POLARX LIMITED — Capital/Financing Update 2012

Dec 19, 2012

1490 – 1075 West Georg ia Street Vanco uver, BC V6E 3C9 Canada

Tel: 604 688 9478 Fax: 604 688 9458

20 December 2012 ASX Limited Level 8 2 The Esplanade PERTH WA 6000

Fundraising Document issued by Crescent Resources Corp. (to be renamed Coventry Resources Inc) ("Company")

As a condition of the admission of the Company to the Official List of the ASX the Company provides the only fundraising document issued by it in the past three months as pre-quotation disclosure.

CRESCENT RESOURCES CORP.

PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (SUBSCRIPTION RECEIPTS)

INSTRUCTIONS TO PURCHASER

• 1. All purchasers must complete all the information in the boxes on page 1 and sign where indicated with an "X".
• 1. If you are resident in Canada, purchasing Subscription Receipts of Crescent Resources Corp. (the "Issuer") having an acquisition cost to you of less than $150,000 and are an "accredited investor", then complete and sign the "Accredited Investor Form" that starts on page 2. The purpose of the form is to determine whether you meet the standards for participation in a private placement as an accredited investor under section 2.3 of National Instrument 45-106.
• 1. If you are resident in British Columbia or Alberta, purchasing Subscription Receipts of Crescent Resources Corp. (the "Issuer") having an acquisition cost to you of less than $150,000 and are purchasing pursuant to the "family, friends and business associates" exemption in section 2.5 of National Instrument 45-106, then complete and sign the "Family, Friends and Business Associates Form" that starts on page 7. The purpose of the form is to determine whether you meet the standards for participation in a private placement under the "family, friends and business associates" exemption under section 2.5 of National Instrument 45-106.
• 1. If you are not an individual (that is, the Purchaser (as defined herein) is a corporation, partnership, trust or entity other than an individual) or you are a portfolio manager and you will hold more than 5% of the Issuer's issued and outstanding common shares upon completion of the Offering (as defined herein), complete and sign the "Corporate Placee Registration Form" (Form 4C) that starts on page 9. If you have previously submitted this form to the Exchange (as defined herein) and there have been no changes to its content then please check the box to that effect on page 1.

Note to Purchasers:

You will receive Subscription Receipts at the Closing (as defined herein) that is expected to take place on or about October 11, 2012, or such other date as may be determined by the Issuer. The hold period will commence on the Closing. However, the gross proceeds will be held in escrow by the Issuer either in a separate account or a guaranteed investment certificate and will not be available for use by the Issuer (or any other party) until the Transaction (as defined herein) is completed. The deadline for the completion of the Transaction is December 31, 2012 or such later date as may be agreed to by the Issuer and Coventry (as defined herein).

The terms of the escrow are set out on page 12 under the section titled "Escrow".

PLEASE READ THE ABOVE INSTRUCTIONS CAREFULLY TO ENSURE ALL DOCUMENTS, AS APPLICABLE TO YOUR SUBSCRIPTION, ARE COMPLETED PROPERLY. PLEASE RETURN YOUR COMPLETED SUBSCRIPTION AGREEMENT TO CRESCENT RESOURCES CORP., C/O UNIT 1-15782 MARINE DRIVE, WHITE ROCK, BRITISH COLUMBIA, V4B 1E6 ATTENTION: DORIS MEYER (TEL: (604) 536-2711; FAX: (604) 536-2788) UPON COMPLETION AND AT LEAST THREE DAYS BEFORE THE CLOSING DATE.

PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT

TO: Crescent Resources Corp. (the "Issuer") of Unit 1 – 15782 Marine Drive, White Rock, British Columbia V4B 1E6

Subject and pursuant to the terms set out in the Terms on pages 12 to 14, the General Provisions on pages 15 to 24 and the other appendices, acknowledgements, provisions, terms, certifications and forms which form part of this Subscription Agreement, the undersigned purchaser (the "Purchaser") hereby irrevocably subscribes for, and on Closing (as defined herein) agrees to purchase from the Issuer, the following securities at the following price:

Subscription Receipts
$0.05per Subscription Receipt for a total purchase price of $
The Purchaser owns, directly or indirectly, the following securities of the Issuer: __________________________
[Check if applicable]The Purchaser isan insider* of the Issuer;a member of a Pro Group*;a registrant*
[Check if applicable]The Purchaser has on file with the Exchange (as defined herein) a current Form 4C and represents andwarrants that there have been no changes to any of the information in the Form 4C up to the date of this Subscription Agreement*"Insider" and "member of a Pro Group" are as defined in the Exchange Corporate Finance Manual. "Registrant" is as defined in applicable securities legislation.

The Purchaser directs the Issuer to issue, register and deliver the certificates representing the Purchased Securities (as defined herein) as follows:

REGISTRATION INSTRUCTIONS	DELIVERY INSTRUCTIONS
Name to appear on certificate	Name and account reference, if applicable
Account reference if applicable	Contact name
Address	Address
	Telephone Number

EXECUTED by the Purchaser this _______ day of _____________, 2012. By executing this Subscription Agreement, the Purchaser certifies that the Purchaser and any beneficial purchaser for whom the Purchaser is acting is resident in the jurisdiction shown as the "Address of Purchaser".

	EXECUTION BY PURCHASER:
Accepted this _____ day of ____________, 2012	X
CRESCENT RESOURCES CORP.	Signature of individual (if Purchaser is an individual)
Per:	X
Authorized signatory	Authorized Signatory (if Purchaser is not an individual)
By signing this acceptance, the Issuer agrees to bebound by the terms set forth in this SubscriptionAgreement.	Name of Purchaser and, if applicable, Authorized Signatory(please print)
	Name of beneficial purchaser for whom Purchaser iscontracting (if applicable) ("Disclosed Principal") (pleaseprint)
	Address of Purchaser (residence)
	Address of Disclosed Principal (if applicable) (residence)

Telephone number and e-mail address

ACCREDITED INVESTOR FORM

(Capitalized terms not specifically defined in this Form have the meaning ascribed to them in the Subscription Agreement of which this Form forms a part)

In connection with the execution of the Subscription Agreement of which this Form forms a part, the Purchaser represents, warrants, covenants and certifies to the Issuer that the Purchaser or, if applicable, the Disclosed Principal on whose behalf the undersigned is purchasing as agent, satisfies one or more of the categories indicated below (please place an "X" on the appropriate lines):

