Enertopia Corporation - Exhibit 10.1 - Filed by newsfilecorp.com






ENERTOPIA CORP. 

PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT

INSTRUCTIONS TO PURCHASER 

	1. 	
      All purchasers must complete all the information in the
      boxes on page 1 and sign where indicated with an “X”.

	 	 
	2. 	
      If you are using the “existing security holder”
      exemption, then complete and sign the “Existing Security Holder” form that
      starts on page 5. The purpose of the form is to determine whether you meet
      the standards for participation in a private placement under BC Instrument
      45-534;

	 	 
	3. 	
      If you are resident in Ontario, or are purchasing less
      than $150,000 and are an “accredited investor”, then complete and sign the
      “Accredited Investor Form” that starts on page 6. The purpose of the form
      is to determine whether you meet the standards for participation in a
      private placement under National Instrument 45-106.

	 	 
	4. 	
      If you are a “U.S. Purchaser”, complete and sign the
      certification that starts on page 10. A “U.S. Purchaser” is (a) any “U.S.
      person” as defined in Regulation S under United States federal securities
      laws, (b) any person purchasing securities on behalf of any “U.S. Person”
      or any person in the United States, (c) any person that receives or
      received an offer of the securities while in the United States, (d) any
      person that is in the United States at the time the purchaser’s buy order
      was made or this subscription agreement was executed or delivered. “U.S.
      person” includes but is not limited to (i) any natural person resident in
      the United States; (ii) any partnership or corporation organized or
      incorporated under the laws of the United States; (iii) any partnership or
      corporation organized outside the United States by a U.S. person
      principally for the purpose of investing in securities not registered
      under the U.S. Securities Act of 1933, unless it is organized or
      incorporated, and owned, by accredited investors who are not natural
      persons, estates or trusts; (iv) any estate or trust of which any executor
      or administrator or trustee is a U.S. person.







This is page 1 of 23 pages of a subscription agreement and
related appendices, acknowledgements, provisions and forms. Collectively, these
pages together are referred to as the “Subscription Agreement”. 

PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT 

	TO: 	ENERTOPIA CORP., (the “Issuer”), of
      950 – 1130 West Pender Street, Vancouver, BC V6E 4A4



Subject and pursuant to the terms set out in the Terms on pages
2 to 4, the General Provisions on pages 15 to 23 and the other appendices,
acknowledgements, provisions and forms attached which are hereby incorporated by
reference, the undersigned purchaser (the “Purchaser”) hereby irrevocably
subscribes for, and on Closing will purchase from the Issuer, the following
securities at the following price: 


	______________________Units 
	CDN$0.06 Unit for a total purchase price of $
      ________________________________________________________________
	The Purchaser owns, directly or indirectly, the following
      securities of the Issuer: 
	 
	 
	[Check if applicable]      The
      Purchaser is: [  ] an insider of the Issuer   [  ]a
      member of a Pro Group 
	                                           
      [  ] a director, officer or Promoter of the Issuer [  ] a Voting
      Holder (as defined herein) 



The Purchaser directs the Issuer to issue, register and deliver
the certificates representing the Purchased Securities as follows: 

	REGISTRATION INSTRUCTIONS 	 	DELIVERY INSTRUCTIONS 
	 	 	 
	 	 	 
	Name to appear on
      certificate 	 	Name
      and account reference, if applicable 
	 	 	 
	 	 	 
	Account reference if
      applicable 	 	Contact
      name 
	 	 	 
	 	 	 
	Address 	 	Address
    
	 	 	 
	 	 	 
	  	 	Telephone Number 


EXECUTED by the Purchaser this _______ day of _____________
, 2015. By executing this Subscription Agreement, the Purchaser certifies that
the Purchaser and any beneficial purchaser for whom the Purchaser is acting is
resident in the jurisdiction shown as the “Address of Purchaser”. 


	 	 	EXECUTION BY PURCHASER: 
	 	 	 
	Accepted this
      ________________day of ________________, 2015 	 	X
      
	 	 	Signature of individual (if Purchaser is an individual)
    
	 	 	 
	ENERTOPIA CORP.
      	 	X

	Per: 	 	Authorized signatory (if Purchaser is not an
      individual) 
	 	 	  
	 	 	 
	Authorized signatory
    	 	Name of
      Purchaser and/or authorized signatory (please 
	 	 	print) 
	 	 	  
	 	 	 
	 	 	Name of
      beneficial purchaser for whom Purchaser is 
	 	 	contracting (if applicable) (please print) 
	 	 	  
	 	 	 
	 	 	Address
      of Purchaser (residence) 
	 	 	 
	 	 	  
	 	 	Address
      of beneficial purchaser (if applicable) 
	 	 	 
	 	 	  
	 	 	Telephone number and e-mail address




The Issuer accepts the subscription as set forth above on the
terms and conditions contained in this Subscription Agreement. 





	Subscription Agreement (with related appendices,
      acknowledgements, provisions and forms) 	Page 2 of 23 pages




	 TERMS 
	  	  	 	 	  
	Reference date of this Subscription
      Agreement 	November 5, 2014 (the “Agreement
      Date”) 
	  	  	 	 	  
	 The Offering 
	  	  	 	 	  
	The Issuer 	ENERTOPIA CORP. 
	  	  	 	 	  
	Offering 	The offering (the “Offering”)
      consists of an aggregate of up to 5,000,000 units of the Issuer (the
      “Units”) 
	  	  	 	 	  
	Purchased Securities 	
      The “Purchased Securities” are Units. Each Unit consists
      of one previously unissued common share, as presently constituted (a
      “Share”) and one (1) non-transferable common share purchase warrant (each
      whole warrant, a “Warrant”) of the Issuer. One Warrant will entitle the
      holder, on exercise, to purchase one additional common share of the Issuer
      (a “Warrant Share”) at a price of US$0.10 per Warrant Share at any time
      until the close of business on the day which is 24 months from the date of
      issue of the Warrant, and thereafter at a price of US$0.15 per Warrant
      Share at any time until the close of business on the day which is 36
      months from the date of issue of the Warrant. 

	  	
      
	 	 	
      

	Total amount 	
      Up to CDN $300,000 

	  	
      
	 	 	
      

	Price 	
      CDN$0.06 per Unit 

	  	
      
	 	 	
      

	Warrants 	
      The Warrants will be issued and registered in the name of
      the purchasers or their nominees. The Warrants will be non-transferable
      subject to resale restrictions and legends. 

	  	
      
	 	 	
      

		
      The certificates representing the Warrants will, among
      other things, include provisions for the appropriate adjustment in the
      class, number and price of the Warrant Shares issued upon exercise of the
      Warrants upon the occurrence of certain events, including any subdivision,
      consolidation or reclassification of the Issuer’s common shares, the
      payment of stock dividends and the amalgamation of the Issuer. 

	  	
      
	 	 	
      

	Selling Jurisdictions 	
      The Units may be sold in the provinces of Canada and in
      certain overseas jurisdictions as the Issuer may determine and in the
      United States in accordance with available exemptions (the “Selling
      Jurisdictions”). 

	  	
      
	 	 	
      

	Exemptions 	
      The Offering will be made in accordance with the
      following exemptions from the prospectus requirements: 

	  	  	 	 	  
				(a) 	the “existing security holder” exemption found
      in BC Instrument 45-534 - Exemption from prospectus requirement
      for certain trades to existing security holders; 
	  	  	 	 	  
				(b) 	the “accredited investor” exemption found in
      section 2.3 of National Instrument 45-106 Prospectus and
      Registration Exemptions; 
	  	  	 	 	  
				(c) 	the “minimum amount investment ($150,000)”
      exemption found in section 2.10 of National Instrument 45-106
      Prospectus and Registration Exemptions; 







	Subscription Agreement (with related appendices,
      acknowledgements, provisions and forms) 	Page 3 of 23 pages





				(d) 	the “offshore” exemption found in BC Instrument
      72-503 Distributions outside British Columbia; and 
	  	  	 	 	 
				(e) 	in the United States, Rule 506 of Regulation D
      and/or section 4(2) of the United States Securities Act of 1933, as
      amended. 
	  	  	 	 	 
