Filed by sedaredgar.com - Striker Energy Corp. - Exhibit 10.4






THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE
"SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE
TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO
REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
"1933 ACT").

NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT
RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT OR ANY U.S. STATE SECURITIES
LAWS AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR
INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) 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. 

PRIVATE PLACEMENT SUBSCRIPTION 

 

STRIKER ENERGY CORP. 


PRIVATE PLACEMENT 

INSTRUCTIONS TO SUBSCRIBER: 

	1. 	
      COMPLETE the information on Page 12 of this
      Subscription Agreement.

	 	 
	2. 	
      COMPLETE the Questionnaire attached as Schedule A
      to this Subscription Agreement (the "Questionnaire").

	 	 
	3. 	
      DELIVER the Subscription Proceeds, in the form of
      cash, bank draft or wire transfer (wire transfer instructions will be
      provided upon request), together with one originally executed copy of this
      entire Subscription Agreement (including the Questionnaire), to Striker
      Energy Corp., at



Striker Energy Corp. 
360 Bay Street, Suite 901

Toronto, Ontario M5H 2V6 

  Attention: Joseph Carusone

	4. 	
      FAX a copy of Page 12 of this Subscription
      Agreement, and all pages of the Questionnaire to Striker Energy Corp.,
      attention Joseph Carusone at (416) 352-5236.

	 	 
		
      If you have any questions please contact Joseph Carusone
      at: 1 (416) 489-0093.







2

THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE
"SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE
TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO
REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
"1933 ACT").

NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT
RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, NOR ANY U.S. STATE SECURITIES
LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR
INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) 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. 

PRIVATE PLACEMENT SUBSCRIPTION 
(Non U.S. Subscribers
Only) 

	TO: 	STRIKER ENERGY CORP. (the
      "Company") 
	  	360 Bay Street, Suite 901 
	  	Toronto, Ontario M5H 2V6 
	  	Canada 


Purchase of Securities 

1.                    
SUBSCRIPTION 

1.1                   The
undersigned (the "Subscriber") hereby irrevocably subscribes for and
agrees to purchase a Promissory Note (the "Securities") in the amount set
out on Page 12 of this Subscription Agreement (such subscription and agreement
to purchase being the "Subscription"), for the total subscription price
as set out on Page 12 of this Subscription Agreement (the "Subscription
Proceeds"), which Subscription Proceeds are tendered herewith, on the basis
of the representations and warranties and subject to the terms and conditions
set forth herein. 

1.2                   The
Company hereby agrees to sell the Securities to the Subscriber on the basis of
the representations and warranties and subject to the terms and conditions set
forth herein. Subject to the terms hereof, the Subscription Agreement will be
effective upon its acceptance by the Company. 

1.3                   Unless
otherwise provided, all dollar amounts referred to in this Subscription
Agreement are in lawful money of the United States of America. 

2.                   
 PAYMENT 

2.1                   The
Subscription Proceeds must accompany this Subscription Agreement or they must be
wired directly to the Company in accordance with wire instructions that will be
provided by the Company on request. 

2.2                  
The Company may treat the Subscription Proceeds as a non-interest bearing loan
and may use the Subscription Proceeds prior to this Subscription Agreement being
accepted by the Company. 




3

2.3                  
The Subscriber must complete, sign and return to the Company an executed copy of
this Subscription Agreement and the Questionnaire attached hereto as Schedule A
(the “Questionnaire”). 

2.4                   The
Subscriber shall complete, sign and return to the Company as soon as possible,
on request by the Company, any documents, questionnaires, notices and
undertakings as may be required by regulatory authorities, stock exchanges and
applicable law. 

3.                    
CLOSING 

3.1                   Closing
of the purchase and sale of the Securities shall occur on or before JUNE 30,
2009, or on such other date as may be determined by the Company in its sole
discretion (the "Closing Date"), but there is no minimum or maximum
number of securities being offered. The Subscriber acknowledges that securities
may be issued to other subscribers under this offering (the "Offering"),
and that these may close before, on or after the Closing Date. 

4.                    
ACKNOWLEDGEMENTS OF SUBSCRIBER 

4.1                  
The Subscriber acknowledges and agrees that: 

	 	(a) 	
      the Securities have not been registered under the U.S.
      Securities Act of 1933, as amended (the "1933 Act"), or under any
      securities or "blue sky" laws of any state of the United States and are
      being offered only in a transaction not involving any public offering
      within the meaning of the 1933 Act, and, unless so registered, may not be
      offered or sold in the United States or to a U.S. Person, as that term is
      defined in Regulation “S” (“Regulation “S”) promulgated by the
      Securities and Exchange Commission (the “SEC”) pursuant to the 1933
      Act, except pursuant to an effective registration statement under the 1933
      Act, or pursuant to an exemption from, or in a transaction not subject to,
      the registration requirements of the 1933 Act, and in each case only in
      accordance with applicable state securities laws;

	 	 	 
	 	(b) 	
      the Company will refuse to register any transfer of any
      of the Securities not made in accordance with the provisions of Regulation
      S, 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;

	 	 	 
	 	(c) 	
      the decision to execute this Subscription Agreement and
      purchase the Securities has not been based upon any oral or written
      representation as to fact or otherwise made by or on behalf of the Company
      and such decision is based solely upon information provided by the Company
      in this document (the "Company Information").