______Category 1		a Canadian financial institution, or a Schedule III bank
______Category 2	the Business Development Bank of Canada incorporated under the Business DevelopmentBank of Canada Act (Canada)
______Category 3	a subsidiary of any person referred to in Category 1 or 2, if the person owns all of the votingsecurities of the subsidiary, except the voting securities required by law to be owned bydirectors of that subsidiary
______Category 4	a person registered under the securities legislation of a jurisdiction of Canada as an adviser ordealer, other than a person registered solely as a limited market dealer under one or both ofthe Securities Act (Ontario) or the Securities Act (Newfoundland and Labrador)
______Category 5	an individual registered or formerly registered under the securities legislation of a jurisdictionof Canada as a representative of a person referred to in Category 4
______Category 6	the Government of Canada or a jurisdiction of Canada, or any crown corporation, agency orwholly owned entity of the Government of Canada or a jurisdiction of Canada
______Category 7	a municipality, public board or commission in Canada and a metropolitan community, schoolboard, the Comité de gestion de la taxe scolaire de l'ile de Montreal or an intermunicipalmanagement board in Québec
______Category 8	any national, federal, state, provincial, territorial or municipal government of or in anyforeign jurisdiction, or any agency of that government
______Category 9	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
_____Category 10	an individual who, either alone or with a spouse, beneficially owns financial assets having anaggregate realizable value that before taxes, but net of any related liabilities, exceeds$1,000,000
_____Category 11	an individual whose net income before taxes exceeded $200,000 in each of the two mostrecent calendar years or whose net income before taxes combined with that of a spouseexceeded $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
_____Category 12	an individual who, either alone or with a spouse, has net assets of at least $5,000,000
_____Category 13	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
_____Category 14	an investment fund that distributes or has distributed its securities only to
	(a)	a person that is or was an accredited investor at the time of the distribution;
	(b)	a person that acquires or acquired securities in the circumstances referred to insections 2.10 of National Instrument 45-106 [Minimum amount investment], or 2.19of National Instrument 45-106 [Additional investment in investment funds]; or

(c) a person described in paragraph (a) or (b) that acquires or acquired securities under section 2.18 of National Instrument 45-106 [Investment fund reinvestment]

_____Category 15	an investment fund that distributes or has distributed securities under a prospectus in ajurisdiction of Canada for which the regulator or, in Quebec, the securities regulatoryauthority, has issued a receipt
_____Category 16	a trust company or trust corporation registered or authorized to carry on business under theTrust and Loan Companies Act (Canada) or under comparable legislation in a jurisdiction ofCanada or a foreign jurisdiction, acting on behalf of a fully managed account managed by thetrust company or trust corporation, as the case may be
_____Category 17	a person acting on behalf of a fully managed account managed by that person, if that person
	(a)is registered or authorized to carry on business as an adviser or the equivalent underthe securities legislation of a jurisdiction of Canada or a foreign jurisdiction; and
	(b)in Ontario, is purchasing a security that is not a security of an investment fund
_____Category 18	a registered charity under the Income Tax Act (Canada) that, in regard to the trade, hasobtained advice from an eligibility adviser or an adviser registered under the securitieslegislation of the jurisdiction of the registered charity to give advice on the securities beingtraded
_____Category 19	an entity organized in a foreign jurisdiction that is analogous to any of the entities referred toin Categories 1 to 4 or Category 9 in form and function
_____Category 20	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 areaccredited investors
_____Category 21	an investment fund that is advised by a person registered as an adviser or a person that isexempt from registration as an adviser
_____Category 22	a person that is recognized or designated by the securities regulatory authority or, except inOntario and Québec, the regulator as an accredited investor

The statements made in this Form are true and accurate as of the date of signing and will be true and accurate as of the Closing Date. If any such representations and warranties shall cease to be true and accurate at any time prior to Closing, the Purchaser will promptly notify the Issuer. Dated ________________________________________ 20____.

X

Signature of individual (if Purchaser is an individual)

X

Authorized Signatory (if Purchaser is not an individual)

Name of Purchaser (please print)

Name of Authorized Signatory (please print)

Official capacity of Authorized Signatory (please print)

For the purposes hereof:

• (a) "accredited investor" means a person who meets the criteria in any of the above categories;

• (b) "Canadian financial institution" means:

  • (i) an association governed by the Cooperative Credit Associations Act (Canada) or a central cooperative credit society for which an order has been made under section 473(1) of that Act; or
  • (ii) a bank, loan corporation, trust company, trust corporation, insurance company, treasury branch, credit union, caisse populaire, financial services cooperative, or league that, in each case, is authorized by an enactment of Canada or a jurisdiction of Canada to carry on business in Canada or a jurisdiction of Canada;

• (c) "eligibility adviser" means

  • (i) a person that is registered as an investment dealer and authorized to give advice with respect to the type of security being distributed; and
  • (ii) in Saskatchewan or Manitoba, also means a lawyer who is a practicing member in good standing with a law society of a jurisdiction of Canada or a public accountant who is a member in good standing of an institute or association of chartered accountants, certified general accountants or certified management accountants in a jurisdiction of Canada provided that the lawyer or public accountant must not:
    • (A) have a professional, business or personal relationship with the issuer, or any of its directors, executive officers, founders or control persons, and
    • (B) have acted for or been retained personally or otherwise as an employee, executive officer, director, associate or partner of a person that has acted for or been retained by the issuer or any of its directors, executive officers, founders or control persons within the previous 12 months;

• (d) "financial assets" means

  • (i) cash,
  • (ii) securities, or
  • (iii) a contract of insurance, a deposit or an evidence of a deposit that is not a security for the purposes of securities legislation;

• (e) "fully managed account" means an account of a client for which a person makes the investment decisions if that person has full discretion to trade in securities for the account without requiring the client's express consent to a transaction;

• (f) "investment fund" means a mutual fund or a non-redeemable investment fund, and, for great certainty in British Columbia, includes an EVCC (employee venture capital corporation) and a VCC (venture capital corporation) as such terms are defined in National Instrument 81-106 - Investment Fund Continuous Disclosure;

• (g) "non-redeemable investment fund" means an issuer:

  • (i) whose primary purpose is to invest money provided by its securityholders;
  • (ii) that does not invest
    • (A) for the purpose of exercising or seeking to exercise control of an issuer, other than an issuer that is a mutual fund or a non-redeemable investment fund, or
    • (B) for the purpose of being actively involved in the management of any issuer in which it invests, other than an issuer that is a mutual fund or a non-redeemable investment fund, and
  • (iii) that is not a mutual fund;

• (h) "person" includes

  • (i) an individual;
  • (ii) a corporation;
  • (iii) a partnership, trust, fund and an association, syndicate, organization or other organized group of persons, whether incorporated or not; and
  • (iv) an individual or other person in that person's capacity as a trustee, executor, administrator or personal or other legal representative;

• (i) "related liabilities" means

• (i) liabilities incurred or assumed for the purpose of financing the acquisition or ownership of financial assets, or

• (ii) liabilities that are secured by financial assets;

• (j) "Schedule III bank" means an authorized foreign bank named in Schedule III of the Bank Act (Canada);

• (k) "spouse" means, an individual who,

  • (i) is married to another individual and is not living separate and apart within the meaning of the Divorce Act (Canada), from the other individual,
  • (ii) is living with another individual in a marriage-like relationship, including a marriage-like relationship between individuals of the same gender, or
  • (iii) in Alberta, is an individual referred to in paragraph (i) or (ii), or is an adult interdependent partner within the meaning of the Adult Interdependent Relationships Act (Alberta); and

• (l) "subsidiary" means an issuer that is controlled directly or indirectly by another issuer and includes a subsidiary of that subsidiary.

FAMILY, FRIENDS AND BUSINESS ASSOCIATES FORM

(Capitalized terms not specifically defined in this Form have the meaning ascribed to them in the Subscription Agreement of which this Form forms a part)

In connection with the execution of the Subscription Agreement of which this Form forms a part, the Purchaser represents, warrants, covenants and certifies to the Issuer that the Purchaser or, if applicable, the Disclosed Principal on whose behalf the undersigned is purchasing as agent, satisfies one or more of the categories indicated below (please check the appropriate box):

	(a)	a director, executive officer or control person of the Issuer or of an affiliate of the Issuer;
	(b)	a spouse, parent, grandparent, brother, sister, child or grandchild of a director, executive officeror control person of the Issuer, or of an affiliate of the Issuer;
	(c)	a parent, grandparent, brother, sister, child or grandchild of the spouse of a director, executiveofficer or control person of the Issuer or of an affiliate of the Issuer;
	(d)	a close personal friend of a director, executive officer or control person of the Issuer or of anaffiliate of the Issuer, being _____________________________________ (complete (1) below);
	(e)	a close business associate of a director, executive officer or control person of the Issuer or of anaffiliate of the Issuer, being _____________________________________ (complete (1) below);
	(f)	a founder of the Issuer or a spouse, parent, grandparent, brother, sister, child, grandchild, closepersonal friend or close business associate of a founder of the Issuer, being_________________________________ (if applicable, complete (1) below);
	(g)	a parent, grandparent, brother, sister, child or grandchild of a spouse of a founder of the Issuer;
	(h)	a person of which a majority of the voting securities are beneficially owned by, or a majority ofthe directors are, persons described in paragraphs (a) to (g), being_______________________________ (if applicable, complete (1) below); or
	(i)	a trust or estate of which all of the beneficiaries or a majority of the trustees or executors arepersons described in paragraphs (a) to (g), being _____________________________________ (ifapplicable, complete (1) below).
(1)		If you are a close personal friend or close business associate of a director, executive officer, founderor control person of the Issuer, please indicate how long you have known the individual and describe
the		nature of your relationship, including how you are in a position to assess the capabilities andtrustworthiness of the individual.

The statements made in this Form are true and accurate as of the date of signing and will be true and accurate as of the Closing Date. If any such representations and warranties shall cease to be true and accurate at any time prior to Closing, the Purchaser will promptly notify the Issuer. Dated ________________________________________ 20____.

X

Signature of individual (if Purchaser is an individual)

X

Authorized Signatory (if Purchaser is not an individual)

Name of Purchaser (please print)

Name of Authorized Signatory (please print)

Official capacity of Authorized Signatory (please print)

For the purposes hereof:

"close business associate" means an individual who has had sufficient prior business dealings with a director, executive officer, founder or control person of the Issuer to be in a position to assess their capabilities and trustworthiness. An individual is not a close business associate solely because the individual is (a) a member of the same organization, association or religious group, or (b) a client, customer, former client or former customer of the Issuer. The relationship between the individual and the director, executive officer, founder or control person must be direct. For

example, the exemption is not available for a close business associate of a close business associate of a director of the Issuer.

"close personal friend" means an individual who knows the director, executive officer, founder or control person well enough and has known them for a sufficient period of time to be in a position to assess their capabilities and trustworthiness. The term "close personal friend" can include a family member who is not already specifically identified in the exemptions if the family member satisfies the criteria described above.

The relationship between the individual and the director, executive officer, founder or control person must be direct. For example the exemption is not available to a close personal friend of a close personal friend of a director of the Issuer. An individual is not a close personal friend solely because the individual is: (a) a relative; (b) a member of the same organization, association or religious group; or (c) a client, customer, former client or former customer.

Except in Manitoba, Newfoundland and Labrador, Nova Scotia, Ontario and Prince Edward Island, "control person" means (a) a person who holds a sufficient number of the voting rights attached to all outstanding voting securities of the Issuer to affect materially the control of the Issuer; or (b) each person in a combination of persons, acting in concert by virtue of an agreement, arrangement, commitment or understanding, which holds in total a sufficient number of the voting rights attached to all outstanding voting securities of the Issuer to affect materially the control of the Issuer, and, if a person or combination of persons holds more than 20% of the voting rights attached to all outstanding voting securities of the Issuer, the person or combination of persons is deemed, in the absence of evidence to the contrary, to hold a sufficient number of the voting rights to affect materially the control of the Issuer.

In Manitoba, Newfoundland and Labrador, Nova Scotia, Ontario and Prince Edward Island, a "control person" means any person that holds or is one of a combination of persons that holds (a ) a sufficient number of any of the securities of an issuer so as to affect materially the control of an issuer, or (b) more than 20% of the outstanding voting securities of an issuer except where there is evidence showing the holder of these securities does not affect materially the control of the Issuer.