	Resale restrictions and legends 		The Purchased Securities will be
      subject to a hold period that starts to run on Closing. The Purchaser
      acknowledges that the certificates representing the Purchased Securities
      will bear the following legends: 
	  	 
				“Unless permitted under securities
      legislation, the holder of this security must not trade the security
      before [insert the date that is four months and a day after the
      distribution date.]” 
	  	  	 	 	 
			 	“THE SECURITIES REPRESENTED HEREBY
      HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S.
      PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED
      STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). 
	  	  	 	 	 
			 	NONE OF THE SECURITIES REPRESENTED
      HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE
      SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD,
      DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO
      U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S
      UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
      THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A
      TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT
      AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
      IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE
      CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND
      "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT. DELIVERY
      OF THIS CERTIFICATE MAY NOT CONSTITUTE GOOD DELIVERY IN SETTLEMENT OF
      TRANSACTIONS ON STOCK EXCHNAGES IN CANADA.”   
	  	  	 	 	 

	 	 	Certificates representing Purchased
      Securities issued to U.S. Purchasers will bear additional legends as set
      forth in the “Certification of US 
Purchaser”. 
	  	  	 	 	 
			Purchasers are advised to consult
      with their own legal counsel or advisors to determine the resale
      restrictions that may be applicable to them. 
	  	  	 	 	 
	Closing Date 		Payment to the Issuer for, and
      delivery of, the Units is scheduled to occur on January 29, 2015 or on
      such other date or dates as may be determined by the Issuer (the “Closing
      Date”). 








	Subscription Agreement (with related appendices,
      acknowledgements, provisions and forms) 	Page 4 of 23 pages




	Additional definitions 	In the Subscription Agreement, the
      following words have the following meanings unless otherwise indicated:
  
	 	 
			 	(a) 	“Purchased Securities” means the Units
      purchased under this Subscription Agreement; 
	 	 	 	 	 
			 	(b) 	“Securities” means the Shares, the Warrants and
      the Warrant Shares; 
	 	 	 	 	 
			 	(c) 	“Warrants”, as defined above, includes the
      certificates representing the Warrants. 
	 	 	 	 	 
	 The Issuer 
	 
	Jurisdiction of organization 	The Issuer is incorporated under the
      laws of the State of Nevada 
	 	 
	Stock exchange listings 	The common shares of the Issuer are
      listed on the Canada Securities Exchange (the “Exchange”). 
	 	 
	 End of Terms








	Subscription Agreement (with related appendices,
      acknowledgements, provisions and forms) 	Page 5 of 23 pages 


EXISTING SECURITY HOLDER CONFIRMATION 

CANADIAN RESIDENTS (EXCLUDING ONTARIO AND NEWFOUNDLAND)


The Subscriber represents and warrants to Enertopia Corp. (the
“Company”) that (please place an “X” on the appropriate line): 

		_________   (a) The subscriber is a
      person that has obtained advice regarding the suitability of the
      investment and, if the person is resident in a jurisdiction of Canada,
      that advice has been obtained from a person that is registered as an
      investment dealer in the jurisdiction, 
	 	 
	Or 	
	 	 
		_________   (b) the aggregate acquisition cost
      to the subscriber for the Units purchased under BC Instrument 45-534 ~
      Exemption from prospectus requirement for certain trades to existing
      shareholders (BCI 45-534), when combined with the acquisition cost to the
      Subscriber for the purchase of any other security from the Company issued
      under BCI 45-534 in the last 12 months, does not exceed $15,000.
  


The representations and warranties made in this certificate are
true and accurate as of the date of this certificate and will be true and
accurate as of the date of closing of the transaction contemplated by this
Agreement. If any such representations and warranties become untrue or
inaccurate prior to the closing, the undersigned Subscriber will give the
Company immediate written notice. 

The Subscriber acknowledges that the Company will be relying on
this certificate in connection with the Agreement. The statements made in this
certificate are true. 

 

Dated ________________ , 2015 

 


	Signature of Subscriber: 	 	 
	 	 	 
	Name of Subscriber: 	 	 
	 	 	 
	Authorized Signatory of Subscriber 	 	 
	 	 	 
	(if Corporate Subscriber): 	 	 
	  	 	 
	Address of Subscriber: 	 	 








	Subscription Agreement (with related appendices,
      acknowledgements, provisions and forms) 	Page 6 of 23 pages 


ACCREDITED INVESTOR FORM 

(Capitalized terms not specifically defined in this Form have
the meaning ascribed to them in the Subscription Agreement to which this Form is
attached.) 

In connection with the execution of the Subscription Agreement
to which this Form is attached, the undersigned (the “Purchaser”) represents and
warrants to the Issuer that the Purchaser satisfies one or more of the
categories indicated below (please place an “X” on the appropriate lines): 

	______Category 1 	a Canadian financial institution, or
      a Schedule III bank 
	  	  	  
	______Category 2 	the Business Development Bank of
      Canada incorporated under the Business Development Bank of
      Canada Act (Canada) 
	  	  	  
	______Category 3 	a subsidiary of any person referred
      to in Category 1 or 2, 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 
	  	  	  
	______Category 4 	a person registered under the
      securities legislation of a jurisdiction of Canada as an adviser or
      dealer, other than a person registered solely as a limited market dealer
      under one or both of the Securities Act (Ontario) or the
      Securities Act (Newfoundland and Labrador) 
	  	  	  
	______Category 5 	an individual registered or formerly
      registered under the securities legislation of a jurisdiction of Canada as
      a representative of a person referred to in Category 4 
	  	  	  
	______Category 6 	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 
	  	  	  
	______Category 7 	a municipality, public board or
      commission in Canada and a metropolitan community, school board, the
      Comité de gestion de la taxe scolaire de l’ile de Montreal or an
      intermunicipal management board in Québec 
	  	  	  
	______Category 8 	any national, federal, state,
      provincial, territorial or municipal government of or in any foreign
      jurisdiction, or any agency of that government 
	  	  	  
	______Category 9 	a pension fund that is regulated by
      either the Office of the Superintendent of Financial Institutions (Canada)
      or a pension commission or similar regulatory authority of a jurisdiction
      of Canada 
	  	  	  
	_____Category 10 	an individual who, either alone or
      with a spouse, beneficially owns, directly or indirectly, financial assets
      having an aggregate realizable value that before taxes, but net of any
      related liabilities, exceeds $1,000,000 
	  	  	  
	_____Category 11 	an individual whose net income before
      taxes exceeded $200,000 in each of the two (2) most recent calendar years
      or whose net income before taxes combined with that of a spouse exceeded
      $300,000 in each of the two (2) most recent calendar years and who, in
      either case, reasonably expects to exceed that net income level in the
      current calendar year 
	  	  	  
	_____Category 12 	an individual who, either alone or
      with a spouse, has net assets of at least $5,000,000 
	  	  	  
	_____Category 13 	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 
	  	  	  
	_____Category 14 	an investment fund that distributes
      or has distributed its securities only to 
	  	  	  
	  	(a) 	a person that is or was an accredited investor
      at the time of the distribution; 
	  	  	  
		(b) 	a person that acquires or acquired securities
      in the circumstances referred to in sections 2.10 of National Instrument
      45-106 [Minimum amount investment], and 2.19 of National Instrument
      45-106 [Additional investment in investment funds]; or 
	  	  	  
		(c) 	a person described in paragraph (a) or (b) that
      acquires or acquired securities under section 2.18 of National Instrument
      45-106 [Investment fund reinvestment] 







	Subscription Agreement (with related appendices,
      acknowledgements, provisions and forms) 	Page 7 of 23 pages




	_____Category 15 	an investment fund that distributes
      or has distributed securities under a prospectus in a jurisdiction of
      Canada for which the regulator or, in Quebec, the securities regulatory
      authority, has issued a receipt 
	  	  	  
	_____Category 16 	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 
	  	  	  
	_____Category 17 	a person acting on behalf of a fully
      managed account managed by that person, if that person 
	  	  	  
		(a) 	is registered or authorized to carry on
      business as an adviser or the equivalent under the securities legislation
      of a jurisdiction of Canada or a foreign jurisdiction; and 
	  	  	  
	  	(b) 	in Ontario, is purchasing a security that is
      not a security of an investment fund 
	  	  	  
	_____Category 18 	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 
	  	  	  
	_____Category 19 	an entity organized in a foreign
      jurisdiction that is analogous to any of the entities referred to in
      Categories 1 to 4 or Category 9 in form and function 
	  	  	  
	_____Category 20 	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 
	  	  	  
	_____Category 21 	an investment fund that is advised by
      a person registered as an adviser or a person that is exempt from
      registration as an adviser 
	  	  	  
	_____Category 22 	a person that is recognized or
      designated by the securities regulatory authority or, except in Ontario
      and Québec, the regulator as 
	  	  	  
	  	(a) 	an accredited investor; or 
	  	  	  
		(b) 	an exempt purchaser in Alberta or British
      Columbia after National Instrument 45-106 came into force



The statements made in this Form are true and accurate as of
the date of signing and will be true and accurate as of the Closing Date. If any
such representations and warranties shall cease to be true and accurate at any
time prior to Closing, the Purchaser will promptly notify the Issuer. 