	 	 	 
	 	(d) 	
      the Subscriber and the Subscriber's advisor(s) have had a
      reasonable opportunity to review the Company Information and to ask
      questions of and receive answers from the Company regarding the Offering,
      and to obtain additional information, to the extent possessed or
      obtainable without unreasonable effort or expense, necessary to verify the
      accuracy of the information contained in the Company Information, or any
      other document provided to the Subscriber;

	 	 	 
	 	(e) 	
      by execution hereof the Subscriber has waived the need
      for the Company to communicate its acceptance of the purchase of the
      Securities pursuant to this Subscription Agreement;

	 	 	 
	 	(f) 	
      the Company is entitled to rely on the representations
      and warranties and the statements and answers of the Subscriber contained
      in this Subscription Agreement and the Questionnaire and the Subscriber
      will hold harmless the Company from any loss or damage it may suffer as a
      result of the Subscriber's failure to correctly complete this Subscription
      Agreement and the Questionnaire;







4

	 	(g) 	
      the Subscriber will indemnify and hold harmless the
      Company and, where applicable, its respective directors, officers,
      employees, agents, advisors and shareholders from and against any and all
      loss, liability, claim, damage and expense whatsoever (including, but not
      limited to, any and all fees, costs and expenses whatsoever reasonably
      incurred in investigating, preparing or defending against any claim,
      lawsuit, administrative proceeding or investigation whether commenced or
      threatened) arising out of or based upon any acknowledgment,
      representation or warranty of the Subscriber contained herein, the
      Questionnaire or in any other document furnished by the Subscriber to the
      Company in connection herewith, being untrue in any material respect or
      any breach or failure by the Subscriber to comply with any covenant or
      agreement made by the Subscriber to the Company in connection
      therewith;

	 	 	 
	 	(h) 	
      the issuance and sale of the Securities to the Subscriber
      will not be completed if it would be unlawful or if, in the discretion of
      the Company acting reasonably, it is not in the best interests of the
      Company;

	 	 	 
	 	(i) 	
      the Subscriber has been advised to consult the
      Subscriber’s own legal, tax and other advisors with respect to the merits
      and risks of an investment in the Securities and with respect to the
      applicable resale restrictions, and it is solely responsible (and the
      Company is not in any way responsible) for compliance
  with:




	 	(i) 	
      any applicable laws of the jurisdiction in which the
      Subscriber is resident in connection with the distribution of the
      Securities hereunder, and

	 	 	 
	 	(ii) 	
      applicable resale
restrictions;




	 	(j) 	
      the Subscriber has not acquired the Securities as a
      result of, and will not itself engage in, any "directed selling efforts"
      (as defined in Regulation S) in the United States in respect of any of the
      Securities which would include any activities undertaken for the purpose
      of, or that could reasonably be expected to have the effect of,
      conditioning the market in the United States for the resale of any of the
      Securities; provided, however, that the Subscriber may sell or otherwise
      dispose of any of the Securities pursuant to registration of any of the
      Securities pursuant to the 1933 Act and any applicable state securities
      laws or under an exemption from such registration requirements and as
      otherwise provided herein;

	 	 	 
	 	(k) 	
      the Subscriber is not a U.S. Person (as defined in
      Regulation S), is outside the United States when receiving and executing
      this Subscription Agreement and is acquiring the Securities as principal
      for its own account, for investment purposes only, and not with a view to,
      or for, resale, distribution or fractionalization thereof, in whole or in
      part, and no other person has a direct or indirect beneficial interest in
      such Securities;

	 	 	 
	 	(l) 	
      the statutory and regulatory basis for the exemption
      claimed for the offer and sale of the Securities, although in technical
      compliance with Regulation S, would not be available if the offering is
      part of a plan or scheme to evade the registration provisions of the 1933
      Act;

	 	 	 
	 	(m) 	
      the Company has advised the Subscriber that the Company
      is relying on an exemption from the requirements to provide the Subscriber
      with a prospectus and to sell the Securities through a person registered
      to sell securities and, as a consequence of acquiring the Securities
      pursuant to this exemption, certain protections, rights and remedies,
      including statutory rights of rescission or damages, will not be available
      to the Subscriber;

	 	 	 
	 	(n) 	
      the Securities are not listed on any stock exchange and
      no representation has been made to the Subscriber that any of the
      Securities will become listed on any stock
exchange;







5

	 	(o) 	
      neither the SEC, nor any other securities regulatory
      authority has reviewed or passed on the merits of the
Securities;

	 	 	 
	 	(p) 	
      no documents in connection with this Offering have been
      reviewed by the SEC, nor by any other state securities
    administrators;

	 	 	 
	 	(q) 	
      there is no government or other insurance covering any of
      the Securities; and

	 	 	 
	 	(r) 	
      this Subscription Agreement is not enforceable by the
      Subscriber unless it has been accepted by the Company, and the Subscriber
      acknowledges and agrees that the Company reserves the right to reject any
      subscription for any reason.



