AS PRINCIPAL FOR THE
PURCHASER'S OWN ACCOUNT, FOR INVESTMENT PURPOSES, NOT AS NOMINEE OR AGENT, AND
NOT WITH A VIEW TO THE RESALE OR DISTRIBUTION OF ANY PART THEREOF IN VIOLATION
OF THE 1933 ACT, AND THE PURCHASER HAS NO PRESENT INTENTION OF SELLING, GRANTING
ANY PARTICIPATION IN, OR OTHERWISE DISTRIBUTING THE SAME IN VIOLATION OF THE
1933 ACT.
THE PURCHASER IS NOT A REGISTERED BROKER DEALER OR AN ENTITY ENGAGED
IN THE BUSINESS OF BEING A BROKER DEALER.
6.3.
INVESTMENT EXPERIENCE.
THE PURCHASER ACKNOWLEDGES THAT IT CAN
BEAR THE ECONOMIC RISK AND COMPLETE LOSS OF ITS INVESTMENT IN THE NOTES AND HAS
SUCH KNOWLEDGE AND EXPERIENCE IN FINANCIAL OR BUSINESS MATTERS THAT IT IS
CAPABLE OF EVALUATING THE MERITS AND RISKS OF
31
the investment contemplated hereby.
The Purchaser is experienced in making
private investments in public equities, similar to the purchase of the Notes
hereunder.
6.4.
DISCLOSURE OF INFORMATION.
THE PURCHASER HAS NO KNOWLEDGE OF ANY
"MATERIAL FACT" OR "MATERIAL CHANGE" (AS THOSE TERMS ARE DEFINED IN THE
SECURITIES ACT
(BRITISH COLUMBIA)) IN THE AFFAIRS OF THE COMPANY THAT HAS NOT
BEEN GENERALLY DISCLOSED TO THE PUBLIC, OTHER THAN THIS PARTICULAR TRANSACTION;
THE PURCHASER'S DECISION TO TENDER THIS OFFER AND PURCHASE THE NOTES HAS NOT
BEEN MADE AS A RESULT OF ANY VERBAL OR WRITTEN REPRESENTATION AS TO FACT OR
OTHERWISE MADE BY OR ON BEHALF OF THE COMPANY, OR ANY OTHER PERSON AND IS BASED
ENTIRELY UPON CURRENTLY AVAILABLE PUBLIC INFORMATION CONCERNING THE COMPANY. THE
PURCHASER HAS HAD AN OPPORTUNITY TO RECEIVE ALL ADDITIONAL INFORMATION RELATED
TO THE COMPANY REQUESTED BY IT AND TO ASK QUESTIONS OF AND RECEIVE ANSWERS FROM
THE COMPANY REGARDING THE COMPANY AND ITS BUSINESS, TO THE EXTENT SUCH
INFORMATION IS NOT MATERIAL NONPUBLIC INFORMATION, AND THE TERMS AND CONDITIONS
OF THE OFFERING OF THE NOTES.
THE PURCHASER ACKNOWLEDGES ITS SATISFACTORY
REVIEW OF THE SEC FILINGS AND SEDAR FILINGS.
THE PURCHASER ACKNOWLEDGES THAT IT
HAS BEEN AFFORDED THE OPPORTUNITY TO OBTAIN SUCH ADDITIONAL INFORMATION, OTHER
THAN MATERIAL NONPUBLIC INFORMATION, THAT THE COMPANY POSSESSES OR CAN ACQUIRE
WITHOUT UNREASONABLE EFFORT OR EXPENSE THAT IS NECESSARY TO MAKE AN INFORMED
INVESTMENT DECISION WITH RESPECT TO THE INVESTMENT.
6.5.
RESTRICTED SECURITIES.
THE PURCHASER UNDERSTANDS THAT THE NOTES
AND THE COMMON SHARES ISSUABLE UPON CONVERSION THEREOF ARE "RESTRICTED
SECURITIES" UNDER THE U.S. FEDERAL SECURITIES LAWS INASMUCH AS THEY ARE BEING
ACQUIRED FROM THE COMPANY IN A TRANSACTION NOT INVOLVING A PUBLIC OFFERING AND
AGREES NOT TO RESELL SUCH NOTES AND SUCH COMMON SHARES ISSUABLE UPON CONVERSION
THEREOF UNLESS THE NOTES AND THE COMMON SHARES ISSUABLE UPON CONVERSION THEREOF
ARE REGISTERED PURSUANT TO THE 1933 ACT, OR RESOLD IN ACCORDANCE WITH RULE 144
OR ANOTHER EXEMPTION FROM REGISTRATION IS AVAILABLE THEREFROM.
IN CONNECTION
WITH ANY TRANSFER OF THE NOTES OR THE COMMON SHARES ISSUABLE UPON CONVERSION
THEREOF OTHER THAN PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT, EXCEPT AS
PROVIDED FOR IN SECTION 8.9, THE COMPANY MAY REQUIRE THE TRANSFEROR THEREOF TO
PROVIDE TO THE COMPANY AN OPINION OF