Boardwalktech Software Corp. — Capital/Financing Update 2024

Feb 16, 2024

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AMENDED AND RESTATED OFFERING DOCUMENT UNDER THE LISTED ISSUER FINANCING EXEMPTION

(AMENDING AND RESTATING THE OFFERING DOCUMENT DATED DECEMBER 21, 2023)

FEBRUARY 16, 2024

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BOARDWALKTECH SOFTWARE CORP. (the “ Company ”, or " Boardwalktech ")

SUMMARY OF OFFERING

What are we offering?

Offering:	A non-brokered private placement (the “Offering”) of units (each, a “Unit”). Each Unit will consist of one common share of the Company (“Common Share”) and one Common Share purchase warrant of the Company (each whole Common Share purchase warrant, a “Warrant”). Each Warrant will be transferrable and entitle the holder thereof to acquire one Common Share (each, a “Warrant Share”) at an exercise price of C$0.50 per Warrant Share for a period of 36 months following the Closing Date (as defined below), subject to early acceleration by the Company if the trading price of the Common Shares of the Company is greaterthanCDN$1.00for 10 consecutive trading days.
Offering Price:	C$0.30 per Unit
Offering Amount:	Gross proceeds of C$2,000,000 (minimum) up to C$2,500,000 (maximum). Gross proceeds of C$2,009,600 were raised in the initial closing of the Offering on December 28, 2023, and the Company expects to complete an additional tranche of the Offering to raise up to a maximum ofC$2,500,000 cumulatively across bothtranches.
Closing Date:	An initial closing of the Offering occurred on December 28, 2023, and a second tranche of the Offering is expected to occur on or before February 24, 2024 (the closing date of each tranche to be referred to as a “Closing Date”).
Exchange:	The Common Shares are listed on the TSX Venture Exchange (the “TSXV”) under the symbol “BWLK”.
Last Closing Price:	On February 15, 2024, the last trading day prior to the date of this offering document, the closing price of the Common Shares on the TSXV was C$0.23.

No securities regulatory authority or regulator has assessed the merits of these securities or reviewed this document. Any representation to the contrary is an offence. This Offering may not be suitable for you and you should only invest in it if you are willing to risk the loss of your entire investment. In making this investment decision, you should seek the advice of a registered dealer.

The Company is conducting a listed issuer financing under section 5A.2 of National Instrument 45106 — Prospectus Exemptions (the “Listed Issuer Financing Exemption”). In connection with this Offering, the Company represents the following is true:

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• The Company has active operations and its principal asset is not cash, cash equivalents or its exchange listing;

• The Company has filed all periodic and timely disclosure documents that it is required to have filed;

• The total dollar amount of this Offering, in combination with the dollar amount of all other offerings made under the Listed Issuer Financing Exemption in the 12 months immediately before the date of this offering document, will not exceed C$5,000,000;

• The Company will not close this Offering unless the Company reasonably believes it has raised sufficient funds to meet its business objectives and liquidity requirements for a period of 12 months following the distribution; and

• The Company will not allocate the available funds from this Offering to an acquisition that is a significant acquisition or restructuring transaction under securities law or to any other transaction for which the issuer seeks security holder approval.

CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION

This offering document contains certain forward-looking information and forward-looking statements, as defined in applicable securities laws (collectively referred to herein as “forward-looking statements”). These statements relate to future events or the Company’s future performance. All statements other than statements of historical fact are forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of words such as “plans”, “expects”, “anticipates”, “believes”, “estimates”, “expects” and similar expressions, or the negatives of such words and phrases, or state that certain actions, events or results “may”, “could”, “would”, “should”, “might”, or “will” be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those anticipated in such forward-looking statements. The forward-looking statements in this offering document speak only as of the date of this offering document or as of the date specified in such statement. Specifically, this offering document includes, but is not limited to, forward-looking statements regarding: the Company’s expectations with respect to the use of proceeds and the use of the available funds following completion of the Offering, the completion of the Offering, if it is to be completed at all; the expected Closing Date; and completion of the Company’s business objectives, and the timing, costs and benefits thereof.