5.                   
 REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE
SUBSCRIBER 

5.1                   The
Subscriber hereby represents and warrants to and covenants with the Company, as
of the date of this Agreement and as of the Closing Date (which representations,
warranties and covenants shall survive the Closing Date) that: 

	 	(a) 	
      by completing the Questionnaire, the Subscriber is
      representing and warranting that the Subscriber satisfies one of the
      categories of registration and prospectus exemptions provided in National
      Instrument 45-106 Prospectus and Registration Exemptions ("NI
      45-106") adopted by the Ontario Securities Commission (the
      "OSC") and:

	 	 	 	 
	 		(i) 	
      is either purchasing the Shares (A) as principal and not
      for the benefit of any other person, or is deemed under NI 45-106 to be
      purchasing the Shares as principal, or (B) as agent for a beneficial
      purchaser disclosed in this Subscription Agreement, and is an agent or
      trustee with proper authority to execute all documents required in
      connection with the purchase of the Shares on behalf of such disclosed
      beneficial purchaser and such disclosed beneficial purchaser for whom the
      Subscriber is contracting hereunder is purchasing as principal and not for
      the benefit of any other person, or is deemed under NI 45-106 to be
      purchasing the Securities as principal, and such disclosed beneficial
      purchaser satisfies one of the categories of registration and prospectus
      exemptions provided in NI 45-106;

	 	 	 	 
	 		(ii) 	
      if the Subscriber is, or the beneficial purchaser for
      whom the Subscriber is contracting hereunder is, as the case may be, a
      person, other than an individual or investment fund, that has net assets
      of at least CDN$5,000,000, the Subscriber was not, or the beneficial
      purchaser for whom the Subscriber is contracting hereunder was not, as the
      case may be, created or used solely to purchase or hold securities as an
      accredited investor; and

	 	 	 	 
	 		(iii) 	
      the Subscriber has concurrently executed and delivered a
      certificate in the form attached as Schedule “A” hereto.

	 	 	 	 
	 	(b) 	
      the Subscriber is outside the United States when
      receiving and executing this Subscription Agreement;

	 	 	 	 
	 	(c) 	
      the Subscriber is not a “U.S. Person”, as defined in
      Regulation S;

	 	 	 	 
	 	(d) 	
      the Subscriber is not acquiring the Securities for the
      account or benefit of, directly or indirectly, any U.S. Person, as defined
      in Regulation S;

	 	 	 	 
	 	(e) 	
      the Subscriber is resident in the jurisdiction set out on
      Page 12 of this Subscription Agreement;







6

	 	(f) 	
      the Subscriber:

	 	 	 	 	 
	 		(i) 	
      is knowledgeable of, or has been independently advised as
      to, the applicable securities laws of the securities regulators having
      application in the jurisdiction in which the Subscriber is resident (the
      “International Jurisdiction”) which would apply to the acquisition
      of the Securities,

	 	 	 	 	 
	 		(ii) 	
      is purchasing the Securities pursuant to exemptions from
      prospectus or equivalent requirements under applicable securities laws or,
      if such is not applicable, the Subscriber is permitted to purchase the
      Securities under the applicable securities laws of the securities
      regulators in the International Jurisdiction without the need to rely on
      any exemptions,

	 	 	 	 	 
	 		(iii) 	
      acknowledges that the applicable securities laws of the
      authorities in the International Jurisdiction do not require the Company
      to make any filings or seek any approvals of any kind whatsoever from any
      securities regulator of any kind whatsoever in the International
      Jurisdiction in connection with the issue and sale or resale of the
      Securities, and

	 	 	 	 	 
	 		(iv) 	
      represents and warrants that the acquisition of the
      Securities by the Subscriber does not trigger:

	 	 	 	 	 
	 			A. 	
      any obligation to prepare and file a prospectus or
      similar document, or any other report with respect to such purchase in the
      International Jurisdiction, or

	 	 	 	 	 
	 			B. 	
      any continuous disclosure reporting obligation of the
      Company in the International Jurisdiction, and



the Subscriber will, if requested by
the Company, deliver to the Company a certificate or opinion of local counsel
from the International Jurisdiction which will confirm the matters referred to
in subparagraphs (ii), (iii) and (iv) above to the satisfaction of the Company,
acting reasonably; 

	 	(g) 	
      the Subscriber is acquiring the Securities as principal
      for investment only and not with a view to, or for, resale, distribution
      or fractionalization thereof, in whole or in part, and, in particular, it
      has no intention to distribute either directly or indirectly any of the
      Securities in the United States or to U.S. Persons (as defined in
      Regulation S);

	 	 	 
	 	(h) 	
      the Subscriber acknowledges that it has not acquired the
      Securities as a result of, and will not itself engage in, any "directed
      selling efforts" (as defined in Regulation S) in the United States in
      respect of any of the Securities which would include any activities
      undertaken for the purpose of, or that could reasonably be expected to
      have the effect of, conditioning the market in the United States for the
      resale of any of the Securities; provided, however, that the Subscriber
      may sell or otherwise dispose of any of the Securities pursuant to
      registration of any of the Securities pursuant to the 1933 Act and any
      applicable state securities laws or under an exemption from such
      registration requirements and as otherwise provided herein;

	 	 	 
	 	(i) 	
      the Subscriber has the legal capacity and competence to
      enter into and execute this Subscription Agreement and to take all actions
      required pursuant hereto and, if the Subscriber is a corporation, it is
      duly incorporated and validly subsisting under the laws of its
      jurisdiction of incorporation and all necessary approvals by its
      directors, shareholders and others have been obtained to authorize
      execution and performance of this Subscription Agreement on behalf of the
      Subscriber;







7

	 	(j) 	
      the entering into of this Subscription Agreement and the
      transactions contemplated hereby do not result in the violation of any of
      the terms and provisions of any law applicable to, or, if applicable, the
      constating documents of, the Subscriber, or of any agreement, written or
      oral, to which the Subscriber may be a party or by which the Subscriber is
      or may be bound;