Dated ________________________________________2015. 


	X 
	Signature of individual (if Purchaser is an
      individual) 
	 
	X 
	Authorized signatory (if Purchaser is not an
      individual) 
	 
	  
	Name of Purchaser (please print) 
	  
	 
	Name of authorized signatory (please print) 
	  
	 
	Official capacity of authorized signatory (please
      print) 








	Subscription Agreement (with related appendices,
      acknowledgements, provisions and forms) 	Page 8 of 23 pages 


For the purposes hereof: 

	 	(a) 	“accredited investor” means a person
      who meets the criteria in any of the above categories;
	 	 	 	 	 
	 	(b) 	“Canadian financial institution”
    means:
	 	 	 	 	 
	 		(i) 	
      an association governed by the Cooperative Credit
      Associations Act (Canada) or a central cooperative credit society for
      which an order has been made under section 473(1) of that Act;
or

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

	 	 	 	 	 
	 	(c)	
      “eligibility adviser” means

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

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

	 	 	 	 	 
	 			(A)	
      have a professional, business or personal relationship
      with the issuer, or any of itsdirectors, executive officers, founders or
      control persons, and

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

	 	 	 	 	 
	 	(d) 	
      “financial assets” means

	 	 	 	 	 
	 		(i) 	
      cash,

	 	 	 	 	 
	 		(ii) 	
      securities, or

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

	 	 	 	 
	 	(e) 	“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;
	 	 	 	 	 
	 	(f) 	“investment fund” means a mutual fund
      or a non-redeemable investment fund, and, for great certainty in British
      Columbia, includes an employee venture capital corporation and a venture
      capital corporation as such terms are defined in National Instrument
      81-106 Investment Fund Continuous Disclosure;  
	 	 	 	 	 
	 	(g) 	“non-redeemable investment fund” means
      an issuer:
	 	 	 	 	 
	 		(i) 	
      whose primary purpose is to invest money provided by its
      securityholders;

	 	 	 	 	 
	 		(ii) 	
      that does not invest

	 	 	 	 	 
				
      (A) 
	for the purpose of exercising or seeking to exercise
      control of an issuer, other than an issuer that is a mutual fund or a
      non-redeemable investment fund, or
	 	 	 	 	 
	 			(B) 	
      for the purpose of being actively involved in the
      management of any issuer in which it invests, other than an issuer that is
      a mutual fund or a non-redeemable investment fund, and

	 	 	 	 	 
	 		(iii) 	
      that is not a mutual fund; 

	 	 	 	 
	 	(h) 	“person” includes
	 	 	 
	 		(i) 	
      an individual;

	 	 	 	 	 
	 		(ii) 	
      a corporation;

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

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

	 	 	 	 
	 	(i) 	“related liabilities” means
	 	 	 	 	 
	 		(i) 	
      liabilities incurred or assumed for the purpose of
      financing the acquisition or ownership of financial assets, or

	 	 	 	 	 
	 		(ii) 	
      liabilities that are secured by financial
  assets;

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








	Subscription Agreement (with related appendices,
      acknowledgements, provisions and forms) 	Page 9 of 23 pages




	 	(k) 	“spouse” means, an
      individual who, 
	 	 	 
			(i) 	is married to another individual and
      is not living separate and apart within the meaning of the Divorce Act
      (Canada), from the other individual, 
	 	 	 	 
			(ii) 	is living with another individual in
      a marriage-like relationship, including a marriage-like relationship
      between individuals of the same gender, or 
	 	 	 	 
	 	  	(iii) 	in Alberta, is an individual
      referred to in paragraph (i) or (ii), or is an adult interdependent
      partner within the meaning of the Adult Interdependent Relationships
      Act (Alberta); and 
	 	  
	 	(l) 	“subsidiary” means an
      issuer that is controlled directly or indirectly by another issuer and
      includes a subsidiary of that subsidiary. 







	Subscription Agreement (with related appendices,
      acknowledgements, provisions and forms) 	Page 10 of 23 pages



PROVISIONS APPLICABLE TO A UNITED STATES PURCHASER 

CERTIFICATION OF U.S. PURCHASER 

NOTE: the provisions on this page are applicable ONLY if the
Purchaser is in the United States or is a “U.S. person” as defined in Regulation
S under the United States Securities Act of 1933, as amended. 

(Capitalized terms not specifically defined in this
Certification have the meaning ascribed to them in the Subscription Agreement to
which this Schedule is attached.) 

In connection with the execution of the Subscription Agreement
to which this Schedule is attached, the undersigned (the “Purchaser”) represents
and warrants to the Issuer that: 

	1. 	
      It has such knowledge and experience in financial and
      business matters as to be capable of evaluating the merits and risks of an
      investment in the Securities and it is able to bear the economic risk of
      loss of its entire investment.

	 	 	 
	2. 	
      The Issuer has provided to it the opportunity to ask
      questions and receive answers concerning the terms and conditions of the
      offering and it has had access to such information concerning the Issuer
      as it has considered necessary or appropriate in connection with its
      investment decision to acquire the Securities.

	 	 	 
	3. 	
      It is acquiring the Securities for its own account, for
      investment purposes only and not with a view to any resale, distribution
      or other disposition of the Securities in violation of the United States
      securities laws.

	 	 	 
	4. 	
      It understands the Securities have not been and will not
      be registered under the United States Securities Act of 1933, as amended
      (the “1933 Act”) or the securities laws of any state of the United States
      and that the sale contemplated hereby is being made in reliance on an
      exemption from such registration requirements.

	 	 	 
	5. 	
      If the Purchaser is an individual (that is, a natural
      person and not a corporation, partnership, trust or other entity), then it
      satisfies one or more of the categories indicated below (please place an
      “X” on the appropriate lines):

	 	 	 
		 ___________	
      a natural person whose individual net worth, or joint net
      worth with that person’s spouse, at the time of purchase exceeds US
      $1,000,000, calculated by (i) not including the person’s primary residence
      as an asset; (ii) not including indebtedness that is secured by the
      person's primary residence, up to the estimated fair market value of the
      primary residence at the time of the sale of the securities as a liability
      (except that if the amount of such indebtedness outstanding at the time of
      the sale of securities exceeds the amount outstanding 60 days before such
      time, other than as a result of the acquisition of the primary residence,
      the amount of such excess shall be included as a liability); and (iii)
      including indebtedness that is secured by the person's primary residence
      in excess of the estimated fair market value of the primary residence at
      the time of the sale of the securities as a liability;

	 	 	 
		 ___________	
      A natural person who had an individual income in excess
      of US $200,000 in each of the two most recent years or joint income with
      that person’s spouse in excess of US $300,000 in each of those years and
      has a reasonable expectation of reaching the same income level in the
      current year;

	 	 	 
	6. 	
      If the Purchaser is a corporation, partnership, trust or
      other entity), then it satisfies one or more of the categories indicated
      below (please place an “X” on the appropriate lines):

	 	 	 
		 ___________	
      An organization described in Section 501(c)(3) of the
      United States Internal Revenue Code, a corporation, a Massachusetts or
      similar business trust or partnership, not formed for the specific purpose
      of acquiring the Securities, with total assets in excess of US
      $5,000,000;








	Subscription Agreement (with related appendices,
      acknowledgements, provisions and forms) 	Page 11 of 23 pages 
	NOTE: the provisions on this page are
      applicable ONLY if the Purchaser is in the United States or is a “U.S.
      person” as defined in 
	Regulation S under the United States
      Securities Act of 1933, as amended.  