Inherent in forward-looking statements are risks, uncertainties and other factors beyond the ability of the Company to predict or control. These risks, uncertainties and other factors include, but are not limited to, mineral exploration, price volatility, changes in debt and equity markets, timing and availability of external financing on acceptable terms, the uncertainties involved in interpreting geological data and confirming title to the Company’s properties, the possibility that future exploration results will not be consistent with the Company’s expectations, increases in costs, environmental compliance, changes in environmental and other local legislation and regulation, interest rate and exchange rate fluctuations, changes in economic and political conditions and other risks involved in the minerals exploration and development industry. Readers are cautioned that the foregoing list of factors is not exhaustive of the factors that may affect the forwardlooking statements. Actual results and developments are likely to differ, and may differ materially from those expressed or implied by the forward-looking statements contained in the offering document. Such statements are based on a number of assumptions about the following: the availability of financing for the Company’s exploration and development activities; operating and exploration costs; the Company’s ability to retain and attract skilled staff; timing of the receipt of regulatory and governmental approvals for exploration projects and other operations; market competition; and general business and economic conditions.

Forward-looking statements may be affected by known and unknown risks, uncertainties and other factors including without limitation, those referred to in this offering document that may cause the Company’s actual results, performance or achievements to be materially different from any of its future results, performance or achievements expressed or implied by forward-looking statements. All forward-looking statements herein are qualified by this cautionary statement. Accordingly, readers should not place undue reliance on forward looking statements. The Company undertakes no obligation to update publicly or otherwise any forward- looking

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statements, whether as a result of new information or future events or otherwise, except as may be required by law. If the Company does update one or more forward-looking statements, no inference should be drawn that it will make additional updates with respect to those or other forward-looking statements, unless required by law.

CURRENCY

Unless otherwise indicated, all references to “$”, “C$” or “dollars” in this offering document refer to Canadian dollars. The functional currency of Boardwalktech, Inc. is the United States dollar (“ US$ ”) and the presentation currency for the Company’s financial filings is in United States dollars.

SUMMARY DESCRIPTION OF BUSINESS

What is our business?

Boardwalktech has developed a patented Digital Ledger Technology Platform currently used by Fortune 500 companies running mission-critical applications worldwide, which the Company provides via paid annual licenses as part of its software-as-a-service (SaaS) business model to these global customers. Boardwalktech's digital ledger technology and its unique method of managing vast amounts of structured and unstructured data is the only platform on the market today where multiple parties can effectively work on the same data simultaneously while preserving the fidelity and provenance of the data. Boardwalktech can deliver collaborative, purpose-built enterprise information management applications on any device or user interface with full integration with enterprise systems of record in a fraction of the time it takes other non-digital ledger technology-based platforms. Boardwalktech Inc. is headquartered in Cupertino, California with offices in India and operations in North America. Boardwalktech Software Corp. was originally incorporated pursuant to the Business Corporations Act of Alberta whose shares are listed on the TSX Venture Exchange under the symbol BWLK.V and on the OTCQB under the symbol BWLKF. More information on Boardwalktech is available on its website at www.boardwalktech.com.

Recent developments

On June 1, 2023, the Company announced that it had both added another new customer (Nintex) to its list of growing clients while securing a fourth license with an existing global customer (Estee Lauder), with incremental revenue from these contracts expected to exceed C$200,000 in the first twelve months, including over C$100,000 of recurring revenue in the first year.

On August 24,2023, the Company announced that as part of the Company's annual ongoing retention program and as allowed under the 2019 Equity Incentive Plan, as amended and approved by shareholders on June 2, 2022, the Company has granted an aggregate of 2,245,000 Restricted Stock Units (" RSU's ") to officers, directors and employees of the Company, set to vest over a three-year period. These grants were deemed effective as of August 31, 2023.