	 	 	 
	 	(k) 	
      the Subscriber has duly executed and delivered this
      Subscription Agreement and it constitutes a valid and binding agreement of
      the Subscriber enforceable against the Subscriber;

	 	 	 
	 	(l) 	
      the Subscriber has received and carefully read this
      Subscription Agreement;

	 	 	 
	 	(m) 	
      the Subscriber (i) has adequate net worth and means of
      providing for its current financial needs and possible personal
      contingencies, (ii) has no need for liquidity in this investment, and
      (iii) is able to bear the economic risks of an investment in the
      Securities for an indefinite period of time, and can afford the complete
      loss of such investment;

	 	 	 
	 	(n) 	
      the Subscriber has the degree of knowledge, education and
      experience in financial and business matters as to enable the Subscriber
      to evaluate the merits and risks of the investment in the Securities and
      the Company;

	 	 	 
	 	(o) 	
      the Subscriber understands and agrees that the Company
      and others will rely upon the truth and accuracy of the acknowledgements,
      representations, warranties, covenants and agreements contained in this
      Subscription Agreement and the Questionnaire, and agrees that if any of
      such acknowledgements, representations and agreements are no longer
      accurate or have been breached, the Subscriber shall promptly notify the
      Company;

	 	 	 
	 	(p) 	
      the Subscriber is aware that an investment in the Company
      is speculative and involves certain risks, including the possible loss of
      the investment;

	 	 	 
	 	(q) 	
      the Subscriber is not an underwriter of, or dealer in,
      the Company's Securities, nor is the Subscriber participating, pursuant to
      a contractual agreement or otherwise, in the distribution of the
      Securities;

	 	 	 
	 	(r) 	
      the Subscriber has made an independent examination and
      investigation of an investment in the Securities and the Company and has
      depended on the advice of its legal and financial advisors and agrees that
      the Company will not be responsible in anyway whatsoever for the
      Subscriber's decision to invest in the Securities and the
  Company;

	 	 	 
	 	(s) 	
      if the Subscriber is acquiring the Securities as a
      fiduciary or agent for one or more investor accounts, the Subscriber has
      sole investment discretion with respect to each such account, and the
      Subscriber has full power to make the foregoing acknowledgements,
      representations and agreements on behalf of such account;

	 	 	 
	 	(t) 	
      the Subscriber is not aware of any advertisement of any
      of the Securities and is not acquiring 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 or
      television, or any seminar or meeting whose attendees have been invited by
      general solicitation or general advertising;

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




	 	(i) 	
      that any person will resell or repurchase any of the
      Securities,

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







8

	 	(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 any stock exchange or that application has been made to list
      and post any of the Securities of the Company on any stock exchange;
      and




	 	(v) 	
      the Subscriber acknowledges and agrees that the Company
      shall not consider the Subscriber's Subscription for acceptance unless the
      undersigned provides to the Company, along with an executed copy of this
      Subscription Agreement:

	 	 	 	 
	 		(i) 	
      a fully completed and executed Questionnaire in the form
      attached hereto as Schedule A, and

	 	 	 	 
	 		(ii) 	
      such other supporting documentation that the Company or
      its legal counsel may request to establish the Subscriber's qualification
      as a qualified investor.



5.2                  
In this Subscription Agreement, the term "U.S. Person" shall have the meaning
ascribed thereto in Regulation S promulgated under the 1933 Act and for the
purpose of the Subscription Agreement includes any person in the United States.


6.                   
 ACKNOWLEDGEMENT AND WAIVER 

6.1                  
The Subscriber has acknowledged that the decision to purchase the Securities was
made based solely on the Company Information. The Subscriber hereby waives, to
the fullest extent permitted by law, any rights of withdrawal, rescission or
compensation for damages to which the Subscriber might be entitled in connection
with the distribution of any of the Securities. Because the Subscriber is not
purchasing the Securities under a prospectus, the Subscriber will not have the
civil protections, rights and remedies that would otherwise be available to the
Subscriber under the securities laws in Canada, including statutory rights of
rescission or damages. 

7.                   
 REPRESENTATIONS AND WARRANTIES WILL BE RELIED UPON BY THE
COMPANY 

7.1                  
The Subscriber acknowledges that the acknowledgements, representations and
warranties contained herein and in the Questionnaire are made by it with the
intention that they may be relied upon by the Company and its legal counsel in
determining the Subscriber's eligibility to purchase the Securities under
applicable securities legislation, or (if applicable) the eligibility of others
on whose behalf it is contracting hereunder to purchase the Securities under
applicable securities legislation. The Subscriber further agrees that by
accepting delivery of the certificates representing the Securities, it will be
representing and warranting that the acknowledgements representations and
warranties contained herein and in the Questionnaire are true and correct as of
the date hereof and the date of delivery and will continue in full force and
effect notwithstanding any subsequent disposition by the Subscriber of all of
the Securities. 

8.                    
RESALE RESTRICTIONS 

8.1                  
The Subscriber acknowledges that any resale of any of the Securities will be
subject to resale restrictions contained in the securities legislation
applicable to the Subscriber or proposed transferee. The Subscriber acknowledges
that none of the Securities have been registered under the 1933 Act or the
securities laws of any state of the United States. The Securities may not be
offered or sold in the United States unless registered in accordance with
federal securities laws and all applicable state securities laws or exemptions
from such registration requirements are available. 




