purchasing the securities offered hereunder as principal or;

deemed to be purchasing such securities as principal, by virtue of being:

a trust company or trust corporation described in paragraph (p) of the definition of "accredited investor" in Appendix I (other than 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); or

a person described in paragraph (q) of the definition of "accredited investor" in Appendix I.

Security Holdings. The Purchaser and all persons acting jointly and in concert with the Purchaser own, directly or indirectly, or exercises control or direction over (provide additional detail as applicable):

________________________common shares of the Issuer and/or the following other kinds of shares and convertible securities (including but not limited to convertible debt, warrants and options) entitling the Purchaser to acquire additional common shares or other kinds of shares of the Issuer:

Insider Status. The Purchaser either:

a director or senior officer of the Issuer;

a director or senior officer of a company that is an Insider or subsidiary of the Issuer;

a person that beneficially owns or controls, directly or indirectly, voting shares of the Issuer carrying more than 10% of the voting rights attached to all the Issuer's outstanding voting shares;

the Issuer itself if it holds any of its own securities.

"1933 Act" means the United States Securities Act of 1933 , as amended;

"Acts" means, collectively, the BC Act and the Alberta Act;

"Agreement" means this Agreement, including Schedule "A" and all Appendices;

"Alberta Act" means the Securities Act (Alberta), as amended, the regulations and rules made thereunder and all administrative policy statements, rules, instruments, blanket orders, notices, directions, and orders issued by the Alberta Securities Commission;

"BC Act" means the Securities Act (British Columbia), as amended, the regulations and rules made thereunder and all administrative policy statements, rules, instruments, blanket orders, notices, directions, and orders issued by the BC Securities Commission;

"Business Day" means any day except Saturday, Sunday, or a statutory holiday in Vancouver, British Columbia;

"Closing" means the closing on the Closing Date of the transaction of purchase and sale in respect of the Units as contemplated by this Subscription Agreement;

"Closing Date" means the day on which the Issuer issues the Units to the Purchaser;

"Commissions" means the United States Securities Commission, the British Columbia Securities Commission and the Alberta Securities Commissions;

"Disclosure Record" means, without limitation, the prospectuses, annual information forms, material change reports, press releases and other documents or reports filed by the Issuer with any applicable securities regulatory authority in Canada during the 12 months preceding the date hereof;

"NI 45-102" means the National Instrument 45-102 entitled "Resale of Securities" published by the Canadian Securities Administrators;

"NI 45-106" means the National Instrument 45-106 entitled "Prospectus and Registration Exemptions" published by the Canadian Securities Administrators;

"Offering" means the offering of the Units by way of private placement;

"Regulation S" means Regulation S promulgated under the 1933 Act;

"Regulatory Authorities" means the Commissions;

"Securities" means the Shares, Warrants and Warrant Shares;

"Shares" means the previously unissued common shares of the Issuer comprising part of the Units;

"Unit" means a unit of the Issuer consisting of one Share and one Warrant to be offered under the Private Placement;

"United States" means the United States of America, its territories and possessions and any State of the United States and the District of Columbia;

"U.S. Person" means a U.S. Person as that term is defined in Rule 902(o) of Regulation S, and includes (i) any natural person resident in the United States and (ii) any partnership or corporation organized or incorporated under the laws of United States, among other persons specified in such Rule;

"Warrant Shares" means the previously unissued common shares of the Issuer, which will be issued on the exercise of the Warrants; and

"Warrants" means the share purchase warrants comprising part of the Units.

a completed and duly executed copy of this Agreement;

a completed and duly executed Appendix I Certificate of Purchasers;

a completed and duly executive Appendix II – “Acknowledgement and Direction”; and

all other documents as may be required.

the Purchaser duly completes, signs, and delivers to the Issuer a copy of this Agreement, together with all documents required by applicable securities legislation for delivery on the Purchaser’s behalf, including without limitation the documents described in section 2.2 hereof;

the Issuer has received all necessary regulatory approvals to the Offering;

the Issuer accepts this subscription;

the sale of the Securities is exempt from prospectus requirements under the BC Act and any other applicable securities legislation relating to the sale of the Securities or all appropriate securities regulators issue all orders, consents, or approvals required to permit the sale without the Issuer having to register or file a prospectus;

the Purchaser’s representations and warranties remain true and correct as at the Closing Date; and

the Issuer being a "reporting issuer" as that term is defined in NI 45-102 at the Closing Date and for the four months preceding the date thereof in a jurisdiction of Canada.