On August 29, 2023, the Company announced the results of its 2023 Annual General and Special Meeting of shareholders where all director nominees listed in the Company's Management Information Circular, dated July 19, 2023, were elected as directors of the Company, and shareholders appointed MNP LLP as auditors of the Company and approved an amendment to the Equity Incentive Plan

On October 2, 2023, the Company and Hexaware Technologies Limited, a global technology and business process services company headquartered in Mumbai, India with offices in 19 countries and over 27,000 employees, jointly announced they had executed a Teaming Agreement to partner on the deployment and implementation of Boardwalktech's Velocity software solution.

On October 26, 2023, the Company and LTIMindtree (NSE: LTIM) (BSE: 540005), a global technology consulting and digital solutions company, jointly announced they had executed a teaming agreement to partner on the implementation of Boardwalktech's Velocity software solution for the remediation of Excelbased end-user computing applications (EUCs), a risk management problem, at banks and financial institutions, As part of these teaming agreements, the Company would direct licensing Velocity to those banking and financial services clients.

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On November 27, 2023, the Company announced the extension and expansion of its existing engagement with a leading Fortune 50 technology company, including the first annual license. Combined license and services revenue from this expanded plan is expected to exceed US$400,000 over the first 12 months of the engagement.

On December 11, 2023, the Company announced the Offering for up to 6,666,666 Units of the Company.

On December 22, 2023, the Company announced it had upsized the Offering and filed an amended and restated offering document to upsize the maximum gross proceeds under the Offering from C$2,000,000 to C$2,500,000, consisting of a maximum of 8,333,333 Units.

On December 29, 2023, the Company announced that it had closed an initial tranche of the Offering for aggregate gross proceeds of approximately C$2,009,600. In addition to the Offering, the Company also completed a concurrent non-brokered offering to United States investors with equivalent commercial terms as the Offering (the “ Concurrent Offering ”), for a total of 316,687 Units. The securities issued under the Concurrent Offering are subject to a hold period of four months plus one day from the date of issuance in accordance with applicable securities legislation. Collectively across the Offering and the Concurrent Offering, a total of 7,015,353 Units were issued, resulting in aggregate gross proceeds of approximately C$2,104,606.

On January 16, 2024, the Company announced that it had expanded commercial agreements with three of its existing customers, with one of these customers, Sekisui Chemical, implementing the Company’s new Unity Central application to enhance its supply chain visibility and data management capabilities. In addition to the newly expanded business relationships, Boardwalk has also executed steps to realign its internal resources with a focus on achieving overall profitability, without compromising sales growth. The purpose of this realignment is to increase efficiency with regards to closing deals in its pipeline, including the new Unity Central solution, and better align the Company with its global teaming partners and their sales efforts for the Velocity solution. This realignment of resources is expected to generate approximately US$1,000,000 in annual cost savings, allowing the Company to focus new efforts on selective strategic Sales and Marketing additions, while also accelerating its projected timeline to profitability.

On January 25, 2024, the Company announced that the TSXV had granted it an extension with respect to the duration of the Offering. The outside date for the final closing and filing of all final documentation with the TSXV in respect of the Offering has been extended from January 25, 2024 to February 24, 2024.

Material facts

There are no material facts about the Units that have not been disclosed in this offering document or in any other document filed by the Company in the twelve months preceding the date of this offering document and the date the Company’s most recent audited annual financial statements were filed.

What are the business objectives that we expect to accomplish using the available funds?

The net proceeds of the Offering are intended to fund general working capital needs and to invest approximately C$700,000 over the next 12-18 months in additional sales and marketing resources needed to close prospective deals in our sales pipeline, that would be less likely to close without these additional resources. Given that the Company engages in multiyear engagements, the Company believe that improving its balance sheet will also augment due diligence and closings with those enterprise customers as well, while it simultaneously progresses towards its profitability objective. No significant event must occur other than the closing of the Offering. The Company’s core technology (upon which it licenses its platform) is mature and stable. While the Company does plan to continue product development, there is no material development work required (as a use of funds) for the Company to achieve its projected revenue goals. With the additional sales and marketing resources, with better targeted customer expertise, the Company does believe it could grow faster and thus achieve its profitability goals sooner.

USE OF AVAILABLE FUNDS

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What will our available funds be upon the closing of the Offering?