9

8.2                  
The Subscriber acknowledges that the Securities are subject to resale
restrictions in Canada and may not be traded in Canada except as permitted by
the Securities Act (Ontario) (the “Ontario Act”) and the rules
made thereunder. 

8.3                   Pursuant
to NI 45-102, a subsequent trade in the Securities will be a distribution
subject to the prospectus and registration requirements of applicable Canadian
securities legislation (including the Ontario Act) unless certain conditions are
met, which conditions include the requirement that a hold period (the
"Canadian Hold Period") beginning on the date on which the Securities
were issued, as mandated by Canada’s National Instrument 45-102, Resale of
Securities (“45-102”), shall have elapsed and, during the currency of
the Canadian Hold Period, any certificate representing the Securities is
imprinted with a restrictive legend (the "Canadian Legend"). 

8.4                  
By executing and delivering this Subscription Agreement, the Subscriber has
directed the Company not to include the Canadian Legend on any certificates
representing the Securities to be issued to the Subscriber. 

8.5                  
As a consequence, the Subscriber may not be able to rely on the resale
provisions of NI 45-102, and any subsequent trade in any of the Securities
during or after the Canadian Hold Period may be a distribution subject to the
prospectus and registration requirements of Canadian securities legislation, to
the extent that the trade is at that time subject to any such Canadian
securities legislation. 

8.6                   No
Securities of any class of the Company shall be transferred without the approval
of the directors, provided that approval of any transfer of Securities may be
given as aforesaid after the transfer has been effected upon the records of the
Company, in which event, unless the said approval stipulates otherwise, the said
transfer shall be valid and shall take effect as from the date of its very entry
upon the books of the Company. This covenant shall survive the Closing. 

9.                   
COLLECTION OF PERSONAL INFORMATION 

9.1                   The
Subscriber acknowledges and consents to the fact that the Company is collecting
the Subscriber's personal information for the purpose of fulfilling this
Subscription Agreement and completing the Offering. The Subscriber's personal
information (and, if applicable, the personal information of those on whose
behalf the Subscriber is contracting hereunder) may be disclosed by the Company
to (a) stock exchanges or securities regulatory authorities, (b) the Company's
registrar and transfer agent, (c) tax authorities, (d) law enforcement
authorities, (e) authorities pursuant to the Proceeds of Crime (Money
Laundering) and Terrorist Financing Act (Canada) and (f) any of the other
parties involved in the Offering, including legal counsel, and may be included
in record books in connection with the Offering. By executing this Subscription
Agreement, the Subscriber is deemed to be consenting to the foregoing
collection, use and disclosure of the Subscriber's personal information (and, if
applicable, the personal information of those on whose behalf the Subscriber is
contracting hereunder) and to the retention of such personal information for as
long as permitted or required by law or business practice. Notwithstanding that
the Subscriber may be purchasing Securities as agent on behalf of an undisclosed
principal, the Subscriber agrees to provide, on request, particulars as to the
identity of such undisclosed principal as may be required by the Company in
order to comply with the foregoing.

Furthermore, the Subscriber is hereby notified that: 

	 	(a) 	
      the Corporation may deliver to the Ontario Securities
      Commission and/or the SEC certain personal information pertaining to the
      Subscriber, including such Subscriber’s full name, residential address and
      telephone number, the number of shares or other securities of the
      Corporation owned by the Subscriber, the number of Securities purchased by
      the Subscriber and the total purchase price paid for such Securities, the
      prospectus exemption relied on by the Corporation and the date of
      distribution of the Securities.







10

	 	(b) 	
      such information is being collected indirectly by the
      Ontario Securities Commission under the authority granted to it in
      securities legislation,

	 	 	 
	 	(c) 	
      such information is being collected for the purposes of
      the administration and enforcement of the securities legislation of
      Ontario, and

	 	 	 
	 	(d) 	
      the Subscriber may contact the following public official
      in Ontario with respect to questions about the Ontario Securities
      Commission’s indirect collection of such information at the following
      address and telephone number:

	 	 	 
	 		
      Administrative Assistant to the Director of Corporate
      Finance Ontario Securities Commission Suite 1903, Box 55, 20 Queen Street
      West Toronto, Ontario, M5H 3S8 Telephone: (416)
593-8086



10.                 
COSTS 

10.1                
The Subscriber acknowledges and agrees that all costs and expenses incurred by
the Subscriber (including any fees and disbursements of any special counsel
retained by the Subscriber) relating to the purchase of the Securities shall be
borne by the Subscriber. 

11.                
 GOVERNING LAW 

11.1              
This Subscription Agreement is governed by the laws of the State of Nevada. The
Subscriber, in its personal or corporate capacity and, if applicable, on behalf
of each beneficial purchaser for whom it is acting, irrevocably attorns to the
exclusive jurisdiction of the Courts of the State of Nevada. 

12.                 
SURVIVAL 

12.1              
This Subscription Agreement, including without limitation the representations,
warranties and covenants contained herein, shall survive and continue in full
force and effect and be binding upon the parties hereto notwithstanding the
completion of the purchase of the Securities by the Subscriber pursuant hereto.


13.                 
ASSIGNMENT 

13.1              
This Subscription Agreement is not transferable or assignable. 

14.                
 SEVERABILITY 

14.1              
The invalidity or unenforceability of any particular provision of this
Subscription Agreement shall not affect or limit the validity or enforceability
of the remaining provisions of this Subscription Agreement. 

