Enertopia Corp. - 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 an Existing Security Holder (as hereinafter
      defined) and wish to use the Existing Security Holder Exemption (as
      hereinafter defined), then complete and sign the Existing Security Holder
      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
      pursuant to the Existing Security Holder Exemption.

	 	 
	3. 	
      If you are not an Existing Security Holder but are an
      “accredited investor”, then complete and sign the “Accredited Investor
      Status Certificate” that starts on page 7 including the Exhibit thereto if
      you are an individual. The purpose of the form is to determine whether you
      meet the standards for participation in a private placement pursuant to
      the Accredited Investor Exemption (as hereinafter defined) under National
      Instrument 45-106.

	 	 
	4. 	
      If you are a “U.S. Purchaser”, you must also 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
3 to 5, the General Provisions on pages 13 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: 


	Number of Units purchased ( minimum 50,000 Units):
      ______________________________________________Units 
	CDN$0.015 Unit for a total purchase price of CAD$ (minimum
      CDN$750): CAD$ ______________________________
	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 



*The common shares comprising the Units will be issued in
electronic form using the direct registration system ("DRS") of the Issuer's
transfer agent and on Closing the Purchaser will receive only a DRS Statement.
If the Purchaser wishes to receive a physical share certificate rather than a
DRS Statement, please indicate here with a checkmark .[   ]*


The Purchaser directs the Issuer to issue, register and deliver
the certificates or DRS Statements, as applicable, representing/evidencing 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
      _____________ , 2016. 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
      ________________, 2016 	 	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








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


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




TERMS 

	Reference date of this Subscription Agreement
    	
      March 11, 2016 (the “Agreement Date”)




The Offering 

	The Issuer 	
      ENERTOPIA CORP. 

	  	     
	Offering 	
      The offering (the “Offering”) consists of an aggregate of
      up to 20,000,000 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$0.05 per Warrant Share at any time
      until the close of business on the day which is 18 months from the date of
      issue of the Warrant, and thereafter at a price of US$0.10 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$0.015 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
      and 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 enacted in various
      Canadian jurisdictions

	 	 	 
	 	(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 which exemption is only available to
      non-individual








	 		
      subscribers;

	 	 	
       

	 	(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 or DRS Statements, as applicable, representing/evidencing 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 May 20, 2016 or on such other date or dates as may
      be determined by 








	  	the Issuer (the “Closing Date”).
    
	  	  
	
      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 




EXISTING SECURITY HOLDER CONFIRMATION 

CANADIAN RESIDENTS (EXCLUDING 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 the Subscription Agreement
dated _____________, 2016, when combined with the acquisition cost to the
Subscriber for the purchase of any other security from the Company issued under
the Existing Security Holder Exemption 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 _____________________, 2016 

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






ACCREDITED INVESTOR STATUS CERTIFICATE 

The categories listed herein contain certain specifically
defined terms. If you are unsure as to the meanings of those terms, or are
unsure as to the applicability of any category below, please contact your broker
and/or legal advisor before completing this certificate. 

In connection with the purchase by the undersigned
Subscriber of the Subscriber’s Units, the Subscriber, on its own behalf and on
behalf of each of the beneficial purchasers for whom the Subscriber is acting,
hereby represents, warrants, covenants and certifies to Enertopia Corp. (the
"Corporation") (and acknowledges that the Corporation and its counsel are
relying thereon) that: 

	 	(a) 	
      the Subscriber, or each of the beneficial purchasers for
      whom the Subscriber is acting, is purchasing the Subscriber’s Units as
      principal for its own account and not for the benefit of any other
      person;

	 	 	 
	 	(b) 	
      the Subscriber, or each of the beneficial purchasers for
      whom the Subscriber is acting, is an “accredited investor” within the
      meaning of NI 45-106 on the basis that the undersigned fits within the
      category of an “accredited investor” reproduced below beside which the
      undersigned has indicated the undersigned belongs to such
  category;

	 	 	 
	 	(c) 	
      upon execution of this Certificate, including if
      applicable the Exhibit attached hereto, by the Subscriber, this
      Certificate shall be incorporated into and form a part of the Subscription
      Agreement.