Based on the Company’s existing working capital[1] as at September 30, 2023, of US$687,000 (CAD equivalent C$932,479), the Company’s expected availability of funds following closing of the Offering is expected to be approximately C$3,287,000, assuming the full amount of the Offering is raised.

		Assuming minimum Offering only (C$)	Assuming 100% of Offering (C$)
A	Amount to be raised by this Offering:	$2,000,000	$2,500,000
B	Selling commissions and fees:	$75,000	$100,000
C	Estimated Offering costs: (e.g., legal, accounting, audit)	$40,000	$45,000
D	Net proceeds of Offering: (D = A - (B + C))	$1,885,000	$2,355,000
E	Working capital1as at September 30, 20232:	$932,479	$932,479
F	Additional sources of funding:	$0	$0
G	Total available funds: (G = D + E + F)	$2,817,479	$3,287,479

1 The Company reports Working Capital with and without non-cash Deferred Revenue liabilities, as defined and reported in its filed Management’s Discussion and Analysis ("MD&A"). For the 3 and 6-month period ending September 30, 2023 (2Q Fiscal 2024 – filed on Nov 29, 2023), the Company reported pro forma Working Capital of US$687,000 (CAD equivalent C$932,479). As disclosed on Page 9 of that filed MD&A: “It should be noted that deferred revenue of US$2.9 million reflects new and recurring licenses that are contractually non-refundable at the beginning of each annual license term, then recognized over the license term (amortizing the deferred revenue down), versus a liability expected to be paid in cash”.

• 2 The Company is using the figures from the quarter ending September 30, 2023 (reported and filed on November 29, 2023) figures as a proxy, instead of the November ending figures for two reasons. First, the defined terms and figures used in this Offering Document were disclosed in much better detail within those filed interim financials and associated MD&A. Second, the Company does not normally close its books on a monthly basis given its India subsidiary, (Boardwalktech India Pvt Ltd). That said, the Company does not believe there has been a material change to the reported financial figures since those filings.

How will we use the available funds?

The Company intends on using the net proceeds of the Offering to fund sales and marketing efforts to grow revenue from existing product offerings, balance sheet, and for general working capital purposes.

Intended Use of Available FundsAssuming minimum Offering only	Intended Use of Available FundsAssuming minimum Offering only	Assuming 100% of Offering
	(C$)	(C$)
Working Capital purposes(1)	$1,517,479	$1,527,479
Sale and Marketing	$700,000	$700,000
Balance Sheet enhancement(2)	$600,000	$1,060,000
Total:	$2,817,479	$3,287,479

Notes:

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• (1) Amounts projected to be utilized by the Company to support operations and for general working capital purposes.

• (2) This cash is expected not to be used, but retained on the Company's balance sheet to improve net working capital levels, and to maintain a stronger balance sheet in order to facilitate any credit or going concern assessment, while such levels would also aid in the closing of prospective customer deals. This cash is not actually restricted but is being targeted as a reserved amount of cash equivalents (invested via liquid and interest-bearing, guaranteed sweep accounts)

The above noted allocation represents the Company’s current intentions with respect to its use of proceeds based on current knowledge, planning and expectations of management of the Company. Although the Company intends to expend the proceeds from this Offering as set forth above, there may be circumstances where, for sound business reasons, a reallocation of funds may be deemed prudent or necessary and may vary materially from that set forth above, as the amounts actually allocated and spent will depend on a number of factors, including the Company’s ability to execute on its business plan and financing objectives. The Company has had negative cash flow from operating activities and reported an income (loss) for the sixmonths ended of September 30, 2023. The Company anticipates that negative operating cash flows will continue in the near-term until anticipated revenue growth (from the invested proceeds into sales and marketing) hit a breakeven point (anticipated in the forthcoming year), and to the extent that the Company has negative cash flows from operating activities in the future periods, the net proceeds from this Offering may be used to fund such negative cash flow from operating activities in future periods.

The Company’s most recent audited financial statements (for the Fiscal Year ended March 31, 2023, as filed on June 27, 2023) and its interim financial statements since then, did not include a going concern note.