		___________	A trust that (a) has total assets in excess of
      US $5,000,000, (b) was not formed for the specific purpose of acquiring
      the Securities and (c) is directed in its purchases of securities by a
      person who has such knowledge and experience in financial and business
      matters that he/she is capable of evaluating the merits and risks of an
      investment in the Securities; 
	 	 	  
		___________	An investment company registered under the
      Investment Company Act of 1940 or a business development company as
      defined in Section 2(a)(48) of that Act; 
	 	 	  
		___________	A Small Business Investment Company licensed by
      the U.S. Small Business Administration under Section 301(c) or (d) of the
      Small Business Investment Act of 1958; 
	 	 	  
		___________	A private business development company as
      defined in Section 202(a)(22) of the Investment Advisors Act of 1940; or
    
	 	 	  
		___________	An entity in which all of the equity owners
      satisfy the requirements of one or more of the foregoing categories.
  



	7. 	
      It has not purchased the Securities as a result of any
      form of general solicitation or general advertising, including
      advertisements, articles, notices or other communications published in any
      newspaper, magazine or similar media or broadcast over radio, internet,
      television or other form of telecommunications, or any seminar or meeting
      whose attendees have been invited by general solicitation or general
      advertising.

	 	 	 
	8. 	
      If it decides to offer, sell or otherwise transfer any of
      the Securities, it will not offer, sell or otherwise transfer any of such
      Securities directly or indirectly, unless:

	 	 	 
		(a) 	
      the sale is to the Issuer;

	 	 	 
		(b) 	
      the sale is made outside the United States in a
      transaction meeting the requirements of Rule 904 of Regulation S under the
      1933 Act and in compliance with applicable local laws and
    regulations;

	 	 	 
		(c) 	
      the sale is made pursuant to the exemption from the
      registration requirements under the 1933 Act provided by Rule 144
      thereunder and in accordance with any applicable state securities or “blue
      sky” laws; or

	 	 	 
		(d) 	
      the Securities are sold in a transaction that does not
      require registration under the 1933 Act or any applicable state laws and
      regulations governing the offer and sale of securities; and

	 	 	 
		(e) 	
      it has prior to such sale pursuant to subsection (c) or
      (d) furnished to the Issuer an opinion of counsel reasonably satisfactory
      to the Issuer.

	 	 	 
	9. 	
      The certificates representing the Securities (and any
      certificates issued in exchange or substitution for the Securities) will
      bear a legend in substantially the form as
follows:



“THE SECURITIES REPRESENTED HEREBY
HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE “U.S. SECURITIES ACT”). THE HOLDER HEREOF, BY PURCHASING SUCH
SECURITIES, AGREES FOR THE BENEFIT OF THE COMPANY THAT SUCH SECURITIES 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 OR (C) IN ACCORDANCE WITH THE EXEMPTION FROM REGISTRATION UNDER
THE U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN
COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS; OR (D) IN A TRANSACTION
THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY
APPLICABLE STATE SECURITIES LAWS, AND, IN THE CASE OF PARAGRAPH (C) OR (D), THE
SELLER FURNISHES TO THE CORPORATION AN OPINION OF COUNSEL OF RECOGNIZED STANDING
IN FORM AND SUBSTANCE SATISFACTORY TO THE CORPORATION TO SUCH EFFECT. DELIVERY
OF THIS CERTIFICATE MAY NOT CONSTITUTE GOOD DELIVERY IN SETTLEMENT OF
TRANSACTIONS ON STOCK EXCHANGES IN CANADA.” 





	Subscription Agreement (with related appendices,
      acknowledgements, provisions and forms) 	Page 12 of 23 pages 
	NOTE: the provisions on this page are
      applicable ONLY if the Purchaser is in the United States or is a “U.S.
      person” as defined in 
	Regulation S under the United States
      Securities Act of 1933, as amended.  


Delivery of certificates bearing such a
legend may not constitute “good delivery” in settlement of transactions on
Canadian stock exchanges or over-the-counter markets. If the Issuer is a
“foreign issuer” with no “substantial U.S. market interest” (all within the
meaning of Regulation S under the 1933 Act) at the time of sale, a new
certificate, which will constitute “good delivery”, will be made available to
the Purchaser upon provision by the Purchaser of a declaration in the form
attached as Appendix “A” together with such other evidence of the availability
of an exemption as the Issuer or its transfer agent may reasonably require. 

Certificates representing Warrants, and
all certificates issued in exchange therefore or in substitution thereof, shall
bear the following legend in substantially the following form: 

“THIS WARRANT AND THE SECURITIES
DELIVERABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR THE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THIS WARRANT MAY NOT BE
EXERCISED BY OR ON BEHALF OF A “U.S. PERSON” OR A PERSON IN THE UNITED STATES
UNLESS THE WARRANT AND THE UNDERLYING SECURITIES HAVE BEEN REGISTERED UNDER THE
U.S. SECURITIES ACT AND THE APPLICABLE SECURITIES LEGISLATION OF ANY SUCH STATE
OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE. “UNITED
STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE U.S.
SECURITIES ACT.” 

	10. 	
      It understands and agrees that there may be material tax
      consequences to the Purchaser of an acquisition or disposition of the
      Securities. The Issuer gives no opinion and makes no representation with
      respect to the tax consequences to the Purchaser under United States,
      state, local or foreign tax law of the undersigned’s acquisition or
      disposition of such Securities, in particular, no determination has been
      made whether the Issuer will be a “passive Foreign investment company”
      (“PFIC”) within the meaning of Section 1291 of the United States Internal
      Revenue Code.

	 	 
	11. 	
      It understands and agrees that the financial statements
      of the Issuer have been prepared in accordance with Canadian generally
      accepted accounting principles, which differ in some respects from United
      States generally accepted accounting principles, and thus may not be
      comparable to financial statements of United States companies.

	 	 
	12. 	
      It consents to the Issuer making a notation on its
      records or giving instructions to any transfer agent of the Issuer in
      order to implement the restrictions on transfer set forth and described in
      this Certification and the Subscription Agreement.

	 	 
	13. 	
      It is resident in the United States of America, its
      territories and possessions or any state of the United States or the
      District of Columbia (collectively the “United States”), a “U.S. Person”
      as such term is defined in Regulation S of the 1933 Act or was in the
      United States at the time the securities were offered or the Subscription
      Agreement was executed.

	 	 
	14. 	
      It understands that the Securities are “restricted
      securities” under applicable federal securities laws and that the 1933 Act
      and the rules of the SEC provide in substance that the Purchaser may
      dispose of the Securities only pursuant to an effective registration
      statement under the 1933 Act or an exemption therefrom, and, other than as
      set out herein, the Purchaser understands that the Issuer has no
      obligation to register any of the Securities or to take action so as to
      permit sales pursuant to the 1933 Act (including Rule 144 thereunder).
      Accordingly, the Purchaser understands that absent registration, under the
      rules of the SEC, the Purchaser may be required to hold the Securities
      indefinitely or to transfer the Securities in “private placements” which
      are exempt from registration under the 1933 Act, in which event the
      transferee will acquire “restricted securities” subject to the same
      limitations as in the hands of the Purchaser. As a consequence, the
      Purchaser understands that it must bear the economic risks of the
      investment in the Securities for an indefinite period of
  time.








	Subscription Agreement (with related appendices,
      acknowledgements, provisions and forms) 	Page 13 of 23 pages 
	NOTE: the provisions on this page are
      applicable ONLY if the Purchaser is in the United States or is a “U.S.
      person” as defined in 
	Regulation S under the United States
      Securities Act of 1933, as amended.  



	15. 	
      It has no intention to distribute, and shall not
      transfer, either directly or indirectly any of the Securities to any
      person within the United States or to U.S. persons, as defined in
      Regulations S (a “US Person”) except pursuant to an effective registration
      statement under the 1933 Act, or an exemption therefrom.

