Boardwalktech Software Corp. — Capital/Financing Update 2025

Jun 30, 2025

• 1 -

AMENDED AND RESTATED OFFERING DOCUMENT
UNDER THE LISTED ISSUER FINANCING EXEMPTION

(AMENDING AND RESTATING THE OFFERING DOCUMENT DATED JUNE 10, 2025)

JUNE 30, 2025

BOARDWALKTECH

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$0.25 per Warrant Share for a period of 12 months following the Closing Date (as defined below).
Offering Price:	C$0.13 per Unit
Offering Amount:	Gross proceeds of C$350,000 (minimum) up to C$750,000 (maximum)
Closing Date:	A first tranche of the Offering pursuant to this Amended and Restated Offering Document closed on June 13, 2025.
Exchange:	The Common Shares are listed on the TSX Venture Exchange (the “TSXV”) under the symbol “BWLK”.
Last Closing Price:	On June 27, 2025, the last trading day prior to the date of this amended and restated offering document (the “Offering Document”), the closing price of the Common Shares on the TSXV was C$0.105.

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 45-106 — Prospectus Exemptions (the “Listed Issuer Financing Exemption”). In connection with this Offering, the Company represents the following is true:

• 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

---

• 2 -

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 forward-looking 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 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.

---

• 3 -

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 April 1, 2024, the Company announced it had secured a three-year US$4.0 million Line-of-Credit ("LOC") facility with Celtic Bank, for growth needs including expansion of its recurring revenue. The LOC is a non-dilutive, interest-only during the three-year period (at 12.5%) with available funds based on 60% of trailing 12-month ARR (annual recurring revenue).

On April 8, 2024, the Company announced it signed a teaming agreement with Tata Consultancy Services (NSE: TCS) to deliver consulting and professional services in the financial services market for the Boardwalk Velocity product to remediate and transform banks' End User Computing ("EUC") environments into a compliant, auditable, and scalable solution.

On May 9, 2024, the Company announced Jay Cherrie had been added to the Company's corporate advisory board and as a business development asset. Mr. Cherrie's senior executive roles for Appian Corporation, CTO for First Republic Bank, and lead of the technology strategy department for Charles Schwab Bank provide directly relevant expertise to Boardwalktech's business endeavors.

On June 11, 2024, the Company announced it signed a teaming agreement with UST, a leading digital transformation solutions company, with a shared focus on the banking and financial services industry.

On August 30, 2024, the Company announced the addition of seasoned technology executive Drue Freeman to the Company's board of directors.

On September 27, 2024, the Company and HCL Tech Limited (NSE: HCLTECH) jointly announced an expansion of their partnership, where HCLTech is currently engaged with one of the top 5 US banks, helping implement the Boardwalk Velocity Product.

On October 9, 2024, the Company announced it entered into an investor relations and capital markets advisory agreement with Sophic Capital Inc., to provide the Company with marketing and investor relations services to expand investor awareness of the Company's business and to communicate with the investment community.

On October 28, 2024, the Company and Scadea Software Solutions jointly announced a partnership to sell and deploy Boardwalk Unity Central and Boardwalk Velocity platform applications, where Boardwalktech

---

• 4 -

retains sole rights to licensing while Scadea would receive a referral fee and any professional services.

On January 16, 2025, the Company announced that a Fortune 500 food and snack manufacturing client had signed a 5-year extension to license and further deploy Boardwalktech's supply chain solution, with the Company projecting the renewal to generate in excess of US$300,000 of license revenue over the term of this extension, not including potential professional services work or usage-based upside revenue.

On January 22, 2025, the Company and LTIMindtree (NSE: LTIM) (BSE: 540005), a global technology consulting and digital solutions company, announced they had expanded their partnership including current work at a top 5 U.S. joint banking client to remediate the risk of End User Computing applications (EUCs) through licensed use of the Boardwalk Velocity software product.

On February 6, 2025, the Company announced the extension and expansion of its existing engagement with an existing Top 5 US bank customer, achieving a milestone at the end of January 2025 in the delivery of its Velocity product, which increases annual recurring revenue and expands professional services agreements with multiple partners through 2025 that will deliver over $300,000 of incremental revenue to the Company from this engagement, which represents a doubling to comparable levels in the prior year.