(PLEASE CHECK THE BOX OF THE APPLICABLE CATEGORY OF
ACCREDITED INVESTOR) 

	[   ]	(a) 	
      except in Ontario, a Canadian financial institution, or a
      Schedule III bank; 

	 	  	     
	[   ]	(a.1) 	
      in Ontario, a financial institution that is (i) a bank
      listed in Schedule I, II or III of the Bank Act (Canada); (ii) an
      association to which the Cooperative Credit Associations Act
      (Canada) applies or a central cooperative credit society for which an
      order has been made under subsection 473(1) of the Securities Act
      (Ontario); or (iii) a loan corporation, trust company, trust
      corporation, insurance company, treasury branch, credit union, caisse
      populaire, financial services cooperative or credit union league or
      federation that is authorized by a statute of Canada or Ontario to carry
      on business in Canada or Ontario, as the case may be; 

	 	  	     
	[   ]	(b) 	
      the Business Development Bank of Canada incorporated
      under the Business Development Bank of Canada Act (Canada);
      

	 	  	     
	[   ]	(c) 	
      a subsidiary of any person or company referred to in
      paragraphs (a), (a.1) or (b), if the person or company owns all of the
      voting securities of the subsidiary, except the voting securities required
      by law to be owned by directors of that subsidiary; 

	 	  	     
	[   ]	(d) 	
      a person or company registered under the securities
      legislation of a jurisdiction (province or territory) of Canada as an
      adviser or dealer, except as otherwise prescribed by the regulations;
    

	 	  	     
	[   ]	(e) 	
      an individual registered under the securities legislation
      of a jurisdiction of Canada as a representative of a person referred to in
      paragraph (d); 

	 	  	     
	[   ]	(e.1) 	
      an individual formerly registered under the securities
      legislation of a jurisdiction of Canada, other than an individual formerly
      registered solely as a representative of a limited market dealer under one
      or both of the Securities Act (Ontario) or the Securities Act
      (Newfoundland and Labrador); 








	[   ]	(f) 	
      the Government of Canada or a jurisdiction (province or
      territory) of Canada, or any crown corporation, agency or wholly owned
      entity of the Government of Canada or a jurisdiction (province or
      territory) of Canada; 

	 	  	     
	[   ]	(g) 	
      a municipality, public board or commission in Canada and
      a metropolitan community, school board, the Comité de gestion de la taxe
      scolaire de l’île de Montréal or an intermunicipal management board in
      Québec; 

	 	  	     
	[   ]	(h) 	
      any national, federal, state, provincial, territorial or
      municipal government of or in any foreign jurisdiction, or any agency of
      that government; 

	 	  	     
	[   ]	(i) 	
      a pension fund that is regulated by either the Office of
      the Superintendent of Financial Institutions (Canada), a pension
      commission or similar regulatory authority of a jurisdiction (province or
      territory) of Canada; 

	 	  	     
	[   ]	(j) 	
      an individual who, either alone or with a spouse,
      beneficially owns financial assets having an aggregate realizable value
      that, before taxes, but net of any related liabilities, exceeds
      $1,000,000; 

	 	  	     
	[   ]	(j.1) 	
      an individual who beneficially owns financial assets
      having an aggregate realizable value that, before taxes but net of any
      related liabilities, exceeds $5,000,000; 

	 	  	     
	[   ]	(k) 	
      an individual whose net income before taxes exceeded
      $200,000 in each of the two most recent calendar years or whose net income
      before taxes combined with that of a spouse exceeded $300,000 in each of
      the two most recent calendar years and who, in either case, reasonably
      expects to exceed that net income level in the current calendar year;
    

	 	  	     
	[   ]	(l) 	
      an individual who, either alone or with a spouse, has net
      assets of at least $5,000,000; 

	 	  	     
	[   ]	(m) 	
      a person, other than an individual or investment fund,
      that has net assets of at least $5,000,000 as shown on its most recently
      prepared financial statements; 