	 	 
	16. 	
      It has no intention to distribute, and shall not
      transfer, either directly or indirectly any of the Securities to any
      person within the United States or to U.S. persons, as defined in
      Regulations S (a “US Person”) except pursuant to an effective registration
      statement under the 1933 Act, or an exemption
therefrom.



The statements made in this Certification are true and accurate
to the best of my information and belief and I will promptly notify the Issuer
of any changes in the answers. 

ONLY U.S. PURCHASERS NEED COMPLETE AND SIGN 

Dated _____________________________, 2015 


	X 
	Signature of individual (if Purchaser is an
      individual) 
	 
	X 
	Authorized signatory (if Purchaser is not an
      individual) 
	  
	 
	Name of Purchaser (please print) 
	 
	  
	Name of authorized signatory (please print) 
	 
	  
	Official capacity of authorized signatory (please
      print) 








	Subscription Agreement (with related appendices,
      acknowledgements, provisions and forms) 	Page 14 of 23 pages



APPENDIX “A” 

Declaration for removal of legend (To Be Completed at Time of
Legend Removal) 

	TO: 	Olympia Trust Company as registrar and
      transfer agent for the common shares of ENERTOPIA CORP. (the
      “Company”). 


The undersigned (A) acknowledges that the sale of the common
shares represented by certificate number _______________, to which this
declaration relates, is being made in reliance on Rule 904 of Regulation S under
the United States Securities Act of 1933, as amended (the “1933 Act”), and (B)
certifies that (1) the undersigned is not an “affiliate” (as defined in Rule 405
under the 1933 Act) of the Company; (2) the offer of such securities was not
made to a person in the United States and either (a) at the time the buy order
was originated, the buyer was outside the United States, or the seller and any
person acting on its behalf reasonably believe that the buyer was outside the
United States, or (b) the transaction was executed on or through the facilities
of a designated offshore securities market within the meaning of Rule 902(b)
under the 1933 Act, and neither the seller nor any person acting on its behalf
knows that the transaction has been prearranged with a buyer in the United
States; (3) neither the seller nor any person acting on its behalf engaged in
any directed selling efforts in connection with the offer and sale of such
securities; and (4) the sale is bona fide and not for the purpose of “washing
off” the resale restrictions imposed because the securities are “restricted
securities” (as that term is defined in Rule 144(a)(3) under the 1933 Act); (5)
the seller does not intend to replace such securities with fungible unrestricted
securities; and (6) the contemplated sale is not a transaction, or part of a
series of transactions, which, although in technical compliance with Regulation
S, is part of a plan or scheme to evade the registration provisions of the 1933
Act. Terms used herein have the meanings given to them by Regulation S under the
1933 Act. 

By: __________________________________Dated:
____________________________

Signature Name 

(please print) 

Affirmation by Seller’s Broker-Dealer 

We have read the foregoing representations of our customer,
_________________________(the “Seller”) dated _______________________, with
regard to the sale, for such Seller’s account, of the common shares represented
by certificate number ______________of the Company described therein, and we
hereby affirm that, to the best of our knowledge and belief, the facts set forth
therein are full, true and correct. 

__________________________________________

Name of Firm 

By: _______________________________________

Authorized officer 

Date: _____________________________________






	Subscription Agreement (with related appendices,
      acknowledgements, provisions and forms) 	Page 15 of 23 pages



GENERAL PROVISIONS 

	1 	
      DEFINITIONS



1.1     In the Subscription Agreement (including the first
(cover) page, the Terms on pages 2 to 4, the General Provisions on pages 15 to
23 and the other appendices, acknowledgements, provisions and forms incorporated
by reference), the following words have the following meanings unless otherwise
indicated: 	 	(a) 	
      “1933 Act” means the United States Securities Act
      of 1933, as amended;

	 	 	 
	 	(b) 	
      “Applicable Legislation” means, as applicable, the
      securities laws, regulations, rules, rulings and orders in the Selling
      Jurisdictions in Canada and in jurisdictions where the Issuer is a
      reporting issuer and all applicable administrative policy statements
      issued by the securities regulatory authorities in each of the Selling
      Jurisdictions in Canada and in jurisdictions where the Issuer is a
      reporting issuer together with the applicable rules and policies of the
      Exchange;

	 	 	 
	 	(c) 	
      “Closing” means the completion of the sale and purchase
      of the Purchased Securities;

	 	 	 
	 	(d) 	
      “Closing Date” has the meaning assigned in the
    Terms;

	 	 	 
	 	(e) 	
      “Commissions” means the securities regulatory authorities
      in each of the Selling Jurisdictions in Canada and in jurisdictions where
      the Issuer is a reporting issuer;

	 	 	 
	 	(f) 	
      “Exchange” has the meaning assigned in the
  Terms;

	 	 	 
	 	(g) 	
      “Final Closing” means the last closing under the Private
      Placement;

	 	 	 
	 	(h) 	
      “General Provisions” means those portions of the
      Subscription Agreement headed “General Provisions” and contained on pages
      15 to 23;

	 	 	 
	 	(i) 	
      “Personal Information” means any information about an
      identifiable individual, and includes information provided by the
      Purchaser in this Subscription Agreement;

	 	 	 
	 	(j) 	
      “Private Placement” means the offering of the Purchased
      Securities on the terms and conditions of the Agency Agreement and this
      Subscription Agreement;

	 	 	 
	 	(k) 	
      “Purchased Securities” has the meaning assigned in the
      Terms;

	 	 	 
	 	(l) 	
      “Regulation S” means Regulation S promulgated under the
      1933 Act;

	 	 	 
	 	(m) 	
      “Regulatory Authorities” means the Commissions and the
      Exchange;

	 	 	 
	 	(n) 	
      “Securities” has the meaning assigned in the
  Terms;

	 	 	 
	 	(o) 	
      “Selling Jurisdictions” has the meaning assigned in the
      Terms;

	 	 	 
	 	(p) 	
      “Subscription Agreement” means the first (cover) page,
      the Terms on pages 2 to 4, the General Provisions on pages 15 to 23 and
      the other appendices, acknowledgements, provisions and forms incorporated
      by reference;

	 	 	 
	 	(q) 	
      “Terms” means those portions of the Subscription
      Agreement headed “Terms” and contained on pages 2 to 4;
  and




1.2      In the Subscription Agreement, the following terms have the
meanings defined in Regulation S: “U.S. Person” and “United States”. 





	Subscription Agreement (with related appendices,
      acknowledgements, provisions and forms) 	Page 16 of 23 pages



1.3      In the Subscription Agreement, unless otherwise specified,
currencies are indicated in Canadian dollars. 

1.4      In the Subscription Agreement, other words and phrases that
are capitalized have the meaning assigned in the Subscription Agreement. 

	2 	
      REPRESENTATIONS AND WARRANTIES OF THE
    PURCHASER

	 	 
	2.1 	
      Acknowledgements concerning the Private
  Placement



The Purchaser acknowledges that: 

	 	(a) 	no securities commission or similar
      regulatory authority has reviewed or passed on the merits of the
      Securities;
	 	 	 	 
	 	(b) 	there is no government or other
      insurance covering the Securities;
	 	 	 	 
	 	(c) 	there are risks associated with the
      purchase of the Securities and the Purchaser is knowledgeable or
      experienced in business and financial matters and is capable of evaluating
      the merits and risks of an investment in the Purchased Securities and is
      capable of bearing the economic risk of the investments;
	 	 	 	 
	 	(d) 	there are restrictions on the
      Purchaser’s ability to resell the Securities and it is the responsibility
      of the Purchaser to find out what those restrictions are and to comply
      with them before selling the Securities;
	 	 	 	 
	 	(e) 	the Issuer has advised the Purchaser
      that the Issuer is relying on an exemption from the requirements to
      provide the Purchaser with a prospectus and to sell securities through a
      person registered to sell securities under the Applicable Legislation and,
      as a consequence of acquiring securities pursuant to this exemption,
      certain protections, rights and remedies provided by the Applicable
      Legislation, including, in most circumstances, statutory rights of
      rescission or damages, will not be available to the Purchaser;
	 	 	 	 