The Issuer has not filed a prospectus with any of the Commissions or any other securities commission or similar authority in connection with the offering of the Securities and that:

the Purchaser is restricted from using most of the civil remedies available under the Acts;

the Purchaser may not receive information that would otherwise be required to be provided to him under the Acts;

the Issuer is relieved from certain obligations that it would otherwise be required to give if it provided a prospectus under the Acts; and

the issuance and sale of the Securities to the Purchaser is subject to the sale being exempt from the prospectus requirements of the Acts.

If the Purchaser is a resident of British Columbia or Alberta, then the Purchaser is purchasing the Securities as principal and is either:

an "accredited investor" as defined in NI 45-106 and was not created or used solely to purchase or hold securities as an accredited investor as described in paragraph (m) of the definition of "accredited investor" in NI 45-106

The Purchaser, if not a resident of British Columbia, certifies that it is not resident in British Columbia and acknowledges that:

no securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities;

there is no government or other insurance covering the Securities;

there are risks associated with the purchase of the Securities;

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; and

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 Acts and, as a consequence of acquiring Securities pursuant to this exemption, certain protections, rights and remedies provided by the Acts, including statutory rights of rescission or damages, will not be available to the Purchaser.

If the Purchaser is resident outside of Canada but not in the United States, the Purchaser:

is knowledgeable of, or has been independently advised as to the applicable securities laws of the securities regulatory authorities (the "Authorities") having application in the jurisdiction in which the Purchaser is resident (the "International Jurisdiction") which would apply to the acquisition of the Securities, if any;

is purchasing the Securities pursuant to exemptions from the prospectus and registration requirements under the applicable securities laws of the Authorities in the International Jurisdiction or, if such is not applicable the Purchaser is permitted to purchase the Securities under the applicable securities laws of the Authorities in the International Jurisdiction without the need to reply on any exemption;

the applicable securities laws of the Authorities in the International Jurisdiction do not require the Issuer to make any filings or seek any approvals of any nature whatsoever from any Authority of any kind whatsoever in the International Jurisdiction in connection with the issue and sale or resale of the Securities; and

the purchase of the Purchaser's Securities by the Purchaser does not trigger:

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

any continuous disclosure reporting obligation of the Issuer in the International Jurisdiction; and

The Issuer is entitled to rely on the representations and warranties and the statements and answers of the Purchaser contained in this Agreement and the Appendices and the Purchaser will hold harmless the Issuer from any loss or damage it may suffer as a result of the Purchaser's failure to correctly complete this Agreement and the Appendices;

The purchase of the Securities has not been made through or as a result of, and the distribution of the Securities has not been accompanied by, an advertisement in printed media of general and regular paid subscription, radio, or television.

No person has made to the Purchaser any written or oral representations:

that any person will resell or repurchase the Securities;

that any person will refund the purchase price of the Securities;

as to the future price or value of any of the Securities; or

that the Securities will be listed and posted for trading on a stock exchange or that an application has been made to list and post the Securities for trading on a stock exchange.

The Purchaser is not a "control person" of the Issuer as defined in the BC Act, will not become a "control person" by virtue of the purchase of any of the Securities, and does not intend to act in concert with any other person to form a control group of the Issuer.