As reported in the Company’s Interim Financial Statements and Management Decision and Analysis (MD&A) for the three and six-month period ending September 30, 2023 (2Q Fiscal 2024), filed on November 29, 2023, since the Company’s last audited financial statements, working capital did decline US$1.1 million due to continuing operating losses and the timing of large annual license renewals. However, over the past twelve months the Company’s cash usage from operating activities, as reported in the Company’s Financial Statements, for the four reported quarter (3Q Fiscal 2023 to 2Q Fiscal 2024, October 2022 to September 2023 inclusive) totaled US$(962,000). Since the Company is being asked to project usage of funds over the next 12 months (consistent with our ongoing going concern analysis), and the fact that the Company executes annual licenses, the Company is using the trailing twelve-month metric to better match periods for better comparable analysis. The Company believes it is making material progress towards its goal of cash breakeven, as the Company reported in its most recent MD&A a year-over-year improvement in net income losses of 40% and a year-over-year improvement in Adjusted EBITDA of 47% over that same period, as indications of continuing progress to cash sustainability. Adjusted EBITDA is a non-IFRS metric and is defined as operating income (loss) less interest, taxes, depreciation, and share-based payments.

How have we used the other funds we have raised in the past 12 months?

Given that the initial tranche of the Offering only closed on December 28, 2023, the Company has not yet utilized the funds raised in the first tranche of the Offering, and has not raised any other funds prior to this in the past 12 months. The Company expects to use the funds raised in the Offering for working capital purposes, sales and marketing and balance sheet enhancement. See “How Will We Use the Available Funds” above for more details.

FEES AND COMMISSIONS

Who are the dealers or finders that we have engaged in connection with this Offering, if any, and what are their fees?

In connection with the initial tranche of the Offering completed on December 28, 2023, the Company paid aggregate finder fees of approximately C$107,968 in cash commissions, being 8% of the amount of subscriptions that each finder brought in connection to the Offering, and 359,893 non-transferrable warrants of the Company exercisable until December 28, 2026, with each warrant exercisable to acquire one Common Share at an exercise price of C$0.50 (the “ Finder’s Warrants ”), being 8% of the amount of subscriptions that each finder brings in connection to the Offering. Echelon Wealth Partners Inc. received cash commissions of $50,256 and 167,520 Finder’s Warrants; Canaccord Genuity Corp. received cash commissions of $17,712 and 59,040 Finder’s Warrants; and Numus Capital Corp. received cash

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commissions of $40,000 and 133,333 Finder’s Warrants.

The Finder’s Warrants are subject to a hold period of four months plus one day from the date of issuance in accordance with applicable securities legislation.

The Company may elect to pay additional finders’ fees to eligible parties who have introduced subscribers to any additional tranches of the Offering, and will determine the amount of such fees in negotiation with the eligible parties, in accordance with the policies of the TSXV.

PURCHASERS’ RIGHTS

Rights of Action in the Event of a Misrepresentation

If there is a misrepresentation in this offering document, you have a right:

• (a) to rescind your purchase of these securities with the Company, or

• (b) to damages against the Company and may, in certain jurisdictions, have a statutory right to damages from other persons.

These rights are available to you whether or not you relied on the misrepresentation. However, there are various circumstances that limit your rights. In particular, your rights might be limited if you knew of the misrepresentation when you purchased the Units.

If you intend to rely on the rights described in paragraph (a) or (b) above, you must do so within strict time limitations.

You should refer to any applicable provisions of the securities legislation of your province or territory for the particulars of these rights or consult with a legal adviser.

The rights provided for under the Listed Issuer Financing Exemption are for the benefit of all Purchasers.

ADDITIONAL INFORMATION

Where can you find more information about us?

The Company’s continuous disclosure filings with applicable securities regulatory authorities in the provinces and territories of Canada are available electronically under the Company’s profile at www.sedarplus.com.

Please refer to Appendix “A” — “Acknowledgements, Covenants, Representations and Warranties of the Purchaser” and Appendix “B” — “Indirect Collection of Personal Information” attached hereto.