	 	(f) 	no prospectus has been or is intended
      to be filed by the Issuer with the Commissions in connection with the
      issuance of the Purchased Securities, the issuance is intended to be
      exempted from the prospectus and registration requirements of the
      Applicable Legislation and as a consequence of acquiring the Purchased
      Securities pursuant to these exemptions:
	 	 	 	 
	 		(i) 	the Purchaser is restricted from using most of
      the civil remedies available under the Applicable Legislation;
	 	 	 	 
	 		(ii) 	the Purchaser may not receive information that
      would otherwise be required to be provided to the Purchaser under the
      Applicable Legislation; and
	 	 	 	 
	 		(iii) 	the Issuer is relieved from certain obligations
      that would otherwise apply under the Applicable Legislation;
	 	 	 	 
	 	(g) 	the Securities have not been
      registered under the 1933 Act and may not be offered or sold in the United
      States unless registered under the 1933 Act and the securities laws of all
      applicable states of the United States or an exemption from such
      registration requirements is available, and the Issuer has no obligation
      or present intention of filing a registration statement under the 1933 Act
      in respect of the Purchased Securities or any of the Securities;
	 	 	 	 
	 	(h) 	the Purchaser understands and agrees
      that offers and sales of any of the Securities prior to the expiration of
      a period of six months after the date of the issuance of the Securities
      (the six month period hereinafter referred to as the “Distribution
      Compliance Period”) shall only be made in compliance with the safe
      harbor provisions set forth in Regulation S, pursuant to the registration
      provisions of the 1933 Act or an exemption therefrom, and that all offers
      and sales after the Distribution Compliance Period shall be made only in
      compliance with the registration provisions of the 1933 Act or an
      exemption therefrom and in each case only in accordance with applicable
      state securities laws; and







	Subscription Agreement (with related appendices,
      acknowledgements, provisions and forms) 	Page 17 of 23 pages




	 	(i) 	
      the proceeds received by the Issuer may not be sufficient
      to accomplish it’s business objectives, given its working capital
      requirements, acquisition costs, possible rescission of previous private
      placements, and ongoing compliance and regulatory costs;

	 	 	 
	 	(j) 	
      the Purchaser acknowledges that the Issuer’s counsel is
      acting as counsel to the Issuer and not as counsel to the
  Purchaser.




	2.2 	
      Representations by all Purchasers



The Purchaser represents and warrants to the Issuer that, as at
the Agreement Date and as at the Closing Date: 

	 	(a) 	
      if the Purchaser is a resident of Canada, the Purchaser
      complies with one of the following:

	 	 	 	 
	 		(i) 	
      the Purchaser is purchasing as principal or is deemed to
      be purchasing as principal in accordance with Applicable Legislation and
      meets the definition of “accredited investor” as such term is defined
      under National Instrument 45-106 Prospectus and Registration Exemptions
      and has completed and signed the Accredited Investor Form which begins
      on page 2; or

	 	 	 	 
	 		(ii) 	
      the Purchaser is purchasing as principal and has
      purchased that number of Purchased Securities having an acquisition cost
      to the Purchaser of not less than $150,000 to be paid in cash on the
      Closing Date; or

	 	 	 	 
	 		(iii) 	
      if the Purchaser is a resident of a province or territory
      other than Ontario or Newfoundland, the Purchaser was a shareholder of
      record of the Issuer as at October 31, 2014 and at the date hereof
      continues to be a shareholder, and has either received advice regarding
      the suitability of this investment from a registered investment dealer in
      the jurisdiction of their residence, or is purchasing Purchased Securities
      for an aggregate acquisition of no more than $15,000;

	 	 	 	 
	 	(b) 	
      the Purchaser is not a person created or used solely to
      purchase or hold securities in order to comply with an exemption from the
      prospectus requirements of Applicable Legislation and if the Purchaser is
      not an individual, it pre-existed the Offering and has a bona fide purpose
      other than investment in the Purchased Securities;

	 	 	 	 
	 	(c) 	
      in the case of the purchase by the Purchaser of the
      Purchased Securities as agent or trustee for any principal, the Purchaser
      is the duly authorized trustee or agent of such beneficial purchaser with
      due and proper power and authority to execute and deliver, on behalf of
      each such beneficial purchaser, this Subscription Agreement and all other
      documentation in connection with the purchase of the Purchased Securities
      hereunder, to agree to the terms and conditions herein and therein set out
      and to make the representations, warranties, acknowledgements and
      covenants herein and therein contained, all as if each such beneficial
      purchaser were the Purchaser and is subscribing as principal for its own
      account and not for the benefit of any other person for investment only
      and not for resale and the Purchaser’s actions as trustee or agent are in
      compliance with applicable law and the Purchaser and each beneficial
      purchaser acknowledges that the Issuer may be required by law to disclose
      to certain regulatory authorities the identity of each beneficial
      purchaser of Purchased Securities for whom it may be acting;

	 	 	 	 
	 	(d) 	
      the Purchaser and any beneficial purchaser for whom it is
      acting is resident in the jurisdiction set out on the execution page of
      this Subscription Agreement, such address was not created and is not used
      solely for the purpose of acquiring the Purchased Securities and the
      Purchaser was solicited to purchase in such
jurisdiction;








	Subscription Agreement (with related appendices,
      acknowledgements, provisions and forms) 	Page 18 of 23 pages




	 	(e) 	the Purchaser has properly completed, executed
      and delivered the applicable form(s) set forth on the cover page of this
      Agreement and such forms contain information about the Purchaser that is
      true and accurate as of the date of signing and will be true and correct
      as at the Closing Date;
	 	 	 	 
	 	(f) 	the Purchaser has not received, nor has the
      Purchaser requested, nor does the Purchaser have any need to receive, any
      offering memorandum, or any other document describing the business and
      affairs of the Issuer in order to assist the Purchaser in making an
      investment decision in respect of the Purchased Securities and the
      Purchaser has not become aware of any advertisement in printed media of
      general and regular paid circulation, radio or television with respect to
      the distribution of the Purchased Securities;
	 	 	 	 
	 	(g) 	no person has made to the Purchaser any written
      or oral representations:
	 	 	 	 
	 		(i) 	that any person will resell or repurchase the
  Securities;
	 	 	 	 
	 		(ii) 	that any person will refund the purchase price of the
      Purchased Securities;
	 	 	 	 
	 		(iii) 	as to the future price or value of any of the Securities;
    or
	 	 	 	 
	 		(iv) 	that any of the Securities will be listed and posted for
      trading on a stock exchange or that application has been made to list and
      post any of the Securities for trading on any stock exchange other than
      the Shares and Warrant Shares on the Exchange;
	 	 	 	 
	 	(h) 	if the Purchaser is:
	 	 	 	 
	 		(i) 	a corporation, the Purchaser is duly incorporated and is
      validly subsisting under the laws of its jurisdiction of incorporation and
      has all requisite legal and corporate power and authority to execute and
      deliver this Subscription Agreement, to subscribe for the Purchased
      Securities as contemplated herein and to carry out and perform its
      covenants and obligations under the terms of this Subscription Agreement
      and 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 Purchaser or of any agreement, written or oral, to which the Purchaser
      may be a party or by which the Purchaser is or may be bound;
	 	 	 	 
	 		(ii) 	a partnership, syndicate or other form of unincorporated
      organization, the Purchaser has the necessary legal capacity and authority
      to execute and deliver this Subscription Agreement and to observe and
      perform its covenants and obligations hereunder and has obtained all
      necessary approvals in respect thereof; or
	 	 	 	 
	 		(iii) 	an individual, the Purchaser has the legal capacity and
      competence to enter into and to execute this Subscription Agreement and to
      observe and perform his or her covenants and obligations hereunder;
	 	 	 	 
	 	(i) 	this subscription has not been solicited in any
      other manner contrary to the Applicable Legislation or the 1933 Act;
	 	 	 	 
	 	(j)	the Purchaser has been advised to consult its own
      legal and tax advisors with respect to applicable resale restrictions and
      tax considerations, and it is solely responsible for compliance with
      applicable resale restrictions and applicable tax legislation;
	 	 	 	 