The Purchaser, on its own behalf and on behalf of any disclosed principal, represents, warrants and agrees that:

none of the Subscription Funds are being tendered on behalf of a person or entity who has not been identified as the Subscriber or the disclosed principal;

to the best of its knowledge, none of the Subscription Funds have been or will be derived from or related to any activity that is deemed criminal under the laws of Canada, the United States or any other jurisdiction;

without limiting the foregoing, none of the Subscription Funds will represent proceeds of crime for the purposes of the Proceeds of Crime (Money Laundering) and Terrorism Financing Act (Canada) (the "PCMLA"); and

it shall promptly notify the Issuer if the Subscriber discovers that any of such representations and warranties are or cease to be true, and shall promptly thereafter provide the Issuer with the appropriate information in connection therewith.

The Subscriber acknowledges and agrees that the Securities have not been registered under the United States Securities Act of 1933 (the "1933 Act"), as amended, or any applicable State securities laws, and that the Securities will be deemed "Restricted Securities" as that term is defined under Rule 144 of the 1933 Act, and that the Securities may not be offered and sold, directly or indirectly, in the United States or by or to U.S. Persons (as defined in Regulation S promulgated under the 1933 Act) without registration under the 1933 Act and any applicable State securities laws, unless an exemption from registration is available. The Issuer is not obligated under any circumstances to register the Securities or to take any other actions to facilitate or permit any proposed resale or transfer thereof in the United States or otherwise by or to a U.S. Person, unless the transferee provides the Issuer with a legal opinion stating that the sale of the Securities is being made in compliance with (i) Rule 904 of Regulation S under the 1933 Act and all applicable State securities laws, (ii) Rule 144 of the 1933 Act and all applicable State securities laws, or (iii) another applicable exemption from the registration requirements of the 1933 Act and all applicable State securities laws. The Purchaser further acknowledges that the certificates representing the Securities will contain a legend prohibiting transfer of the Securities in the United States or by or to U.S. Persons (as defined in Regulation S promulgated under the 1933 Act), except in accordance with Regulation S.

The Subscriber acknowledges and agrees that the Warrants may not be exercised in the United States or otherwise by or to or for the account or benefit of a U.S. Person without registration under the 1933 Act and any applicable State securities laws, unless an exemption from registration is available and the holder of such Warrant furnishes the Issuer with a legal opinion of counsel satisfactory to the Issuer to that effect.

With respect to compliance with the 1933 Act:

the Purchaser is not a U.S. Person and the Securities are not being acquired by it for or on behalf of a U.S. Person;

no offers to sell the Securities were made by any person to the Purchaser while the Purchaser was in the United States, and the Subscriber was outside the United States at the time of execution and delivery of this subscription;

any person who acquires Securities will be required to provide the Issuer with written certification that it is not a U.S. Person or person in the United States and that the Securities are not being acquired by it for or on behalf of a U.S. Person or person in the United States; The Purchaser is not an underwriter and is acquiring the Securities solely for investment purposes for his or her own account and not with a view to, or for, resale in connection with any distribution within the United States or by or to U.S. Persons (as defined in Regulation S promulgated under the 1933 Act);

the Purchaser acknowledges that it has not acquired the Units as a result of, and will not itself engage in, any "directed selling efforts" (as defined in Regulation S under the 1933 Act) 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 Shares or the Warrant Shares pursuant to registration of any of the Shares or the Warrant Shares pursuant to the 1933 Act and any applicable state securities laws or under an

exemption from such registration requirements and as otherwise provided herein; and

The Purchaser understands the speculative nature and risks of investment in the Securities and confirms that the Securities would be suitable and consistent with his or her investment program and that his or her financial position enable him or her to bear the risks of such investment.

The Purchaser has no knowledge of a "material fact" or "material change" (as those terms are defined in the Acts) in the Issuer’s affairs that has not been generally disclosed to the public, save knowledge of this particular transaction.

If the Purchaser is an individual, the Purchaser has attained the age of majority and is legally competent to enter into and sign this Agreement and to take all actions required pursuant hereto, and if the Purchaser is a corporation, the Purchaser is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation, and its directors, shareholders, and others have given all necessary approvals to authorize the signing of this Agreement on the Purchaser’s behalf.

The entering into of this 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 part or by which it is or may be bound.