"executive officer" means an individual who is: (a) a chair, vice-chair or president; (b) a vice-president in charge of a principal business unit, division or function including sales, finance or production; (c) an officer of the Issuer or any of its subsidiaries and who performs a policy-making function in respect of the Issuer; or (d) performing a policy-making function in respect of the Issuer.

"founder" means a person who: (a) acting alone, in conjunction, or in concert with one or more persons, directly or indirectly, takes the initiative in founding, organizing or substantially reorganizing the business of the Issuer; and (b) at the time of the trade is actively involved in the business of the Issuer.

FORM 4C

CORPORATE PLACEE REGISTRATION FORM

This Form will remain on file with the Exchange and must be completed if required under section 4(b) of Part II of Form 4B. The corporation, trust, portfolio manager or other entity (the "Placee") need only file it on one time basis, and it will be referenced for all subsequent Private Placements in which it participates. If any of the information provided in this Form changes, the Placee must notify the Exchange prior to participating in further placements with Exchange listed Issuers. If as a result of the Private Placement, the Placee becomes an Insider of the Issuer, Insiders of the Placee are reminded that they must file a Personal Information Form (2A) or, if applicable, Declarations, with the Exchange.

1. Placee Information:

• (a) Name:
  • (b) Complete Address:
• (c) Jurisdiction of Incorporation or Creation:
• 1. (a) Is the Placee purchasing securities as a portfolio manager: (Yes/No)?
  • (b) Is the Placee carrying on business as a portfolio manager outside of Canada: (Yes/No)? __________
• 1. If the answer to 2(b) above was "Yes", the undersigned certifies that:
  • (a) it is purchasing securities of an Issuer on behalf of managed accounts for which it is making the investment decision to purchase the securities and has full discretion to purchase or sell securities for such accounts without requiring the client's express consent to a transaction;
  • (b) it carries on the business of managing the investment portfolios of clients through discretionary authority granted by those clients (a "portfolio manager" business) in ____________________ [jurisdiction], and it is permitted by law to carry on a portfolio manager business in that jurisdiction;
  • (c) it was not created solely or primarily for the purpose of purchasing securities of the Issuer;
  • (d) the total asset value of the investment portfolios it manages on behalf of clients is not less than $20,000,000; and
  • (e) it has no reasonable grounds to believe, that any of the directors, senior officers and other insiders of the Issuer, and the persons that carry on investor relations

activities for the Issuer has a beneficial interest in any of the managed accounts for which it is purchasing.

1. If the answer to 2(a). above was "No", please provide the names and addresses of Control Persons of the Placee:

Name *	City	Province or State	Country

* If the Control Person is not an individual, provide the name of the individual that makes the investment decisions on behalf of the Control Person.

• 1. Acknowledgement - Personal Information and Securities Laws
  • (a) "Personal Information" means any information about an identifiable individual, and includes information contained in sections 1, 2 and 4, as applicable, of this Form.

The undersigned hereby acknowledges and agrees that it has obtained the express written consent of each individual to:

• (i) the disclosure of Personal Information by the undersigned to the Exchange (as defined in Appendix 6B) pursuant to this Form; and
• (ii) the collection, use and disclosure of Personal Information by the Exchange for the purposes described in Appendix 6B or as otherwise identified by the Exchange, from time to time.
• (b) The undersigned acknowledges that it is bound by the provisions of applicable Securities Law, including provisions concerning the filing of insider reports and reports of acquisitions.

Dated and certified (if applicable), acknowledged and agreed, at

on

(Name of Purchaser - please print)

(Authorized Signature)

(Official Capacity - please print)

(Please print name of individual whose signature appears above)

THIS IS NOT A PUBLIC DOCUMENT

TERMS

Reference date of thisSubscription Agreement	September 13, 2012 (the "Agreement Date")
	The Offering
The Issuer	Crescent Resources Corp. (the "Issuer")
Transaction	On September 7, 2012, the Issuer entered into a mergerimplementation agreement (the "Agreement") with CoventryResources Limited. ("Coventry") pursuant to which the two companieswill combine by way of a share exchange(the "Transaction"). Underthe terms of the Agreement, the Issuer will acquire all of the issued andoutstanding common shares of Coventry on the basis of 0.2513 postConsolidation (as defined below) common shares of the Issuer for eachshare of Coventry. Immediately prior to the share exchange, the Issuerwill complete a consolidation of its shares in which five old commonshares of the Issuer will be exchanged for one new common share ofthe Issuer (the "Consolidation"). The Transaction is conditional uponthe completion of the Offering (as defined below) and theConsolidation.
Offering	The offering (the "Offering") consists of an aggregate of 15,000,000subscription receipts of the Issuer (each a "Subscription Receipt") The Issuerreserves the right to increase the size of the Offering without further notice tothe Purchaser.
Purchased Securities	The"Purchased Securities" are Subscription Receipts. Every fiveSubscription Receipts will automatically convert, for no additionalconsideration, on the Conversion Date (as defined below) into onepost-Consolidationcommon share of the Issuer, (a"Share").
Escrow	On the Closing Date, the gross proceeds of this Offering will be placedin escrow by the Issuer in an interest bearing account in a Canadianchartered bank or will be used to purchase a guaranteed investmentcertificate which will be held in escrow by the Issuer.Under the terms of the Subscription Receipts, the Subscription Receiptswill automatically convert (the "Conversion") into Shares (on the basisset out above under "Purchased Securities") on thedate (the"Conversion Date") on which the Issuer and Coventry complete theTransaction pursuant to the terms of the Agreement, provided that theIssuer has received conditional approval of the Offering of SubscriptionReceiptsfrom the TSX Venture Exchange (the "Exchange"), amongother conditions pursuant to the terms of the Agreement.Upon conversion, the proceeds held in escrow and any interest accruedthere on will become available to the Issuer for its use. If theConversion Date does not occur on or before 4:30 p.m. (VancouverTime) onDecember 31, 2012or such later date or time as is reasonablyagreed to by the Issuer and Coventry, all Subscription Receipts will beautomatically cancelled and be null and void, and the proceeds held bythe Issuer will be returned to the Purchasers in the amounts of theirsubscriptions with any accrued interest.