	 	(k) 	the Purchaser has no knowledge of a “material
      fact” or “material change” (as those terms are defined in the Applicable
      Legislation) in the affairs of the Issuer that has not been generally
      disclosed to the public, except knowledge of this particular
    transaction;







	Subscription Agreement (with related appendices,
      acknowledgements, provisions and forms) 	Page 19 of 23 pages




	 	(l) 	the offer made by this subscription is
      irrevocable (subject to the Purchaser’s right to withdraw the subscription
      and to terminate the obligations as set out in this Subscription
      Agreement) and requires acceptance by the Issuer and approval of the
      Exchange;
	 	 	 	 
	 	(m) 	the Purchaser is not a “control person” of the
      Issuer as defined in the Applicable Legislation, will not become a
      “control person” by virtue of this subscription for the Securities and
      does not intend to act in concert with any other person to form a control
      group of the Issuer;
	 	 	 	 
	 	(n) 	unless the Purchaser has executed the
      “Certification of U.S. Purchaser” that begins on page 10:
	 	 	 	 
	 		(i) 	the offer was not made to the Purchaser when the Purchaser
      was in the United States and, at the time the Purchaser’s buy order was
      made, the Purchaser was outside the United States;
	 	 	 	 
	 		(ii) 	the current structure of this transaction and all
      transactions and activities contemplated hereunder is not a scheme to
      avoid the registration requirements of the 1933 Act;
	 	 	 	 
	 		(iii) 	the Purchaser has no intention to distribute either
      directly or indirectly any of the Securities in the United States, except
      in compliance with the 1933 Act;
	 	 	 	 
	 		(iv) 	the Purchaser is not a U.S. Person; and
	 	 	 	 
	 		(v) 	the Purchaser is not and will not be purchasing Purchased
      Securities for the account or benefit of any U.S. Person;
	 	 	 	 
	 	(o) 	if the Purchaser is a resident of an
      International Jurisdiction (which is defined herein to mean a country
      other than Canada or the United States), then the Purchaser on its own
      behalf and, if applicable on behalf of others for whom it is hereby acting
      that:
	 	 	 	 
	 		(i) 	the Purchaser is knowledgeable of, or has been
      independently advised as to, the International Securities Laws (which is
      defined herein to mean, in respect of each and every offer or sale of
      Purchased Securities, any securities laws having application to the
      Purchaser and the Private Placement other than the laws of Canada and the
      United States and all regulatory notices, orders, rules, regulations,
      policies and other instruments incidental thereto) which would apply to
      this subscription, if any;
	 	 	 	 
	 		(ii) 	the Purchaser is purchasing the Purchased Securities
      pursuant to an applicable exemption from any prospectus, registration or
      similar requirements under the International Securities Laws of that
      International Jurisdiction, or, if such is not applicable, the Purchaser
      is permitted to purchase the Purchased Securities under the International
      Securities Laws of the International Jurisdiction without the need to rely
      on exemptions;
	 	 	 	 
	 		(iii) 	the subscription by the Purchaser does not contravene any
      of the International Securities Laws applicable to the Purchaser and the
      Issuer and does not give rise to any obligation of the Issuer to prepare
      and file a prospectus or similar document or to register the Securities or
      to be registered with any governmental or regulatory authority;
	 	 	 	 
	 		(iv) 	the International Securities Laws do not require the Issuer
      to make any filings or seek any approvals of any kind whatsoever from any
      regulatory authority of any kind whatsoever in the International
      Jurisdiction; and
	 	 	 	 
	 		(v) 	the Securities are being acquired for investment purposes
      only and not with a view to resale and distribution, and the distribution
      of the Securities to the Purchaser by the Issuer complies with all
      International Securities Laws;







	Subscription Agreement (with related appendices,
      acknowledgements, provisions and forms) 	Page 20 of 23 pages




	 	(p) 	
      this Subscription Agreement has been duly executed and
      delivered by the Purchaser and constitutes a legal, valid and binding
      agreement of the Purchaser enforceable against the Purchaser;

	 	 	 
	 	(q) 	
      the Purchaser has been independently advised as to the
      applicable hold period imposed in respect of the Securities by securities
      legislation in the jurisdiction in which the Purchaser resides and
      confirms that no representation has been made respecting the applicable
      hold periods for the Securities and acknowledges that the hold period
      indicated in the Terms does not constitute such representation and is
      aware of the risks and other characteristics of the Securities and of the
      fact that the Purchaser may not be able to resell the Securities except in
      accordance with the applicable securities legislation and regulatory
      policies;

	 	 	 
	 	(r) 	
      the Purchaser is capable of assessing the proposed
      investment as a result of the Purchaser’s financial and business
      experience or as a result of advice received from a registered person
      other than the Issuer or any affiliates of the Issuer;

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

	 	 	 
	 	(t) 	
      the funds representing the aggregate subscription price
      for the Purchased Securities which will be advanced by the Purchaser
      hereunder will not represent proceeds of crime for the purposes of the
      Proceeds of Crime (Money Laundering) and Terrorist Financing Act
      (Canada) and the Purchaser acknowledges that the Issuer may in the
      future be required by law to disclose the Purchaser’s name and other
      information relating to this Subscription Agreement and the Purchaser’s
      subscription hereunder, on a confidential basis, pursuant to such Act. To
      the best of its knowledge: (a) none of the subscription funds to be
      provided by the Purchaser (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, or any other jurisdiction, or (ii) are being tendered on
      behalf of a person or entity who has not been identified to the Purchaser;
      and (b) the Purchaser shall promptly notify the Issuer if the Purchaser
      discovers that any of such representations ceases to be true, and to
      provide the Issuer with appropriate information in connection
      therewith.




	2.3 	
      Reliance, indemnity and notification of
  changes



The representations and warranties in the Subscription
Agreement (including the first (cover) page, the Terms on pages 2 to 4, the
General Provisions on pages 15 to 23 and the other appendices, acknowledgements,
provisions and forms incorporated by reference) are made by the Purchaser with
the intent that they be relied upon by the Issuer in determining its suitability
as a purchaser of Purchased Securities, and the Purchaser hereby agrees to
indemnify the Issuer against all losses, claims, costs, expenses and damages or
liabilities which any of them may suffer or incur as a result of reliance
thereon. The Purchaser undertakes to notify the Issuer immediately of any change
in any representation, warranty or other information relating to the Purchaser
set forth in the Subscription Agreement (including the first (cover) page, the
Terms on pages 2 to 4, the General Provisions on pages 15 to 23 and the other
appendices, acknowledgements, provisions and forms incorporated by reference)
which takes place prior to the Closing. 

	2.4 	
      Survival of representations and
  warranties



The representations and warranties contained in this Section
will survive the Closing. 





	Subscription Agreement (with related appendices,
      acknowledgements, provisions and forms) 	Page 21 of 23 pages




	3 	
      REPRESENTATIONS AND WARRANTIES OF THE
  ISSUER



By executing this Subscription Agreement, the Issuer
represents, warrants and covenants to the Purchaser, which representations,
warranties and covenants will be true and correct as of the Closing Date (as
herein defined) with the same force and effect as if made at and as of the
Closing (and acknowledges that the Purchaser is relying thereon) that: 

	 	a) 	
      The Issuer has been duly incorporated and organized and
      is a valid and subsisting Issuer under the laws of the State of Nevada and
      is duly qualified to carry on business in each jurisdiction wherein the
      carrying out of the activities contemplated makes such qualifications
      necessary;

	 	 	 
	 	b) 	
      The shares which form a part of the Units will, upon
      issue and delivery, be validly issued as fully paid and
    non-assessable.

	 	 	 
	 	c) 	
      The Issuer has the full corporate right, power and
      authority to execute this Subscription Agreement, and to issue the Units
      to the Purchaser pursuant to the terms of this Subscription
    Agreement

	 	 	 
	 	d) 	
      This Subscription Agreement constitutes a binding and
      enforceable obligation of the Issuer, enforceable in accordance with its
      terms.

	 	 	 
	 	e) 	
      This Subscription has been given for valuable
      consideration and is irrevocable, except with the written consent of the
      Issuer.

