UPON, ANY VERBAL OR WRITTEN REPRESENTATIONS AS TO FACTS MADE BY
OR ON BEHALF OF THE CORPORATION OR THE AGENT. THE SUBSCRIBER HAS HAD ACCESS TO
AND HAS REVIEWED, TO THE EXTENT IT DEEMS NECESSARY, THE PUBLIC RECORD AND THE
SUBSCRIBER'S DECISION TO SUBSCRIBE FOR THE SUBSCRIPTION RECEIPTS WAS BASED
SOLELY UPON THE TERM SHEET ATTACHED HERETO AS SCHEDULE "A" AND THE PUBLIC RECORD
(ANY SUCH INFORMATION HAVING BEEN OBTAINED BY THE SUBSCRIBER WITHOUT INDEPENDENT
INVESTIGATION OR VERIFICATION BY THE AGENT).
(O)
THE SUBSCRIBER IS NOT PURCHASING
SUBSCRIPTION RECEIPTS WITH KNOWLEDGE OF MATERIAL INFORMATION CONCERNING THE
CORPORATION THAT HAS NOT BEEN GENERALLY DISCLOSED.
(P)
NO PERSON HAS MADE ANY WRITTEN OR ORAL
REPRESENTATIONS:
(I)
THAT ANY PERSON WILL RESELL OR
REPURCHASE THE SUBSCRIPTION RECEIPTS, THE COMMON SHARES, WARRANTS OR WARRANT
SHARES;
(II)
THAT ANY PERSON WILL REFUND THE
SUBSCRIPTION AMOUNT; OR
(III)
AS TO THE FUTURE PRICE OR VALUE OF THE
SUBSCRIPTION RECEIPTS OR COMMON SHARES IN THE CAPITAL OF THE CORPORATION.
(Q)
THERE ARE RISKS ASSOCIATED WITH THE PURCHASE
OF AND INVESTMENT IN THE SUBSCRIPTION RECEIPTS AND THE SUBSCRIBER HAS SUCH
KNOWLEDGE AND EXPERIENCE THAT IT IS CAPABLE OF EVALUATING THE MERITS AND RISKS
OF AN INVESTMENT IN THE SUBSCRIPTION RECEIPTS, COMMON SHARES, WARRANTS AND
WARRANT SHARES AND FULLY UNDERSTANDS THE RESTRICTIONS ON RESALE OF THE
SUBSCRIPTION RECEIPTS, COMMON SHARES, WARRANTS AND WARRANT SHARES AND IS CAPABLE
OF BEARING THE ECONOMIC RISK OF THE INVESTMENT.
(R)
THE FUNDS REPRESENTING THE SUBSCRIPTION
AMOUNT THAT WILL BE ADVANCED BY THE SUBSCRIBER TO THE CORPORATION HEREUNDER, AS
APPLICABLE, WILL NOT REPRESENT PROCEEDS OF CRIME FOR THE PURPOSES OF THE
PROCEEDS OF CRIME (MONEY LAUNDERING) AND TERRORIST FINANCING ACT (CANADA) (THE
"PCMLTFA") AND THE SUBSCRIBER ACKNOWLEDGES THAT THE CORPORATION MAY IN THE
FUTURE BE REQUIRED BY LAW TO DISCLOSE THE SUBSCRIBER'S NAME AND OTHER
INFORMATION RELATING TO THIS SUBSCRIPTION AGREEMENT AND THE SUBSCRIBER'S
SUBSCRIPTION HEREUNDER, ON A CONFIDENTIAL BASIS, PURSUANT TO THE PCMLTFA. TO THE
BEST OF ITS KNOWLEDGE (A) NONE OF THE SUBSCRIPTION AMOUNT TO BE PROVIDED BY THE
SUBSCRIBER (I) HAS BEEN OR WILL BE DERIVED FROM OR RELATED TO ANY ACTIVITY THAT
IS DEEMED CRIMINAL UNDER THE LAW OF CANADA, THE UNITED STATES OF AMERICA, OR ANY
OTHER JURISDICTION, OR (II) IS BEING TENDERED ON BEHALF OF A PERSON OR ENTITY
WHO HAS NOT BEEN IDENTIFIED TO THE SUBSCRIBER, AND (B) IT SHALL PROMPTLY NOTIFY
THE CORPORATION IF THE SUBSCRIBER DISCOVERS THAT ANY OF SUCH REPRESENTATIONS
CEASES TO BE TRUE, AND TO PROVIDE THE CORPORATION WITH APPROPRIATE INFORMATION
IN CONNECTION THEREWITH.
6.2
ADDITIONAL ACKNOWLEDGMENTS AND COVENANTS OF THE SUBSCRIBER
The Subscriber, on its own behalf and, if applicable, on behalf of others for
whom it is acting hereunder,
hereby acknowledges, covenants and agrees as
follows:
(A)
IT HAS RECEIVED AND REVIEWED A COPY OF THE
TERM SHEET SETTING OUT THE PRINCIPAL TERMS OF THE OFFERING.
(B)
NO SECURITIES COMMISSION, AGENCY,
GOVERNMENTAL AUTHORITY, REGULATORY BODY, STOCK EXCHANGE OR OTHER REGULATORY BODY
OR SIMILAR REGULATORY AUTHORITY HAS REVIEWED OR PASSED ON