15.                 
ENTIRE AGREEMENT 

15.1              
Except as expressly provided in this Subscription Agreement and in the
agreements, instruments and other documents contemplated or provided for herein,
this Subscription Agreement contains the entire agreement between the parties
with respect to the sale of the Securities and there are no other terms,
conditions, representations or warranties, whether expressed, implied, oral or
written, by statute or common law, by the Company or by anyone else. 




11

16.                 
NOTICES 

16.1              
All notices and other communications hereunder shall be in writing and shall be
deemed to have been duly given if mailed or transmitted by any standard form of
telecommunication. Notices to the Subscriber shall be directed to the address on
Page 12 and notices to the Company shall be directed to it at the address stated
on the first page of this Subscription Agreement. 

17.                 
COUNTERPARTS AND ELECTRONIC MEANS 

17.1               
This Subscription Agreement may be executed in any number of counterparts, each
of which, when so executed and delivered, shall constitute an original and all
of which together shall constitute one instrument. Delivery of an executed copy
of this Subscription Agreement by electronic facsimile transmission or other
means of electronic communication capable of producing a printed copy will be
deemed to be execution and delivery of this Subscription Agreement as of the
date hereinafter set forth. 




12

IN WITNESS WHEREOF the Subscriber has duly executed this
Subscription Agreement as of the date hereinafter set forth. 

DELIVERY AND REGISTRATION INSTRUCTIONS

	1. 	
      Delivery - please make deliveries to the following
      address:

	 	 
		
      TRELS INVESTMENTS LTD. 
      ___________________________________________________________________

	 	(name)
		
	 	 
	 	17 GR. XENOPOULOU STREET, PO BOX 54425, 3724 LIMASSOL
      CYPRUS_________________________________
		
      (address)

	 	 
	2. 	
      Registration - registration of the Securities should be
      made as follows:

	 	 
		
      TRELS INVESTMENTS LTD. 
      ___________________________________________________________________

	 	(name)
		
	 	 
	 	17 GR. XENOPOULOU STREET, PO BOX 54425, 3724 LIMASSOL
      CYPRUS_________________________________
		
      (address)

	 	 
	3. 	
      The undersigned hereby acknowledges that he or she will
      deliver to the Company all such additional completed forms in respect of
      the Subscriber's purchase of the Securities as may be required for filing
      with the appropriate securities regulatory
authorities.






	TRELS
      INVESTMENTS LTD. 	 	17
      GR. XENOPOULOU STREET 
	(Name of Subscriber – Please type or print) 	 	(Address of Subscriber) 
	 	 	 
	  	 	3724
      LIMASSOL 
	(Name of Signatory and Office, if for a body 	 	(City, State, and Zip Code of Subscriber)

	corporate – Please type or print) 	 	  
	 	 	 
	  	 	CYPRUS 
	(Signature) 	 	(Country of Subscriber) 
	 	 	 
	$50,000 	 	00357 25 866001 
	(Note to be Purchased) 	 	(Fax Number) 
	 	 	 
	$50,000 	 	melina@totalservecy.com 
	(Total Subscription Price) 	 	(Email Address) 







13

A C C E P T A N C E 

The above-mentioned Subscription Agreement in respect of the
Securities is hereby accepted by STRIKER ENERGY CORP. 

DATED at Toronto, Ontario, the _____ day of June, 2009. 

STRIKER ENERGY CORP. 


 

Per:    
__________________________________________
           
Joseph Carusone 




SCHEDULE A 

QUESTIONNAIRE 

All capitalized terms herein, unless otherwise defined, have
the meanings ascribed thereto in the Subscription Agreement. 

The purpose of this Questionnaire is to assure the Company that
the Subscriber will meet certain requirements of National Instrument 45-106
("NI 45-106"). The Company will rely on the information contained in this
Questionnaire for the purposes of such determination. 

The Subscriber covenants, represents and warrants to the
Company that: 

	 	1. 	
      the Subscriber has such knowledge and experience in
      financial and business matters as to be capable of evaluating the merits
      and risks of the transactions detailed in the Subscription Agreement and
      the Subscriber is able to bear the economic risk of loss arising from such
      transactions;

	 	 	 
	 	2. 	
      the Subscriber is (tick one or more of the following
      boxes):




		(A) 	
      a director, executive officer, employee or control person
      of the Company or an affiliate of the Company 
	[  ]
	 	  	
       
	  
		(B) 	
      a spouse, parent, grandparent, brother, sister or child
      of a director, executive officer, founder or control person of the Company
      or an affiliate of the Company 
	[  ]
	 	  	
       
	  
		(C) 	
      a parent, grandparent, brother, sister or child of the
      spouse of a director, executive officer, founder or control person of the
      Company or an affiliate of the Company 
	[  ]
	 	  	
       
	  
		(D) 	
      a close personal friend of a director, executive officer,
      founder or control person of the Company 
	[  ]
	 	  	
       
	  
		(E) 	
      a close business associate of a director, executive
      officer, founder or control person of the Company or an affiliate of the
      Company 
	[  ]
	 	  	
       
	  
	 	(F) 	
      an accredited investor 
	X 
	 	  	
       
	  
		(G) 	
      a company, partnership or other entity of which a
      majority of the voting securities are beneficially owned by, or a majority
      of the directors are, persons described in paragraphs A to F 
	[  ]
	 	  	
       
	  
		(H) 	
      a trust or estate of which all of the beneficiaries or a
      majority of the trustees or executors are persons described in paragraphs
      A to F 
	[  ]
	 	  	
       
	  
		(I) 	
      purchasing as principal Securities with an aggregate
      acquisition cost of not less than CDN$150,000 
	[  ]






- 2 - 

	 	3. 	
      if the Subscriber has checked box B, C, D, E, G or H in
      paragraph 3 above, the director, executive officer, founder or control
      person of the Company with whom the undersigned has the relationship
      is:

	 	 	 
	 	 	 
	 		
      (Instructions to Subscriber: fill in the name of each
      director, executive officer, founder and control person which you have the
      above-mentioned relationship with. If you have checked box G or H, also
      indicate which of A to F describes the securityholders, directors,
      trustees or beneficiaries which qualify you as box G or H and provide the
      names of those individuals. Please attach a separate page if
      necessary).