The Purchaser has duly signed and delivered this Agreement and this Agreement constitutes a legal, valid, and binding agreement of the Purchaser enforceable against the Purchaser in accordance with its terms.

The Purchaser has obtained independent advice as to the applicable hold period imposed on the Securities by NI 45-102 and the 1933 Act, and other securities legislation, and confirms that the Issuer has made no representations regarding the applicable hold periods for the Securities, and the Purchaser 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 NI 45-102, the 1933 Act, and other applicable securities legislation.

If required by applicable securities legislation, policy, or order or by any securities commission, stock exchange or other regulatory authority, the Purchaser will sign, deliver, file, and otherwise assist the Issuer in filing all reports, undertakings, and other documents required with respect to the issue of the Securities.

the Purchaser is capable of assessing and evaluating the risks and merits of this investment as a result of the Purchaser’s financial, investment or business experience or as a result of advice received from a registered person other than the Issuer or an affiliate thereof, and the Purchaser or, where it is not purchasing as principal, each beneficial purchaser is able to bear the economic loss of its investment.

the Purchaser (or, if applicable, others for whom it is contracting hereunder) has been advised to consult its own legal and tax advisors with respect to applicable resale restrictions and tax considerations, and it (or, if applicable, others for whom it is contracting hereunder) is solely responsible for compliance with applicable resale restrictions and applicable tax legislation.

The Purchaser makes the representations, warranties, covenants, and acknowledgements contained in this Agreement and in any other Appendices, documents, or materials signed and delivered by the Purchaser hereunder, with the intent that the Issuer and its professional advisors may rely on them in determining the Purchaser’s eligibility or, if applicable, the eligibility of others on whose behalf the Purchaser is contracting to purchase the Securities, and the Purchaser agrees to indemnify the Issuer against all losses, claims, costs, expenses, and damages or liabilities which the Issuer may suffer or incur caused by or arising from its reliance thereon.

The Purchaser agrees that the above representations, warranties, covenants, and acknowledgements will be true and correct both as of the signing date of this Agreement and as of the Closing Date and that they will survive the Purchaser’s purchase of the Securities and will continue in full force and effect even if the Purchaser subsequently disposes of any of the Securities. The Purchaser undertakes to notify the Issuer immediately of any change in any representation, warranty, or other information relating to the Purchaser set forth herein which takes place before the Closing Date.

it has no intention to distribute, either directly or indirectly, any of the Securities in the United States or to U.S. Persons.

the current structure of this transaction and all transactions and activities contemplated hereunder, and the Purchaser's participation therein, is not a scheme to avoid the registration requirements of the 1933 Act.

on the Closing Date, the Issuer will have taken all necessary steps to duly and validly create and issue the Securities as fully paid and non-assessable;

the Issuer has been duly incorporated and organized and is a valid and subsisting company under the laws of the State of Nevada;

the Issuer has the full corporate right, power and authority to execute this Subscription Agreement, and to issue the Securities to the Purchaser pursuant to the terms of this Subscription Agreement; and

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

the Securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "1933 Act"), or any State securities laws, and may not be offered and sold, directly or indirectly, in the United States or by or to or for the account or benefit of a U.S. Person (as defined in Regulation S ("Regulation S") promulgated under the 1933 Act) without registration under the 1933 Act and any applicable State securities laws, unless an exemption from registration is available;

the Issuer has no present intention and is not obligated under any circumstances to register the Securities, or to take any other actions to facilitate or permit any proposed resale or transfer thereof in the United States or otherwise by or to or for the account or benefit of a U.S. Person, and in particular, the Subscriber and the Issuer further acknowledge and agree that the Issuer is hereby required to refuse to register any transfer of the Securities not made in accordance with the provisions of Regulation S, pursuant to registration under the 1933 Act, or pursuant to an available exemption from registration; and

the Warrants may not be exercised in the United States or otherwise by or to or for the account or benefit of a U.S. Person without registration under the 1933 Act and any applicable State securities laws, unless an exemption from registration is available and the holder of such Warrant furnishes the Issuer with a legal opinion of counsel satisfactory to the Issuer to that effect.