	 	  	     
	[   ]	(n) 	
      an investment fund that distributes or has distributed
      its securities only to (i) a person that is or was an accredited investor
      at the time of the distribution, (ii) a person that acquires or acquired
      securities in the circumstances referred to in sections 2.10 [Minimum
      amount investment] or 2.19 [Additional investment in investment
      funds] of NI 45-106, or (iii) a person described in sub- paragraph (i)
      or (ii) that acquires or acquired securities under section 2.18
      [Investment fund reinvestment] of NI 45-106; 

	 	  	     
	[   ]	(o) 	
      an investment fund that distributes or has distributed
      securities under a prospectus in a jurisdiction of Canada for which the
      regulator or, in Québec, the securities regulatory authority, has issued a
      receipt; 

	 	  	     
	[   ]	(p) 	
      a trust company or trust corporation registered or
      authorized to carry on business under the Trust and Loan
      Companies Act (Canada) or under comparable legislation in a
      jurisdiction of Canada or a foreign jurisdiction, acting on behalf of a
      fully managed account managed by the trust company or trust corporation,
      as the case may be; 

	 	  	     
	[   ]	(q) 	
      a person acting on behalf of a fully managed account
      managed by that person, if that person is registered or authorized to
      carry on business as an adviser or the equivalent under the securities
      legislation of a jurisdiction of Canada or a foreign jurisdiction;
  

	 	  	     
	[   ]	(r) 	
      a registered charity under the Income Tax Act
      (Canada) that, in regard to the trade, has obtained advice from an
      eligibility adviser or an adviser registered under the securities
      legislation of the jurisdiction of the registered charity to give advice
      on the securities being traded; 








	[   ]	(s) 	
      an entity organized in a foreign jurisdiction that is
      analogous to any of the entities referred to in paragraphs (a) to (d) or
      paragraph (i) in form and function;

	 	 	 
	[   ]	(t) 	
      a person in respect of which all of the owners of
      interests, direct, indirect or beneficial, except the voting securities
      required by law to be owned by directors, are persons that are accredited
      investors;

	 	 	 
	[   ]	(u) 	
      an investment fund that is advised by a person registered
      as an adviser or a person that is exempt from registration as an
      adviser;

		 	 
	[   ]	(v) 	
      a person that is recognized or designated by the
      securities regulatory authority or, except in Ontario and Québec, the
      regulator as an accredited investor; or

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



For the purposes hereof, the following definitions are included
for convenience: 

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

	 	 
	(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) 	
      “company” means any corporation, incorporated
      association, incorporated syndicate or other incorporated
    organization;

	 	 
	(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” has the same meaning as in National
      Instrument 81-106 Investment Fund Continuous Disclosure;

	 	 
	(g) 	
      “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. 





	(h) 	
      “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;

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

	 	 
	(j) 	
      “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

	 	 
	(k) 	
      “subsidiary” means an issuer that is controlled directly
      or indirectly by another issuer and includes a subsidiary of that
      subsidiary.



In NI 45-106 a person or company is considered to be an
affiliated entity of another person or company if one is a subsidiary entity of
the other, or if both are subsidiary entities of the same person or company, or
if each of them is controlled by the same person or company. 

In NI 45-106 a person (first person) is considered to control
another person (second person) if (a) the first person, directly or indirectly,
beneficially owns or exercises control or direction over securities of the
second person carrying votes which, if exercised, would entitle the first person
to elect a majority of the directors of the second person, unless that first
person holds the voting securities only to secure an obligation, (b) the second
person is a partnership, other than a limited partnership, and the first person
holds more than 50% of the interests of the partnership, or (c) the second
person is a limited partnership and the general partner of the limited
partnership is the first person. 

In NI 45-106 a trust company or trust corporation described in
paragraph (p) above of the definition of “accredited investor” (other than in
respect of a trust company or trust corporation registered under the laws of
Prince Edward Island that is not registered or authorized under the Trust and
Loan Companies Act (Canada) or under comparable legislation in another
jurisdiction of Canada) is deemed to be purchasing as principal. 