For further information regarding the Company, visit our website at: www.boardwalktech.com

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DATE AND CERTIFICATE

Dated: February 16, 2024

This offering document, together with any document filed under Canadian securities legislation on or after February 16, 2023 contains disclosure of all material facts about the securities being distributed and does not contain a misrepresentation.

BOARDWALKTECH SOFTWARE CORP.

By: “Andrew Duncan” Name: Andrew Duncan Title: Chief Executive Officer

By: “Charlie Glavin” Name: Charlie Glavin Title: Chief Financial Officer

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APPENDIX "A" ACKNOWLEDGEMENTS, COVENANTS, REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

Each purchaser of the Units (the “ Purchaser ”) makes, and is deemed to make, the following acknowledgements, covenants, representations and warranties to the Company, as at the date hereof, and as of the Closing Date:

• a) the Purchaser is resident in the jurisdiction disclosed to the Company and the Purchaser was solicited to purchase in such jurisdiction;

• b) the Purchaser has not received, nor has the Purchaser requested, nor does the Purchaser have any need to receive, any prospectus, sales or advertising literature, offering memorandum or any other document (other than an annual or interim report, financial statements or any other document, other than an offering memorandum, the content of which is prescribed by statute or regulation) describing or purporting to describe the business and affairs of the Company which has been prepared for delivery to, and review by, prospective purchasers in order to assist them in making an investment decision in respect of the purchase of the Units pursuant to the Offering;

• c) the Purchaser has relied only upon publicly available information relating to the Company and not upon any verbal or written representation as to fact, and the Purchaser acknowledges that the Company has not made any written representations, warranties or covenants in respect of such publicly available information except as set forth in this offering document. Without limiting the generality of the foregoing, except as may be provided herein, no person has made any written or oral representation to the Purchaser that any person will re-sell or re-purchase the Units or refund any of the purchase price of the Units, or that the Units will be listed on any exchange or quoted on any quotation and trade reporting system, or that application has been or will be made to list any such security on any exchange or quote the security on any quotation and trade reporting system, and no person has given any undertaking to the Purchaser relating to the future value or price of the Units;

• d) legal counsel retained by the Company is acting as counsel to the Company and not as counsel to the Purchaser and the Purchaser may not rely upon such counsel. The Purchaser should obtain independent legal and tax advice as it considers appropriate in connection with the performance of this offering document and the transactions contemplated under this offering document, and that the Purchaser is not relying on legal or tax advice provided by the Company or its counsel;

• e) the Purchaser acknowledges that:

• i. no securities commission or similar regulatory authority has reviewed or passed on the merits of the Offering;

• ii. there is no government or other insurance covering the Offering;

• iii. there are risks associated with the purchase of the Offering;

• f) the Company has advised the Purchaser that the Company is relying on an exemption from the requirements to provide the Purchaser with a prospectus and to sell the Units through a person or company registered to sell securities under applicable securities laws and, as a consequence of acquiring the Units pursuant to this exemption, certain protections, rights and remedies provided by the applicable securities laws, including statutory rights of rescission or damages, will not be available to the Purchaser and the Purchaser may not receive information that would otherwise be required to be given;

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• g) the Purchaser either (A) is not an “insider” of the Company or a “registrant” (each as defined under applicable securities laws of British Columbia) or (B) has identified itself to the Company as either an “insider” or a “registrant” (each as defined under applicable securities laws of British Columbia);

• h) if the Purchaser is:

• i. a corporation, the Purchaser is duly incorporated and is validly subsisting under the laws of its jurisdiction of incorporation and has all requisite legal and corporate power and authority to subscribe for the Units pursuant to the terms set out in this offering document;

• ii. a partnership, syndicate or other form of unincorporated organization, the Purchaser has the necessary legal capacity and authority to subscribe for the Units pursuant to the terms set out in this offering document and has obtained all necessary approvals in respect thereof; or

• iii. an individual, the Purchaser is of the full age of majority and is legally competent to subscribe for the Units pursuant to the terms set out in this offering document;