Total amount	$750,000.
Price	$0.05 per Subscription Receipt
Selling Jurisdictions	The Subscription Receipts may be sold in all of the provinces of Canada and incertain "offshore" jurisdictions outside Canada and outside the United Statesin accordance with available exemptions (the "Selling Jurisdictions").
Exemptions	The Offering will be made in accordance with the following exemptionsfrom the prospectus requirements:(a)the "accredited investor" exemption found in section 2.3 ofNational Instrument 45-106–Prospectus and RegistrationExemptions;(b)the "minimum amount investment ($150,000)" exemption foundin section 2.10 of National Instrument 45-106 – Prospectus andRegistration Exemptions; and
	(c)the "offshore exemption" (BC Instrument 72-503).
Resale restrictions and legends	The Purchased Securities will be subject to a four month hold period that startsto run on the Closing Date.
	The Purchaser acknowledges that the certificates representing the PurchasedSecurities will bear the following legends:
	"Unless permitted under securities legislation, the holder of thissecurity must not trade the security before [insert the date that is fourmonths and a day after the distribution date.]"
	"Without prior written approval of the TSX Venture Exchange andcompliance with all applicable securities legislation, the securitiesrepresented by this certificate and any securities issued on exercise orconversion hereof may not be sold, transferred, hypothecated orotherwise traded on or through the facilities of the TSX VentureExchange or otherwise in Canada or to or for the benefit of a Canadianresident until [date that is four months and a day after the Closing]."
	Purchasers are advised to consult with their own legal counsel or advisors todetermine the resale restrictions that may be applicable to them.
Closing Date	Payment for, the issuance of and delivery of, the Subscription Receipts isexpected to occur on October 11, 2012, or such other date as determined bythe Issuer (the "Closing Date"), of which there may be one or more.
Additional definitions	In the Subscription Agreement, the following words have the followingmeanings unless otherwise indicated:(a)"Purchased Securities" means the Subscription Receipts purchasedunder this Subscription Agreement; and
	(b)"Securities" means the Subscription Receipts and the Shares.

The Issuer

	End of Terms
Stock exchange listings	The common shares of the Issuer are listed on the Exchange.
	Columbia.
Jurisdiction of organization	The Issuer is continued under the laws ofthe Province of British

GENERAL PROVISIONS

1 DEFINITIONS

1.1 In this Subscription Agreement (including page 1, the Terms on pages 12 to 14, the General Provisions on pages 15 to 24 and the other appendices, acknowledgements, provisions, terms, certifications and forms which form part hereof), the following words have the following meanings unless otherwise indicated:

• (a) "1933 Act" means the United States Securities Act of 1933, as amended;
• (b) "Applicable Legislation" means, as applicable, the securities laws, regulations, rules, rulings and orders in the Selling Jurisdictions in Canada and in jurisdictions where the Issuer is a reporting issuer and all applicable administrative policy statements, instruments, rules, notices and orders issued by the securities regulatory authorities in each of the Selling Jurisdictions in Canada and in jurisdictions where the Issuer is a reporting issuer together with the applicable rules and policies of the Exchange;
• (c) "Closing" means the completion of the sale and purchase of the Purchased Securities;
• (d) "Closing Date" has the meaning assigned in the Terms;
• (e) "Commissions" means the securities regulatory authorities in each of the Selling Jurisdictions in Canada and in jurisdictions where the Issuer is a reporting issuer;
• (f) "Exchange" has the meaning assigned in the Terms;
• (g) "Final Closing" means the last Closing under the Offering;
• (h) "General Provisions" means those portions of the Subscription Agreement headed "General Provisions" and contained on pages 15 to 24;
• (i) "Offering" means the offering of the Subscription Receipts on the terms and conditions of this Subscription Agreement;
• (j) "Personal Information" means any information about an identifiable individual, and includes information provided by the Purchaser in this Subscription Agreement, as well as the prospectus exemption being relied upon by the Issuer to issue Securities to the Purchaser and the date of such issuance;
• (k) "Purchased Securities" has the meaning assigned in the Terms;
• (l) "Regulation S" means Regulation S promulgated under the 1933 Act;
• (m) "Regulatory Authorities" means the Commissions and the Exchange;
• (n) "Securities" has the meaning assigned in the Terms;
• (o) "Selling Jurisdictions" has the meaning assigned in the Terms;
• (p) "Subscription Agreement" means page 1, the Terms on pages 12 to 14, the General Provisions on pages 15 to 24 and the other appendices, acknowledgements, provisions, terms, certifications and forms forming part hereof; and
• (q) "Terms" means those portions of the Subscription Agreement headed "Terms" and contained on pages 12 to 14.

1.2 In the Subscription Agreement, the following terms have the meanings defined in Regulation S: "U.S. Person" and "United States".

1.3 In the Subscription Agreement, unless otherwise specified, currencies are indicated in Canadian dollars.

1.4 In the Subscription Agreement, other words and phrases that are capitalized have the meaning assigned in the Subscription Agreement.

2 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

2.1 Acknowledgements concerning the Offering

The Purchaser acknowledges on its own behalf and if applicable on behalf of any Disclosed Principal, that:

• (a) no securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities;
• (b) there is no government or other insurance covering the Securities;
• (c) there are risks associated with the purchase of the Securities and the Purchaser is knowledgeable or experienced in business and financial matters and is capable of evaluating the merits and risks of an investment in the Purchased Securities and is capable of bearing the economic risk of the investments;
• (d) 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;
• (e) 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 Securities Act (British Columbia) and, as a consequence of acquiring securities pursuant to this exemption, certain protections, rights and remedies provided by the Securities Act (British Columbia), including statutory rights of rescission or damages, will not be available to the Purchaser;
• (f) no prospectus has been or is intended to be filed by the Issuer with the Commissions in connection with the issuance of the Purchased Securities, the issuance is intended to be exempt from the prospectus requirements of the Applicable Legislation and as a consequence of acquiring the Purchased Securities pursuant to these exemptions:
  • (i) the Purchaser is restricted from using most of the civil remedies available under the Applicable Legislation;
  • (ii) the Purchaser may not receive information that would otherwise be required to be provided to the Purchaser under the Applicable Legislation; and
  • (iii) the Issuer is relieved from certain obligations that would otherwise apply under the Applicable Legislation; and
• (g) the Purchaser acknowledges that the Issuer's counsel is acting as counsel to the Issuer and not as counsel to the Purchaser.
• 2.2 Representations by all Purchasers

The Purchaser, on its own behalf and on behalf of any Disclosed Principal, represents and warrants to

the Issuer as at the Agreement Date and as at the Closing Date:

• (a) if the Purchaser is a resident of Canada, the Purchaser complies with one of the following:
  • (i) the Purchaser or Disclosed Principal, as the case may be, is purchasing the Purchased Securities as principal for its own account or is deemed to be purchasing the Purchased Securities as principal in accordance with National Instrument 45-106 – Prospectus and Registration Exemptions and meets the definition of "accredited investor" as such term is defined under National Instrument 45-106 – Prospectus and Registration Exemptions and has completed and signed the Accredited Investor Form which begins on page 2, provided, however, that it is not 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;
  • (ii) the Purchaser or Disclosed Principal, as the case may be, is resident in British Columbia or Alberta and is purchasing the Purchased Securities as principal for its own account or is deemed to be purchasing the Purchased Securities as principal in accordance with National Instrument 45-106 – Prospectus and Registration Exemptions and is purchasing the Purchased Securities pursuant to the "family, friends and business associates" exemption as set out in section 2.5 of National Instrument 45-106 – Prospectus and Registration Exemptions and has completed and signed the Family, Friends and Business Associates Form which begins on page 7; or
  • (iii) the Purchaser or Disclosed Principal, as the case may be, is purchasing the Purchased Securities as principal for its own account and has purchased that number of Purchased Securities having an acquisition cost to the Purchaser of not less than $150,000 to be paid in cash on the Closing Date;
• (b) the Purchaser is not a person created or used solely to purchase or hold securities in order to comply with an exemption from the prospectus requirements of Applicable Legislation and if the Purchaser is not an individual, it pre-existed the Offering and has a bona fide purpose other than investment in the Purchased Securities;
• (c) if the Purchaser is acting for a Disclosed Principal, the Purchaser is the duly authorized trustee or agent of such beneficial purchaser with due and proper power and authority to execute and deliver, on behalf of each such Disclosed Principal, this Subscription Agreement and all other documentation in connection with the purchase of the Purchased Securities hereunder, to agree to the terms and conditions herein and therein set out and to make the representations, warranties, acknowledgements and covenants herein and therein contained, all as if each such Disclosed Principal were the Purchaser and the Purchaser's actions as trustee or agent are in compliance with applicable law and the Purchaser and each Disclosed Principal acknowledges that the Issuer may be required by law to disclose to certain regulatory authorities the identity of each beneficial purchaser of Purchased Securities for whom it may be acting and the Purchaser is deemed under Applicable Legislation to be purchasing as principal, where applicable;
• (d) the Purchaser is resident in the jurisdiction set out on the execution page of this Subscription Agreement as the "Address of Purchaser" and any Disclosed Principal is resident in the jurisdiction set out on the execution page of this Subscription Agreement as the "Address of Disclosed Principal", such address was not created and is not used solely for the purpose of acquiring the Purchased Securities and the Purchaser was solicited to purchase in such jurisdiction;
• (e) the Purchaser has properly completed, executed and delivered the applicable certifications and forms set forth on pages 1 to 11 and such certifications and forms contain information about the

Purchaser that is true and accurate as of the date of signing and will be true and correct as at the Closing Date;

• (f) the Purchaser has not received, nor has the Purchaser requested, nor does the Purchaser have any need to receive, any offering memorandum (as defined in Applicable Legislation), or any other document describing the business and affairs of the Issuer which has been prepared to assist the Purchaser in making an investment decision in respect of the Purchased Securities and the Purchaser has not become aware of any advertisement in printed media of general and regular paid circulation, radio or television with respect to the distribution of the Purchased Securities;

• (g) no person has made to the Purchaser any written or oral representations:

  • (i) that any person will resell or repurchase the Securities;
  • (ii) that any person will refund the purchase price of the Purchased Securities;
  • (iii) as to the future price or value of any of the Securities; or
  • (iv) that any of the Securities will be listed and posted for trading on a stock exchange or that application has been made to list and post any of the Securities for trading on any stock exchange, other than the Shares on the Exchange;

• (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 execute and deliver this Subscription Agreement, to subscribe for the Purchased Securities as contemplated herein and to carry out and perform its covenants and obligations under the terms of this Subscription Agreement and the entering into of this Subscription 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 party or by which the Purchaser is or may be bound;
  • (ii) a partnership, syndicate or other form of unincorporated organization, the Purchaser has the necessary legal capacity and authority to execute and deliver this Subscription Agreement and to observe and perform its covenants and obligations hereunder and has obtained all necessary approvals in respect thereof; or
  • (iii) an individual, the Purchaser has the legal capacity and competence to enter into and to execute this Subscription Agreement and to observe and perform his or her covenants and obligations hereunder;

• (i) this subscription has not been solicited in a manner contrary to the Applicable Legislation or the 1933 Act;

• (j) the Purchaser has been advised to consult its own legal and tax advisors with respect to applicable resale restrictions and tax considerations, and it is solely responsible for compliance with applicable resale restrictions and applicable tax legislation;

• (k) the Purchaser has no knowledge of a "material fact" or "material change" (as those terms are defined in the Applicable Legislation) in the affairs of the Issuer that has not been generally disclosed to the public, except knowledge of this particular transaction;

• (l) the offer made by this subscription is irrevocable and requires acceptance by the Issuer and approval of the Exchange;

• (m) the Purchaser is not a "control person" of the Issuer as defined in the Applicable Legislation, will not become a "control person" by virtue of this subscription for the Purchased Securities and does not intend to act in concert with any other person to form a control group of the Issuer;

• (n) the Purchaser represents and warrants that:

  • (i) the offer was not made to the Purchaser when the Purchaser was in the United States and, at the time the Purchaser's buy order was made and this Subscription Agreement was signed, the Purchaser was outside the United States;
  • (ii) the current structure of this transaction and all transactions and activities contemplated hereunder is not a scheme to avoid the registration requirements of the 1933 Act;
  • (iii) the Purchaser has no intention to distribute either directly or indirectly any of the Securities in the United States, except in compliance with the 1933 Act and any applicable securities laws of any state of the United States;
  • (iv) the Purchaser is not a U.S. Person; and
  • (v) the Purchaser is not and will not be purchasing Purchased Securities for the account or benefit of any U.S. Person or person in the United States;

• (o) if the Purchaser is a resident of an International Jurisdiction (which is defined herein to mean a country other than Canada or the United States), then the Purchaser represents that:

  • (i) the Purchaser is knowledgeable of, or has been independently advised as to, the International Securities Laws (which is defined herein to mean, in respect of each and every offer or sale of Purchased Securities, any securities laws having application to the Purchaser and the Offering other than the laws of Canada and the United States and all regulatory notices, orders, rules, regulations, policies and other instruments incidental thereto) which would apply to this subscription, if any;
  • (ii) the Purchaser is purchasing the Purchased Securities pursuant to an applicable exemption from any prospectus, registration or similar requirements under the International Securities Laws of that International Jurisdiction, or, if such is not applicable, the Purchaser is permitted to purchase the Purchased Securities under the International Securities Laws of the International Jurisdiction without the need to rely on exemptions;
  • (iii) the subscription by the Purchaser does not contravene any of the International Securities Laws applicable to the Purchaser and the Issuer and does not give rise to any obligation of the Issuer or the Agents to prepare and file a prospectus or similar document or to register the Securities or to be registered with any governmental or regulatory authority;
  • (iv) the International Securities Laws do not require the Issuer to make any filings or seek any approvals of any kind whatsoever from any regulatory authority of any kind whatsoever in the International Jurisdiction; and
  • (v) the Securities are being acquired for investment purposes only and not with a view to resale and distribution, and the distribution of the Securities to the Purchaser by the Issuer complies with all International Securities Laws;

• (p) this Subscription Agreement has been duly executed and delivered by the Purchaser and constitutes a legal, valid and binding agreement of the Purchaser enforceable against the Purchaser;

• (q) the Purchaser has been independently advised as to the applicable hold period imposed in respect of the Securities by securities legislation in the jurisdiction in which the Purchaser resides and confirms that no representation has been made respecting the applicable hold periods for the Securities and acknowledges that the hold period indicated in the Terms does not constitute such representation and 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 the applicable securities legislation and regulatory policies;

• (r) the Purchaser is capable of assessing the proposed investment as a result of the Purchaser's financial and business experience or as a result of advice received from a registered person other than the Issuer or any affiliates of the Issuer;

• (s) if required by applicable securities legislation, policy or order or by any securities commission, stock exchange or other regulatory authority, the Purchaser will execute, deliver, file and otherwise assist the Issuer in filing, such reports, undertakings and other documents with respect to the issuance of the Securities as may be required;

• (t) the funds representing the aggregate subscription price for the Purchased Securities which will be advanced by the Purchaser hereunder will not represent proceeds of crime for the purposes of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and the Purchaser acknowledges that the Issuer may in the future be required by law to disclose the Purchaser's name and other information relating to this Subscription Agreement and the Purchaser's subscription hereunder, on a confidential basis, pursuant to such Act. To the best of its knowledge: (a) none of the subscription funds to be provided by the Purchaser (i) have been or will be derived from or related to any activity that is deemed criminal under the law of Canada, the United States, or any other jurisdiction, or (ii) are being tendered on behalf of a person or entity who has not been identified to the Purchaser; and (b) the Purchaser shall promptly notify the Issuer and the Agents if the Purchaser discovers that any of such representations ceases to be true, and to provide the Issuer and the Agents with appropriate information in connection therewith;

• (u) the Purchaser understands that, subject to regulatory approval, upon completion of the Offering, one or more parties at arm's length to the Issuer may receive from the Issuer at the Closing a finder's fee; and

• (v) the Purchaser acknowledges that the Issuer may, at its sole discretion, subject to the approval of the Exchange, increase the number of Subscription Receipts issued in the Offering without further notice to the Purchaser.

2.3 Reliance, indemnity and notification of changes

The representations and warranties in the Subscription Agreement (including page 1, the Terms on pages 12 to 14, the General Provisions on pages 15 to 24 and the other appendices, acknowledgements, provisions, terms, certifications and forms which form part of this Subscription Agreement) are made by the Purchaser with the intent that they be relied upon by the Issuer in determining its suitability as a purchaser of Purchased Securities, and the Purchaser hereby agrees to indemnify the Issuer (and its counsel) against all losses, claims, costs, expenses and damages or liabilities which any of them may suffer or incur as a result of reliance thereon. The Purchaser undertakes to notify the Issuer immediately of any change in any representation, warranty or other information relating to the Purchaser set forth in this Subscription Agreement (including page 1, the Terms on pages 12 to 14, the General Provisions on

pages 15 to 24 and the other appendices, acknowledgements, provisions, terms, certifications and forms which form part of this Subscription Agreement) which takes place prior to the Closing.

2.4 Survival of representations and warranties

The representations and warranties contained in this Section will survive the Closing.

3 REPRESENTATIONS AND WARRANTIES OF THE ISSUER

3.1 The Issuer warrants and represents to, and covenants with the Purchaser that, except as set out expressly in any specific subsection below, as of the date of this Agreement:

• (a) the Issuer is a valid and subsisting corporation duly continued and in good standing under the laws of the Province of British Columbia;
• (b) the Issuer has full power and authority to enter into and perform this Subscription Agreement and to do all other acts which are necessary to consummate the transactions contemplated in the Subscription Agreement;
• (c) the authorized share capital of the Issuer consists of an unlimited number of common shares without par value and all issued common shares have been validly issued and are outstanding as fully paid and non-assessable;
• (d) the Issuer is a "reporting issuer" in British Columbia and Alberta and its common shares are listed and posted for trading on the Exchange;
• (e) no order ceasing or suspending trading in the securities of the Issuer nor prohibiting sale of such securities has been issued to the Issuer or its directors, officers or promoters and, to the knowledge of the Issuer, no investigations or proceedings for such purposes are pending or threatened;
• (f) the Issuer has complied and will fully comply with the requirements of applicable securities and corporate legislation in respect of the Offering;
• (g) the issuance and sale of the Subscription Receipts does not and will not conflict with and does not and will not result in a breach of any of the terms, conditions, or provisions of the constating documents of the Issuer or any agreement or instrument to which the Issuer is a party or by which its assets are affected;
• (h) this Subscription Agreement has been or will be at the Closing, duly authorized by all necessary corporate action on the part of the Issuer, and constitutes a valid obligation of the Issuer legally binding upon it and enforceable against the Issuer in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the enforcement of creditors' rights generally and as limited by laws relating to the availability of equitable remedies;
• (i) the Shares, upon payment in full thereof, will, at the time of issue, be duly allotted, validly issued, fully paid and non-assessable and will be free of all liens, charges and encumbrances; and
• (j) on the Closing, the approvals from the Exchange that are required for the transactions herein contemplated to occur at Closing will have been obtained other than any post-closing filings referred to in the conditional acceptance letter from the Exchange and filings required under applicable securities laws.
• 3.2 Survival of representations and warranties

The representations and warranties contained in this Section will survive the Closing.