In NI 45-106 a person described in paragraph (q) above of the
definition of “accredited investor” is deemed to be purchasing as principal.


The foregoing representations contained in this certificate are
true and accurate as of the date of this certificate and will be true and
accurate as of the Closing Time. If any such representations shall not be true
and accurate prior to the Closing Time, the undersigned shall give immediate
written notice of such fact to the Corporation prior to the Closing Time. 

	Dated:       
      ____________________________	 	Signed:
    ______________________________________
	 	 	 
	 	 	 
	 	 	 
	Witness (If Subscriber is an Individual) 	 	Print the name of Subscriber 
	 	 	 
	 	 	 
	 	 	 
	Print Name of Witness 	 	If Subscriber is not an Individual, 
	  	 	print name and title of Authorized Signing
      Officer 






EXHIBIT TO ACCREDITED INVESTOR STATUS CERTIFICATE 

Risk Acknowledgement Form for Individual Accredited
Investors 

WARNING TO INVESTORS 

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


	SECTION 1 TO BE COMPLETED BY THE ISSUER  
	1. About your investment  
	Type of securities: Units 	Issuer: Enertopia Corp. 
	Purchased from: Enertopia Corp.  
	SECTIONS 2 TO 4 TO BE COMPLETED BY THE SUBSCRIBER  
	2. Risk acknowledgement  





	This investment is risky. Initial that you
      understand that: 	Your 
Initials 
	Risk of loss - You could lose your entire
      investment of $ _____________. [Instruction: Insert the total
      dollar amount of the investment.] 	  
	Liquidity risk - You may not be able to sell your
      investment quickly - or at all. 	  
	Lack of information - You may receive little or no
      information about your investment. 	  
	Lack of advice - You will not receive advice from the
      salesperson about whether this investment is suitable for you unless the
      salesperson is registered. The salesperson is the person who meets with,
      or provides information to, you about making this investment. To check
      whether the salesperson is registered, go to
      www.aretheyregistered.ca. 	  
	3. Accredited investor status 	  
	You must meet at least one of the following criteria to
      be able to make this investment. Initial the statement that applies to
      you. (You may initial more than one statement.) The person identified in
      section 6 is responsible for ensuring that you meet the definition of
      accredited investor. That person, or the salesperson identified in section
      5, can help you if you have questions about whether you meet these
      criteria. 	Your 
initials





	• 	
      Your net income before taxes was more than $200,000 in
      each of the 2 most recent calendar years, and you expect it to be more
      than $200,000 in the current calendar year. (You can find your net income
      before taxes on your personal income tax return.) 
	  
	• 	
      Your net income before taxes combined with your spouse's
      was more than $300,000 in each of the 2 most recent calendar years, and
      you expect your combined net income before taxes to be more than $300,000
      in the current calendar year. 
	  
	• 	
      Either alone or with your spouse, you own more than $1
      million in cash and securities, after subtracting any debt related to the
      cash and securities. 
	  
	• 	
      Either alone or with your spouse, you have net assets
      worth more than $5 million. (Your net assets are your total assets
      (including real estate) minus your total debt.) 
	 




	4. Your name and signature 
	By signing this form, you confirm that you have read this form
      and you understand the risks of making this investment as identified in
      this form. 
	First and last name (please print):










	Signature: 	Date: 




	SECTION 5 TO BE COMPLETED BY THE SALESPERSON    
	5. Salesperson information  
	
      [Instruction: The salesperson is the person who meets
      with, or provides information to, the Subscriber with respect to
      making this investment. That could include a representative of the issuer
      or selling security holder, a registrant or a person who is exempt
      from the registration requirement.] 

	First and last name of salesperson (please print): 	  
	Telephone: 	Email: 
	Name of firm (if registered): 	  
	SECTION 6 TO BE COMPLETED BY THE ISSUER 	 
	6. For more information about this investment 	  
	Enertopia Corp.
      