• i) the subscription for the Units and the completion of the transactions described herein by the Purchaser will not result in any material breach of, or be in conflict with or constitute a material default under, or create a state of facts which, after notice or lapse of time, or both, would constitute a material default under any term or provision of the constating documents, bylaws or resolutions of the Purchaser if the Purchaser is not an individual, the applicable securities laws or any other laws applicable to the Purchaser, any agreement to which the Purchaser is a party, or any judgment, decree, order, statute, rule or regulation applicable to the Purchaser;

• j) the Purchaser is not purchasing the Units with knowledge of any material fact or material change about the Company that has not been generally disclosed and the decision of the Purchaser, to acquire Units has not been made as a result of any oral 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 the offering document;

• k) the Purchaser is aware that the Units have not been and will not be registered under the United States Securities Act of 1933, as amended (the “ U.S. Securities Act ”) or the securities laws of any state of the United States and that the Units may not be offered, sold or otherwise disposed of, directly or indirectly, in the United States, any state or territory of the United States or the District of Columbia, without registration under the U.S. Securities Act and all applicable state securities laws or compliance with the requirements of an exemption from such registration and it acknowledges that the Company has no obligation or present intention of filing a registration statement under the U.S. Securities Act in respect of the sale or resale of the Units;

• l) the funds representing the aggregate subscription funds which will be advanced by the Purchaser to the Company 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 ”) or for the purposes of the United States’ Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act , as may be amended from time to time (the “ PATRIOT Act ”) and the Purchaser acknowledges that the Company may in the future be required by law to disclose the Purchaser’s name and other information relating to the Purchaser’s subscription of the Units, on a confidential basis, pursuant to the PCMLTFA and the PATRIOT Act, and that, to the best of its knowledge: (i) none of the subscription funds to be provided by the Purchaser (A) 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; or (B) are being tendered on behalf of a person who has not been identified to the Purchaser; and (ii) it will promptly notify the Company if the Purchaser discovers that any of such

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representations ceases to be true, and to provide the Company with appropriate information in connection therewith;

• m) neither the Company, nor any of their respective directors, employees, officers, affiliates or agents has made any written or oral representations to the Purchaser: (i) that any person will resell or repurchase the Units; (ii) that any person will refund all or any part of the purchase price of the shares acquired by the Purchaser; or (iii) as to the future price or value of the Units;

• n) if required by applicable securities laws or the Company, the Purchaser will execute, deliver and file or assist the Company in filing such reports, undertakings and other documents with respect to the issue and/or sale of the Units as may be required by any securities commission, stock exchange or other regulatory authority;

• o) the Purchaser has obtained all necessary consents and authorities to enable it to agree to subscribe for the Units pursuant to the terms set out in this offering document and the Purchaser has otherwise observed all applicable laws, obtained any requisite governmental or other consents, complied with all requisite formalities and paid any issue, transfer or other taxes due in any territory in connection with the purchase of the Units and the Purchaser has not taken any action which will or may result in the Company acting in breach of any regulatory or legal requirements of any territory in connection with the Offering or the Purchaser’s subscription.

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APPENDIX "B" INDIRECT COLLECTION OF PERSONAL INFORMATION

Indirect Collection of Personal Information

By purchasing the Units, the Purchaser acknowledges that the Company and their respective agents and advisers may each collect, use and disclose the Purchaser’s name and other specified personally identifiable information (including his, her or its name, jurisdiction of residence, address, telephone number, email address and aggregate value of the Units that it has purchased) (the “ Information ”), for purposes of (i) meeting legal, regulatory, stock exchange and audit requirements and as otherwise permitted or required by law or regulation, and (ii) issuing ownership statements issued under a direct registration system or other electronic book-entry system, or certificates that may be issued, as applicable, representing the Units to be issued to the Purchaser. The Information may also be disclosed by the Company to: (i) stock exchanges, (ii) revenue or taxing authorities and (iii) any of the other parties involved in the Offering, including legal counsel, and may be included in record books in connection with the Offering. The Purchaser is deemed to be consenting to the disclosure of the Information.