	 	 	 
	 	f) 	
      The Issuer has filed all forms, reports, documents and
      information required to be filed by it, whether pursuant to applicable
      securities laws or otherwise, with the Exchange (or one of its
      predecessors) or the applicable securities regulatory authorities (the
      “Disclosure Documents”). As of the time the Disclosure Documents were
      filed with the applicable securities regulators and on SEDAR (System for
      Electronic Document Analysis and Retrieval) as applicable (or, if amended
      or superseded by a filing prior to the date of this Agreement, then on the
      date of such filing): (i) each of the Disclosure Documents complied in all
      material respects with the requirements of the applicable securities laws;
      and (ii) none of the Disclosure Documents contained any untrue statement
      of a material fact or omitted to state a material fact required to be
      stated therein or necessary in order to make the statements therein, in
      the light of the circumstances under which they were made, not
      misleading.

	 	 	 
	 	g) 	
      The financial statements of the Issuer contained in the
      Disclosure Documents : (i) complied as to form in all material respects
      with the published rules and regulations under the applicable securities
      laws; (ii) were reported in accordance with United States generally
      accepted accounting principles or International Financial Reporting
      Standards, as the case may be; and (iii) present fairly the consolidated
      financial position of the Issuer and its subsidiaries, if any, as of the
      respective dates thereof and the consolidated results of operations of the
      Issuer and its subsidiaries, if any, for the periods covered
    thereby.

	 	 	 
	 	h) 	
      There is no “material fact” or “material change” (as
      those terms are defined in the Acts) in the affairs of the Issuer that has
      not been generally disclosed to the public.




	4 	
      PERSONAL INFORMATION



The Purchaser provides its consent to: 

	 	(a) 	
      the disclosure of Personal Information by the Issuer to
      the Exchange, to the Ontario Securities Commission and to any other
      applicable securities regulatory authorities, the Issuer’s registrar and
      transfer agent, legal counsel and any other party involved in the purchase
      and sale of the Purchased Securities;








	Subscription Agreement (with related appendices,
      acknowledgements, provisions and forms) 	Page 22 of 23 pages




	 	(b) 	
      the collection, use and disclosure of Personal
      Information by the Exchange for the purposes described herein, or as
      otherwise identified by the Exchange, from time to time; and

	 	 	 
	 	(c) 	
      the collection, use and disclosure of Personal
      Information by the Commissions for the purposes described in
  herein.




	5 	
      ISSUER’S ACCEPTANCE



This Subscription Agreement, when executed by the Purchaser,
and delivered to the Issuer, will constitute a subscription for the Purchased
Securities which will not be binding on the Issuer until accepted by the Issuer
by executing this Subscription Agreement in the space provided on the face
page(s) of this Subscription Agreement and, notwithstanding the Agreement Date,
if the Issuer accepts the subscription by the Purchaser, this Subscription
Agreement will be entered into on the date of such execution by the Issuer. 

	6 	
      CLOSING



6.1      The Purchaser acknowledges that, although Purchased
Securities may be issued to other purchasers under the Private Placement
concurrently with the Closing, there may be other sales of Purchased Securities
under the Private Placement, some or all of which may close before or after the
Closing. The Purchaser further acknowledges that there is a risk that
insufficient funds may be raised on the Closing to fund the Issuer’s objectives,
and that further closings may not take place after the Closing. 

6.2      On or before the Closing Date, the Purchaser will deliver
to the Issuer the Subscription Agreement and all applicable acknowledgements,
provisions and required forms, duly executed, and payment in full for the total
price of the Purchased Securities to be purchased by the Purchaser. 

6.3      At Closing, the Issuer will deliver the certificates
representing the Purchased Securities purchased by the Purchaser registered in
the name of the Purchaser or its nominee. 

6.4.      If a Purchaser acquired the Purchased Securities pursuant
to section 2.2(iii), such Purchaser will have certain rights, some of which are
described below. For information about such rights, an eligible Purchaser should
consult a lawyer. 

If there is a misrepresentation in this
Agreement, such Purchaser will have a contractual right to sue the Issuer: 

	 	(a) 	
      to cancel its agreement to buy the Purchased Securities,
      or

	 	 	 
	 	(b) 	
      for damages.



This contractual right to sue is
available to such Purchaser will whether or not it relied on the
misrepresentation. However, in an action for damages, the amount such Purchaser
may recover will not exceed the price that it paid for the Purchased Securities
and will not include any part of the damages that the Issuer proves does not
represent the depreciation in value of the Purchased Securities resulting from
the misrepresentation. The Issuer has a defence if it proves that the Purchaser
knew of the misrepresentation when the Purchaser purchased the Securities. 

If a Purchaser intends to rely on the
rights described in (a) or (b) above, it must do so within strict time
limitations. It must commence an action to cancel this Agreement within 180 days
after it has signed this Agreement to purchase the Securities. It must commence
an action for damages within the earlier of 180 days after learning of the
misrepresentation and 3 years after it signed this agreement to purchase the
Securities. 

	7 	
      MISCELLANEOUS



7.1      The Purchaser agrees to sell, assign or transfer the
Securities only in accordance with the requirements of applicable securities
laws and any legends placed on the Securities as contemplated by the
Subscription Agreement. 





	Subscription Agreement (with related appendices,
      acknowledgements, provisions and forms) 	Page 23 of 23 pages



7.2      The Purchaser hereby authorizes the Issuer to correct any
minor errors in, or complete any minor information missing from any part of the
Subscription Agreement and any other acknowledgements, provisions, forms,
certificates or documents executed by the Purchaser and delivered to the Issuer
in connection with the Private Placement. 

7.3      The Issuer may rely on delivery by fax machine or e-mail of
an executed copy of this subscription, and acceptance by the Issuer of such
faxed or e-mailed copy will be equally effective to create a valid and binding
agreement between the Purchaser and the Issuer in accordance with the terms of
the Subscription Agreement. If less than a complete copy of this Subscription
Agreement is delivered to the Issuer at Closing, the Issuer and its advisors are
entitled to assume that the Purchaser accepts and agrees to all of the terms and
conditions of the pages not delivered at Closing unaltered. 

7.4      Without limitation, this subscription and the transactions
contemplated by this Subscription Agreement are conditional upon and subject to
the Issuer’s having obtained such regulatory approval of this subscription and
the transactions contemplated by this Subscription Agreement as the Issuer
considers necessary. 

7.5      This Subscription Agreement is not assignable or
transferable by the parties hereto without the express written consent of the
other party to this Subscription Agreement. 

7.6      Time is of the essence of this Subscription Agreement and
will be calculated in accordance with the provisions of the Interpretation
Act (British Columbia). 

7.7      Except as expressly provided in this Subscription Agreement
and in the agreements, instruments and other documents contemplated or provided
for in this Subscription Agreement, this Subscription Agreement contains the
entire agreement between the parties with respect to the Securities and there
are no other terms, conditions, representations or warranties whether expressed,
implied, oral or written, by statute, by common law, by the Issuer, or by anyone
else. 

7.8      The parties to this Subscription Agreement may amend this
Subscription Agreement only in writing. 

7.9      This Subscription Agreement enures to the benefit of and is
binding upon the parties to this Subscription Agreement and their successors and
permitted assigns. 

7.10      A party to this Subscription Agreement will give all
notices to or other written communications with the other party to this
Subscription Agreement concerning this Subscription Agreement by hand or by
registered mail addressed to the address given on page 1. 

7.11      The contract arising out of this Subscription Agreement
and all documents relating thereto, have been or will be drafted in English only
by common accord among the parties. Le soussigné reconnaît par les présentes
qu’il a exigé que le contrat résultant de cette convention de souscription ainsi
que tous documents y afférents soient rédigés en langue anglaise seulement. 

7.12      This Subscription Agreement is to be read with all changes
in gender or number as required by the context. 

7.13      This Subscription Agreement will be governed by and
construed in accordance with the internal laws of British Columbia (without
reference to its rules governing the choice or conflict of laws), and the
parties hereto irrevocably attorn and submit to the exclusive jurisdiction of
the courts of British Columbia with respect to any dispute related to this
Subscription Agreement. 

End of General Provisions 

End of Subscription Agreement