950 – 1130 West Pender Street 
Vancouver, BC Canada V6E 4A4 	


	Attention: President    	     
	Tel: 604.602.1675	     
	Fax: 604.685.1602	     
	  	  
	
      For more information about prospectus exemptions,
      contact your local securities regulator. You can find contact
      information at www.securities-administrators.ca.      









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;
      







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 




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. 

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.” 

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.

	 	 	 
	 	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 _____________________________, 2016 

	 	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) 






APPENDIX “A” 

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

	
      TO: 
	
      Computershare 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: _____________________________________





GENERAL PROVISIONS 

1      DEFINITIONS


1.1          In
the Subscription Agreement (including the first (cover) page, the Terms on pages
3 to 5, the General Provisions on pages 7 to 5 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) 	
      “Accredited Investor Exemption” means the exemption to
      the prospectus requirements contained in section 2.3 of National
      Instrument 45-106 Prospectus and Registration Exemptions;

	 	 	 
	 	(c) 	
      “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;“BCI 45-534” means BC Instrument 45-534 Exemption from
      Prospectus Requirement for Certain Trades to Existing Security Holders
      of the British Columbia Securities Commission;

	 	 	 
	 	(d) 	
      “Blanket Order 45-501” means The Manitoba Securities
      Commission Blanket Order 45-501

	 	 	 
	 		
      Exemption from prospectus requirement for certain
      trades to existing security holders;

	 	 	 
	 	(e) 	
      "Blanket Order 45-502” means Northwest Territories
      Blanket Order 45-502 Exemption from Prospectus Requirement for Certain
      Trades to Existing Security Holders;

	 	 	 
	 	(f) 	
      “Blanket Order 45-505” means New Brunswick Financial and
      Consumer Services Commission Blanket Order 45-505 Prospectus Exemption
      for Distribution to Existing Security Holders;

	 	 	 
	 	(g) 	
      “Blanket Order 45-511” means Prince Edward Island Office
      of the Superintendent of Securities Blanket Order 45-511 Exemption from
      prospectus requirement for certain trades to existing security
      holders;

	 	 	 
	 	(h) 	
      “Blanket Order 45-525” means Nova Scotia Securities
      Commission Blanket Order 45-525

	 	 	 
	 		
      Exemption from Prospectus Requirements for Certain
      Trades to Existing Security Holders;

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

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

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

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

	 	 	 
	 	(m) 	
      “Existing Security Holder” means a person resident in
      British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec, New
      Brunswick, Nova Scotia, Prince Edward Island or the Northwest Territories
      and has on or before the Record Date, acquired and continues to hold, one
      or more common shares of the Issuer;

	 	 	 
	 	(n) 	
      “Existing Security Holder Exemption” means the exemption
      to the prospectus requirements available to residents of British Columbia,
      Alberta, Saskatchewan, Manitoba, Ontario, Quebec, New Brunswick, Nova
      Scotia, Prince Edward Island and Northwest Territories and provided in, as
      applicable, BCI 45-534, Rule 45-513, General Order 45-926, Blanket Order
      45-501,








	 		
      Regulation 45-513, Rule 45-501, Blanket Order 45-504,
      Blanket Order 45-525, Blanket Order 45-511 and Blanket Order
  45-502;

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

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

	 	 	 
	 	(q) 	
      “General Order 45-926” means Saskatchewan’s Director of
      the Security Division’s General Order 45-926 -Exemption from prospectus
      requirement for certain trades to existing security holders;

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

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

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

	 	 	 
	 	(u) 	
      “Record Date” means March 10, 2016;

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

	 	 	 
	 	(w) 	
      “Regulation 45-513” means Autorité des marchés financiers
      Regulation 45-513 respecting

	 	 	 
	 		
      Prospectus Exemption for Distribution to Existing
      Security Holders;

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

	 	 	 
	 	(y) 	
      “Rule 45-501” means Ontario Securities Commission Rule
      45-501 Ontario Prospectus and Registration Exemptions;