the Issuer may deliver to the Ontario Securities Commission certain personal information pertaining to the Purchaser, including such Purchaser’s full name, residential address and telephone number, the number of Securities purchased by the Purchaser and the total purchase price paid for such Securities, the prospectus exemption relied on by the Issuer and the date of distribution of the Securities,

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

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

the Purchaser 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

a Canadian financial institution, or a Schedule III bank;

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

a subsidiary of any person referred to in paragraphs (a) or (b), 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;

a person registered under the securities legislation of a jurisdiction of Canada as an adviser or dealer, other than a person registered solely as a limited market dealer under one or both of the Securities Act (Ontario) or the Securities Act (Newfoundland and Labrador);

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);

the Government of Canada or a jurisdiction of Canada, or any crown corporation, agency or wholly owned entity of the Government of Canada or a jurisdiction of Canada;

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;

any national, federal, state, provincial, territorial or municipal government of or in any foreign jurisdiction, or an agency of that government;

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

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;

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;

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

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 and that was not created or used solely to purchase or hold securities as an accredited investor under this paragraph (m);

an investment fund that distributes or has distributed its securities only to;

a person that is or was an accredited investor at the time of the distribution;

a person that acquires or acquired securities in the circumstances referred to in sections 2.10 of NI 45-106 [Minimum amount investment], or 2.19 of NI 45-106 [Additional investment in investment funds], or

a person described in paragraph (i) or (ii) that acquires or acquired securities under section 2.18 of NI 45-106 [Investment fund reinvestment];

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;

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;

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, and

in Ontario, is purchasing a security that is not a security of an investment fund;

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;

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;

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;

an investment fund that is advised by a person registered as an adviser or a person that is exempt from registration as an adviser;

a person that is recognized or designated by the securities regulatory authority or, except in Ontario and Québec, the regulator as an accredited investor.

The Purchaser does not meet any of the criteria set out in Category 1, and the Purchaser is purchasing the Units as principal and has received a copy of the Offering Memorandum of the Issuer prior to its execution of the Subscription Agreement for the Units. Please turn to and complete Appendix IIA attached hereto; AND

If the Subscriber is resident in Alberta, Manitoba, Northwest Territories, Nunavut, Prince Edward Island, Quebec, Saskatchewan or Yukon, the aggregate acquisition cost to the Subscriber does not exceed $10,000 or the Subscriber falls within one of the categories of “ eligible investor” below:

a person whose

net assets, alone or with a spouse, in the case of an individual, exceed $400 000,

net income before taxes exceeded $75 000 in each of the 2 most recent calendar years and who reasonably expects to exceed that income level in the current calendar year, or

net income before taxes, alone or with a spouse, in the case of an individual, exceeded $125 000 in each of the 2 most recent calendar years and who reasonably expects to exceed that income level in the current calendar year,

a person of which a majority of the voting securities are beneficially owned by eligible investors or a majority of the directors are eligible investors,

a general partnership of which all of the partners are eligible investors,

a limited partnership of which the majority of the general partners are eligible investors,

a trust or estate in which all of the beneficiaries or a majority of the trustees or executors are eligible investors,

an accredited investor,

a person described in section 2.5 Family, friends and business associates of National Instrument 45-106, or

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 an eligibility adviser;

cash,

securities, or

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

an individual,

a corporation,

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

an individual or other person in that person's capacity as a trustee, executor, administrator or personal or other legal representative;

liabilities incurred or assumed for the purpose of financing the acquisition or ownership of financial assets, or

liabilities that are secured by financial assets;

is married to another individual and is not living separate and apart within the meaning of the Divorce Act (Canada), from the other individual, or

is living with another individual in a marriage-like relationship, including a marriage-like relationship between individuals of the same gender; or

in Alberta, is an individual referred to in paragraph (a) or (b), or is an adult interdependent partner within the meaning of the Adult Interdependent Relationships Act (Alberta);