	 	 	 
	 	4. 	
      if the Subscriber has ticked box F in Section 2 above,
      the Subscriber satisfies one or more of the categories of "accredited
      investor" (as that term is defined in NI 45-106) indicated below (please
      check the appropriate box):




		[  ] 	
      (a) a Canadian financial institution as defined in
      National Instrument 14-101, or an authorized foreign bank listed in
      Schedule III of the Bank Act (Canada); 

	 	  	
       

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

	 	  	
       

		[  ] 	
      (c) a subsidiary of any person referred to in any of the
      foregoing categories, 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; 

	 	  	
       

		[  ] 	
      (d) an individual registered or formerly registered under
      securities legislation in a jurisdiction of Canada, as a representative of
      a person or company registered under securities legislation in a
      jurisdiction of Canada, as an adviser or dealer, other than a limited
      market dealer registered under the Securities Act (Ontario) or the
      Securities Act (Newfoundland); 

	 	  	
       

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

	 	  	
       

		[  ] 	
      (f) the government of Canada or a province, or any crown
      corporation or agency of the government of Canada or a province;


	 	  	
       

		[  ] 	
      (g) a municipality, public board or commission in Canada
      and a metropolitan community, school board, the Comite de gestion de la
      taxe scholaire de l'ile de Montreal or an intermunicipal management board
      in Québec; 

	 	  	
       

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

	 	  	
       

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

	 	  	
       

		[  ] 	
      (j) an individual who either alone or with a spouse
      beneficially owns, directly or indirectly, financial assets (as defined in
      NI 45-106) having an aggregate realizable value that, before taxes but net
      of any related liabilities, exceeds CDN$1,000,000; 

	 	  	
       

		[  ] 	
      (k) an individual whose net income before taxes exceeded
      CDN$200,000 in each of the two more recent calendar years or whose net
      income before taxes combined with that of a 







- 3 - 

			
      spouse exceeded $300,000 in each of those 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 CDN $5,000,000; 

	 	  	
       

		X 	
      (m) a person, other than an individual or investment
      fund, that had net assets of at least CDN$5,000,000 as reflected on its
      most recently prepared financial statements; 

	 	  	
       

		[  ] 	
      (n) an investment fund that distributes it securities
      only to persons that are accredited investors at the time of distribution,
      a person that acquires or acquired a minimum of CDN$150,000 of value in
      securities, or a person that acquires or acquired securities under
      Sections 2.18 or 2.19 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 (i) 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
      (ii) in Ontario, is purchasing a security that is not a security of an
      investment fund; 

	 	  	
       

		[  ] 	
      (r) a registered charity under the Income Tax Act
      (Canada) that, in regard to the trade, has obtained advice from an
      eligibility advisor or an advisor 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 are persons or companies that are accredited investors;
      

	 	  	
       

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

	 	  	
       

		[  ] 	
      (v) a person that is recognized or designated by the
      securities regulatory authority or, except in Ontario and Québec, the
      regulator as (i) an accredited investor, or (ii) an exempt purchaser in
      Alberta or British Columbia after this instrument comes into force;
  




	 	5. 	
      If on the date that this Questionnaire is signed the
      Company and the Subscriber wish to rely on the exemption for private
      companies contained in Part 2.4 of NI 45-106, the Subscriber represents
      and warrants to the Company that it is either:




	 	(A) 	a director, officer, employee,
      founder or control person of the issuer 	 [  ]
	 	  	  	 
	 	(B) 	a spouse, parent, grandparent,
      brother, sister or child of a director, executive officer, founder or
      control person of the issuer 	[ 
]






- 4 - 

		(C) 	a parent, grandparent, brother,
      sister or child of the spouse of a director, executive officer, founder or
      control person of the issuer 	[  ]
	 	 	 	 
		(D) 	a close personal friend of a
      director, executive officer, founder or control person of the issuer 	[  ]
	 	 	 	 
		(E) 	a close business associate of a
      director, executive officer, founder or control person of the issuer 	[  ]
	 	 	 	 
		(F) 	a spouse, parent, grandparent,
      brother, sister or child of the selling security holder or of the selling
      security holder’s spouse 	[  ]
	 	 	 	 
	 	(G) 	a security holder of the issuer    	[  ] 
	 	 	 	 
	 	(H) 	an accredited investor 	[  ] 
	 	 	 	 
		(I) 	a person of which a majority of
      the voting securities are beneficially owned by, or a majority of the
      directors are, persons described in paragraphs (a) to (h) 	[  ]
	 	 	 	 
		(J) 	a trust or estate of which all of
      the beneficiaries or a majority of the trustees or executors are persons
      described in paragraphs (a) to (h), or 	[  ]
	 	 	 	 
	 	(K) 	a person that is not the public    	[ 
] 


The Subscriber acknowledges and agrees that the Subscriber may
be required by the Company to provide such additional documentation as may be
reasonably required by the Company and its legal counsel in determining the
Subscriber's eligibility to acquire the Securities under relevant legislation.