On March 17, 2025, the Company announced announce it has closed, subject to the approval of the TSX Venture Exchange, an initial tranche of a non-brokered private placement of 8,576,573 units of the Company at the price of C$0.13 per Unit for gross proceeds of approximately C$1,114,954 pursuant to the Listed Issuer Financing Exemption of National Instrument 45-106 - Prospectus Exemptions, which was previously announced on February 27, 2025. Concurrently with the completion of the LIFE Offering, the Company also issued 250,000 Units on a non-brokered basis to United States Investors, at US$0.09 (equivalent of C$0.13) with equivalent commercial terms for each warrant per Unit.

On May 12, 2025, the Company announced a new strategic partnership with Zideas Consulting, a respected technology advisory firm focused on digital transformation, as well as the appointment of Jay Chakraborty, Principal of Zideas Consulting, to the Company's Advisory Board.

On May 14, 2025, the Company announced the appointment of Miles Ravitz to its corporate Advisory Board. Mr. Ravitz is an executive with Promontory Financial Group, a business unit of IBM Consulting, and is expected to act as both an advisor and liaison between the Company and its customer prospects.

One June 16, 2025, the Company announced that it had closed its second non-brokered private placement of 2,962,692 Units at a price of C$0.13 per Unit for gross proceeds of approximately C$385,150 pursuant to the Listed Issuer Financing Exemption of of NI 45-106. Concurrently, the Company also issued 115,620 Units on a non-brokered basis to United States Investors, at US$0.09 (equivalent of C$0.13) with equivalent commercial terms for each warrant per Unit. The securities issued under the Concurrent Offering remain subject to a hold period of four months plus one day from the date of issuance in accordance with applicable securities legislation.

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$400,000 over the next 12-18 months in additional sales and marketing, and professional services (aka customer satisfaction) resources needed to close, ramp, and support 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

---

• 5 -

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

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

Based on the Company's existing adjusted working capital¹ as at March 31, 2025, of US$336,995 - CAD equivalent C$478,061, the Company's expected availability of funds following closing of the Offering is expected to be approximately C$1,755,172, 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:	$350,000	$750,000
B	Selling commissions and fees:	$24,500	$52,500
C	Estimated Offering costs: (e.g., legal, accounting, audit)	$25,000	$30,000
D	Net proceeds of Offering: (D = A - (B + C))	$300,500	$667,500
E	Working capital¹ as at March 31, 2025²:	$478,061	$478,061
F	Additional sources of funding³:	$609,611	$609,611
G	Total available funds: (G = D + E + F)	$1,388,172	$1,755,172

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 9-month period ending December 31, 2024 (3Q Fiscal 2025 – filed on Feb 25, 2025), the Company reported pro forma Working Capital of (US$181,589)- CAD equivalent (C$257,602). As disclosed on Page 10 of that filed MD&A: "It should be noted that deferred revenue of US$0.5 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". This disclosure and description has been reviewed and approved by the Company's auditor, MNP LLP.

² The Company is using the unaudited figures from the month ending March 31, 2025, but is also relying upon the defined terms and figures, as used in this Offering Document that were disclosed in much better detail within filed interim financial statements and associated MD&A for the quarter ending December 31, 2024 (reported and filed on February 25, 2025) While the Company does not normally close its books on a monthly basis given its India subsidiary, (Boardwalktech India Pvt Ltd); but the Company does believe the figures disclosed for March 31, 2025 to accurately reflect subsequent events and reliable for this Offering Document purposes. That said, the Company does not believe there has been a material change to the reported financial figures during the period between March 31, 2025 and May 31, 2025.

³ As of May 31, 2025, the Company had US$429,727 (CAD equivalent C$609,611) of available funds from its Letter of Credit ("LOC") with Celtic Bank. The LOC funds available are based on 60% of the Company's trailing 12-month annual recurring revenue (ARR); and the LOC is a non-dilutive, interest-only during the three-year period (at 12.5%)

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. In

---

• 6 -

particular, a portion of the proceeds will be allocated to increase cash levels, including maintaining an added liquidity buffer to ensure ongoing compliance with the Company's LOC with Celtic Bank, as discussed in further detail above. This Offering is being conducted on substantially the same terms as the Corporation's offering pursuant to the Listed Issuer Financing Exemption that closed on March 14, 2025, and as announced on March 17, 2025. However, due to global market events that created unexpected delays, the previous offering expired before the full amount contemplated could be raised. The Company did complete a closing of $1,114,954 under that earlier offering, as announced on March 17, 2025. Thus, the use of available funds (below) should be viewed in conjunction with the March 14,2025 close and the new range in this new Offering.