	 	 	 
	 	(z) 	
      “Rule 45-513” means Alberta Securities Commission Rule
      45-513 Prospectus Exemption for Distribution to Existing Security
      Holders;

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

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

	 	 	 
	 	(cc) 	
      “Subscription Agreement” means the first (cover) page,
      the Terms on pages 3 to 5, the General Provisions on pages 13 to 23 and
      the other appendices, acknowledgements, provisions and forms incorporated
      by reference;

	 	 	 
	 	(dd) 	
      “Terms” means those portions of the Subscription
      Agreement headed “Terms” and contained on pages 3 to 5;
  and



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

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 





	 	(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

	 	 	 
	 	(i) 	
      the proceeds received by the Issuer may not be sufficient
      to accomplish its 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 Status
      Certificate forming part of this Subscription Agreement; or

	 	 	 	 
	 		(ii) 	
      the Purchaser is not an individual and 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 Newfoundland, the Purchaser was a shareholder of record of the
      Issuer as at the Record Date 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;

	 	 	 
	 	(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;

	 	 	 
	 	(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 8:








	 	(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;




	 	(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 3 to 5, the
General Provisions on pages 13 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 3 to 5, the General Provisions on pages 13 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. 




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;

	 	 	 
	 	(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      EXISTING
SECURITY HOLDERS 

If the Subscriber is resident in the Province of British
Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec, New Brunswick, Nova
Scotia, Prince Edward Island or the Northwest Territories, and is an Existing
Security Holder, the Issuer represents and warrants to the Subscriber or
Disclosed Purchaser that: 





	 	(a) 	
      the Corporation’s “documents” and “core documents” (both
      as defined under applicable Securities Laws) do not contain a
      misrepresentation; and

	 	 	 
	 	(b) 	
      there is no material fact or material change related to
      the Corporation which has not been generally disclosed,
  and



the Subscriber is hereby advised that he, she or it has a
contractual right of action (the “Right of Action”) against the Issuer for
rescission or damages available to the Subscriber if any document or core
document of the Issuer contains a misrepresentation which is not corrected prior
to the Closing Date, without regard to whether the Subscriber relied on the
misrepresentation when purchasing the Units. The Right of Action is enforceable
by the Subscriber by delivering a notice to the Issuer: 

	 	(a) 	
      in the case of an action for rescission, within 180 days
      of the Subscriber signing this Agreement, or

	 	 	 	 
	 	(b) 	
      in the case of an action for damages, before the earlier
      of:

	 	 	 	 
	 		(i) 	
      180 days after the Subscriber first has knowledge of the
      facts giving rise to the cause of action; or

	 	 	 	 
	 		(ii) 	
      three years of the date the Subscriber signs this
      Agreement.



The Subscriber and acknowledges and agrees that: 

	 	(a) 	
      the Right of Action may be subject to the defence that
      the Subscriber had knowledge of the misrepresentation;

	 	 	 	 
	 	(b) 	
      in the case of an action for damages:

	 	 	 	 
	 		(i) 	
      the amount recoverable will not exceed the price at which
      the Units were offered; and

	 	 	 	 
	 		(ii) 	
      does not include all or any part of the damages that the
      Issuer proves does not represent the depreciation in value of the security
      resulting from the misrepresentation; and

	 	 	 	 
	 	(c) 	
      the Right of Action is in addition to, and does not
      detract from, any other right of the Subscriber.



8      MISCELLANEOUS


8.1          
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. 

8.2          
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. 

8.3          
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. 

8.4          
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.





8.5          
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. 

8.6          
Time is of the essence of this Subscription Agreement and will be
calculated in accordance with the provisions of the Interpretation Act
(British Columbia). 

8.7          
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. 

8.8          
The parties to this Subscription Agreement may amend this Subscription
Agreement only in writing. 

8.9          
This Subscription Agreement enures to the benefit of and is binding upon the
parties to this Subscription Agreement and their successors and permitted
assigns. 

8.10        
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. 

8.11         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. 

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

8.13         
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