                          
IN WITNESS WHEREOF, the undersigned has executed this Questionnaire as of the
________ day of June, 2009. 

	If an Individual: 	 	If a Corporation, Partnership or Other Entity:
    
	 	 	 
	 	 	 
	  	 	TRELS INVESTMENTS LTD.
      _____________________________
	Signature 	 	Print or Type Name of Entity 
	 	 	 
	 	 	 
	Print or Type Name 	 	Signature of Authorized Signatory 
	 	 	 
	 	 	 
	  	 	CORPORATION
      _______________________________________
	  	 	Type of Entity 


For the purposes of this Questionnaire, the following
definitions are included for convenience:

	 	(a) 	
      “affiliate” means that an issuer is an affiliate of
      another issuer if:




	 	(i) 	
      one of them is the subsidiary of the other,
  or







- 5 - 

	 	(ii) 	
      each of them is controlled by the same
  person.




	 	(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) 	
      “control person” has the same meaning as in securities
      legislation except in Manitoba, Newfoundland and Labrador, Northwest
      Territories, Nova Scotia, Nunavut, Ontario, Prince Edward Island and
      Quebec where control person means any person that holds or is one of a
      combination of persons that holds

	 	 	 	 	 
	 		(i) 	
      a sufficient number of any of the securities of an issuer
      so as to affect materially the control of the issuer, or

	 	 	 	 	 
	 		(ii) 	
      more than 20% of the outstanding voting securities of an
      issuer except where there is evidence showing that the holding of those
      securities does not affect materially the control of the issuer.

	 	 	 	 	 
	 	(e) 	
      “entity” means a company, syndicate, partnership, trust
      or unincorporated organization;

	 	 	 	 	 
	 	(f) 	
      “financial assets” means cash, securities, or any
      contract of insurance or deposit or evidence thereof that is not a
      security for the purposes of the securities legislation;

	 	 	 	 	 
	 	(g) 	
      “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;

	 	 	 	 	 
	 	(h) 	
      “mutual fund” means:

	 	 	 	 	 
	 		(i) 	
      for the purposes of British Columbia law,

	 	 	 	 	 
	 			(A) 	
      an issuer of a security that entitles the holder to
      receive on demand, or within a specified period after demand, an amount
      computed by reference to the value of a proportionate interest in the
      whole or in a part of the net assets, including a separate fund or trust
      account, of the issuer of the security,

	 	 	 	 	 
	 			(B) 	
      an issuer described in an order that the commission may
      make under section 3.2 of the Securities Act (B.C.), and

	 	 	 	 	 
	 			(C) 	
      an issuer that is in a class of prescribed
  issuers,

	 	 	 	 	 
	 				
      but does not include an issuer, or a class of issuers,
      described in an order that the commission may make under section 3.1 of
      the Securities Act (B.C.);

	 	 	 	 	 
	 		(ii) 	
      for the purposes of Alberta
law,







- 6 - 

	 	(A) 	
      an issuer whose primary purpose is to invest money
      provided by its security holders and whose securities entitle the holder
      to receive on demand, or within a specified period after demand, an amount
      computed by reference to the value of a proportionate interest in the
      whole or in part of the net assets, including a separate fund or trust
      account, of the issuer, or

	 	 	 
	 	(B) 	
      an issuer that is designated as a mutual fund under
      section 10 of the Alberta Securities Act (Alberta) or in accordance with
      the regulations,




	 		
      but does not include an issuer, or class of issuers, that
      is designated under section 10 of the Alberta Securities Act (Alberta) not
      to be a mutual fund;

	 	 	 
	 	(iii) 	
      for the purposes of Ontario law, an issuer whose primary
      purpose is to invest money provided by its security holders and whose
      securities entitle the holder to receive on demand, or within a specified
      period after demand, an amount computed by reference to the value as a
      proportionate interest in the whole or in part of the net assets,
      including a separate fund or trust account, of the issuer;

	 	 	 
	 	(iv) 	
      for the purposes of Quebec law, a company issuing shares
      which must, on request of the holder, redeem them at their net asset
      value;




	 	(i) 	
      “non-redeemable investment fund” means an
  issuer:

	 	 	 	 	 
	 		(i) 	
      whose primary purpose is to invest money provided by its
      security holders;

	 	 	 	 	 
	 		(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;

	 	 	 	 	 
	 	(j) 	
      “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;

	 	 	 	 	 
	 	(k) 	
      “portfolio adviser” means:

	 	 	 	 	 
	 		(i) 	
      a portfolio manager; or

	 	 	 	 	 
	 		(ii) 	
      a broker or investment dealer exempted from registration
      as an adviser under section 148 of the regulation made under the
      Securities Act (Ontario) if that broker or
investment







- 7 - 

dealer is not exempt from the by-laws
or regulations of the Toronto Stock Exchange or the Investment Dealers’
Association of Canada referred to in that section; 

	 	(l) 	
      “related liabilities” means liabilities incurred or
      assumed for the purpose of financing the acquisition or ownership of
      financial assets or liabilities that are secured by financial assets;
      and

	 	 	 	 
	 	(m) 	
      “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);

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