By purchasing the Units the Purchaser acknowledges (A) that Information concerning the Purchaser will be disclosed to the relevant Canadian securities regulatory authorities and may become available to the public in accordance with the requirements of applicable securities and freedom of information laws and the Purchaser consents to the disclosure of the Information; (B) the Information is being collected indirectly by the applicable Canadian securities regulatory authorities under the authority granted to them in securities legislation; and (C) the Information is being collected for the purposes of the administration and enforcement of the applicable Canadian securities legislation; and by purchasing the Units, the Purchaser shall be deemed to have authorized such indirect collection of personal information by the relevant Canadian securities regulatory authorities.

The Purchaser may contact the following public official in the applicable province with respect to questions about the commission’s indirect collection of such Information at the following address, telephone number and email address (if any):

Alberta Securities Commission

Suite 600, 250 – 5th Street SW Calgary, Alberta T2P 0R4 Telephone: 403-297-6454 Toll free in Canada: 1-877-355-0585 Facsimile: 403-297-2082 Public official contact regarding indirect collection of information: FOIP Coordinator

British Columbia Securities Commission

P.O. Box 10142, Pacific Centre 701 West Georgia Street Vancouver, British Columbia V7Y 1L2 Inquiries: 604-899-6854 Toll free in Canada: 1-800-373-6393 Facsimile: 604-899-6581 Email: FOI-privacy@bcsc.bc.ca Public official contact regarding indirect collection of information: FOI Inquiries

Financial and Consumer Services Commission (New Brunswick) 85 Charlotte Street, Suite 300 Saint John, New Brunswick E2L 2J2 Telephone: 506-658-3060 Toll free in Canada: 1-866-933-2222 Facsimile: 506-658-3059 Email: info@fcnb.ca Public official contact regarding indirect collection of information: Chief Executive Officer and Privacy Officer

Government of Newfoundland and Labrador Financial Services Regulation Division P.O. Box 8700 Confederation Building 2nd Floor, West Block Prince Philip Drive St. John’s, Newfoundland and Labrador A1B 4J6 Attention: Director of Securities Telephone: 709-729-4189 Facsimile: 709-729-6187 Public official contact regarding indirect collection of information: Superintendent of Securities

Nova Scotia Securities Commission

Suite 400, 5251 Duke Street Duke Tower P.O. Box 458 Halifax, Nova Scotia B3J 2P8 Telephone: 902-424-7768 Facsimile: 902-424-4625 Public official contact regarding indirect collection of information: Executive Director

Ontario Securities Commission

20 Queen Street West, 22nd Floor Toronto, Ontario M5H 3S8 Telephone: 416-593-8314 Toll free in Canada: 1-877-785-1555 Facsimile: 416-593-8122 Email: exemptmarketfilings@osc.gov.on.ca Public official contact regarding indirect collection of information: Inquiries Officer

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The Manitoba Securities Commission

500 – 400 St. Mary Avenue Winnipeg, Manitoba R3C 4K5 Telephone: 204-9452561 Toll free in Manitoba: 1-800-655-5244 Facsimile: 204-945-0330 Public official contact regarding indirect collection of information: Director

Prince Edward Island Securities Office

95 Rochford Street, 4th Floor Shaw Building P.O. Box 2000 Charlottetown, Prince Edward Island C1A 7N8 Telephone: 902-368-4569 Facsimile: 902-368-5283 Public official contact regarding indirect collection of information: Superintendent of Securities

Financial and Consumer Affairs Authority of Saskatchewan

Suite 601 - 1919 Saskatchewan Drive Regina, Saskatchewan S4P 4H2 Telephone: 306-787-5842 Facsimile: 306-787-5899 Public official contact regarding indirect collection of information: Director

Autorité des Marchés Financiers 800, Square Victoria, 22e étage C.P. 246, Tour de la Bourse Montréal, Québec H4Z 1G3 Telephone: 514 395-0337 or 1 877 525-0337 Facsimile: 514 864-6381 Public official contact regarding indirect collection of information: Secrétaire générale