Intended Use of Available Funds	Assuming minimum Offering only (C$)	Assuming 100% of Offering (C$)
Working Capital purposes(1)	$388,172	$655,172
Sale and Marketing	$400,000	$400,000
Balance Sheet enhancement(2)	$400,000	$600,000
Total:	$1,388,172	$1,755,172

Notes:
(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 obligations 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 a net loss for the nine-months ended as of December 31, 2024. 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, 2024, as filed on June 27, 2024) 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 nine-month period ending December 31, 2024 (3Q Fiscal 2025), filed on February 25, 2025, since the Company's last audited financial statements, working capital did decline US$1.15 million due to continuing operating losses and the timing of large annual license renewals. However, the Company has reported progress on operating losses and cash usage, including actions announced in January 2024 that has resulted in recognized operating expense cash savings in excess of US$900,000 for the nine-month reported versus the comparable period in the prior year, as reported in the Company's interim Financial Statements and MD&A for third quarter of Fiscal 2025. 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 year-over-year and year-to-date metrics 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 net income improvement of US$193,000 losses and a year-over-year improvement in Operating Income of 36% (or a US$276,000 improvement) over that same period, as indications of continuing progress to cash

---

• 7 -

sustainability, while Adjusted EBITDA improved 21% sequentially and 26% year-over-year. 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?

Funds raised have been used to support working capital needs while support sales efforts to convert customer prospects into software subscription licenses. This Offering is being conducted on substantially the same terms as the Company's offering pursuant to the Listed Issuer Financing Exemption that closed on March 14, 2025, and as announced on March 17, 2025. However, due to global market events that created unexpected delays, the previous offering expired before the full amount contemplated could be raised. Below is a table that exhibits how the Company has used funds from this past 12 months.

Financing Details	Funds Raised	Intended Use of Funds	Explanation of Variances and Impact on Business Objectives and Milestones
Non-brokered private placement pursuant to the LIFE as well as a concurrent U.S. private placement which closing was announced on March 17, 2025.	An aggregate of C$1,147,454 was raised.	The Company intended on using the net proceeds of these concurrent financings to fund sales and marketing efforts to grow revenue from existing product offerings, balance sheet, and for general working capital purposes. In particular, a portion of the proceeds was allocated to increase cash reserves, providing an added buffer to support ongoing operations and ensure continued compliance with the Company's LOC with Celtic Bank, as discussed in more detail above.	There are no variances between the previously disclosed use of funds and the use of such funds to date.

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 closing of the Offering on June 13, 2025, the Company paid aggregate finder's fees in cash of approximately C$19,960 and issued 153,542 non-transferrable broker warrants of the Company ("Finder's Warrants"), equal to 7% of the number of Units purchased by investors referred to by certain finders. Canaccord Genuity Corp. received C$5,960 and 45,850 Finder's Warrants, and Primary Capital Inc. received C$14,000 and 107,692 Finder's Warrants. Each Finder's Warrant entitles the holder thereof to purchase one Common Share at a price of C$0.25 for a period of 12 months from the grant date. This aggregate cash commission paid represents approximately 5.7% of the minimum offering size of C$350,000, 5.18% of the actual amount raised (C$385,150), and 2.66% of the maximum offering size of C$750,000.

PURCHASERS' RIGHTS

---

• 8 -

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.ca.

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

---

• 9 -

DATE AND CERTIFICATE

Dated: June 30, 2025

This offering document, together with any document filed under Canadian securities legislation on or after June 30, 2024 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

---

• 10 -

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;

---

• 11 -

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

---

• 12 -

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.

---

• 13 -

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

---

• 14 -

The Manitoba Securities Commission 500 – 400 St. Mary Avenue Winnipeg, Manitoba R3C 4K5 Telephone: 204-945-2561
Toll free in Manitoba:
1-800-655-5244
Facsimile: 204-945-0330
Public official contact regarding indirect collection of information: Director

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

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