4 PERSONAL INFORMATION

The Purchaser provides its consent to:

• (a) the disclosure of Personal Information by the Issuer to the Exchange, to the Ontario Securities Commission and to any other applicable securities regulatory authorities, the Issuer's registrar and transfer agent, legal counsel and any other party involved in the purchase and sale of the Purchased Securities;
• (b) the collection, use and disclosure of Personal Information for purposes of completing the Offering;
• (c) the collection, use and disclosure of Personal Information by the Exchange for the purposes described in Appendix 1, or as otherwise identified by the Exchange, from time to time;
• (d) the collection, use and disclosure of Personal Information by the Commissions for the purposes described in Appendix 1, or as otherwise identified by the Commissions, from time to time; and
• (e) the filing of copies or originals of any of the Purchaser's documents provided with this Subscription Agreement as may be required to be filed with any stock exchange, regulatory authority or otherwise.

5 BENEFICIAL PURCHASERS

Whether or not explicitly stated in this Subscription Agreement, any acknowledgement, representation, warranty, covenant or agreement, made by the Purchaser in this Subscription Agreement will be treated as if made by the Disclosed Principal if any.

6 ISSUER'S ACCEPTANCE

This Subscription Agreement, when executed by the Purchaser, and delivered to the Issuer, will constitute a subscription for the Purchased Securities which will not be binding on the Issuer until accepted by the Issuer by executing this Subscription Agreement in the space provided on page 1 of this Subscription Agreement and, notwithstanding the Agreement Date, if the Issuer accepts the subscription by the Purchaser, this Subscription Agreement will be entered into on the date of such execution by the Issuer. The subscription herein is subject to acceptance by the Issuer, approval by the Exchange and any other stock exchange or regulatory authority having jurisdiction with respect to the Issuer and to confirmation from the solicitors for the Issuer that the issuance of the Securities as provided for herein is exempt from applicable registration and prospectus requirements

7 CLOSING

7.1 The Purchaser acknowledges that, although Subscription Receipts may be issued to other purchasers under the Offering concurrently with the Closing, there may be other sales of Subscription Receipts under the Offering, some or all of which may close before or after the Closing. The Purchaser further acknowledges that there is a risk that insufficient funds may be raised on the Closing to fund the Issuer's objectives and that further closings may not take place after the Closing.

7.2 On or before the end of the third business day before the Closing Date, the Purchaser will deliver to the Issuer the Subscription Agreement and all applicable acknowledgements, provisions and required forms, duly executed, and payment in full for the total price of the Purchased Securities to be purchased by the Purchaser.

7.3 Upon Closing, the Issuer will deliver to the Purchaser the certificates representing the Purchased Securities purchased by the Purchaser registered in the name of the Purchaser or its nominee, against delivery by the Purchaser of payment in full for the total price of the Purchased Securities.

8 MISCELLANEOUS

8.1 The Purchaser agrees to sell, assign or transfer the Securities only in accordance with the requirements of applicable securities laws and any legends placed on the Securities as contemplated by the Subscription Agreement.

8.2 The Purchaser hereby authorizes the Issuer to correct any minor errors in, or complete any minor information missing from any part of the Subscription Agreement and any other acknowledgements, provisions, forms, certificates or documents executed by the Purchaser and delivered to the Issuer in connection with the Offering.

8.3 The Issuer may rely on delivery by fax machine or e-mail of an executed copy of this subscription, and acceptance by the Issuer of such faxed or e-mailed copy will be equally effective to create a valid and binding agreement between the Purchaser and the Issuer in accordance with the terms of the Subscription Agreement. If less than a complete copy of this Subscription Agreement is delivered to the Issuer at Closing, the Issuer and its advisors are entitled to assume that the Purchaser accepts and agrees to all of the terms and conditions of the pages not delivered at Closing unaltered.

8.4 Without limitation, this subscription and the transactions contemplated by this Subscription Agreement are conditional upon and subject to the Issuer's having obtained such regulatory approval of this subscription and the transactions contemplated by this Subscription Agreement as the Issuer considers necessary.

8.5 This Subscription Agreement is not assignable or transferable by the parties hereto without the express written consent of the other party to this Subscription Agreement.

8.6 Time is of the essence of this Subscription Agreement and will be calculated in accordance with the provisions of the Interpretation Act (British Columbia).

8.7 Except as expressly provided in this Subscription Agreement and in the agreements, instruments and other documents contemplated or provided for in this Subscription Agreement, this Subscription Agreement contains the entire agreement between the parties with respect to the Purchased Securities and there are no other terms, conditions, representations or warranties whether expressed, implied, oral or written, by statute, by common law, by the Issuer, or by anyone else.

8.8 The parties to this Subscription Agreement may amend this Subscription Agreement only in writing.

8.9 This Subscription Agreement enures to the benefit of and is binding upon the parties to this Subscription Agreement and their successors and permitted assigns.

8.10 A party to this Subscription Agreement will give all notices to or other written communications with the other party to this Subscription Agreement concerning this Subscription Agreement by hand or by registered mail addressed to the address given on page 1.

8.11 The contract arising out of this Subscription Agreement and all documents relating thereto, have been or will be drafted in English only by common accord among the parties. Le soussigné reconnaît par les présentes qu'il a exigé que le contrat résultant de cette convention de souscription ainsi que tous documents y afférents soient rédigés en langue anglaise seulement.

8.12 This Subscription Agreement is to be read with all changes in gender or number as required by the context.

8.13 This Subscription Agreement will be governed by and construed in accordance with the internal laws of British Columbia (without reference to its rules governing the choice or conflict of laws), and the parties hereto irrevocably attorn and submit to the exclusive jurisdiction of the courts of British Columbia with respect to any dispute related to this Subscription Agreement.

End of General Provisions

APPENDIX 1

• 1. TSX Venture Exchange Inc. and its affiliates, authorized agents, subsidiaries and divisions, including the TSX Venture Exchange (collectively referred to as the "Exchange") may collect Personal Information in certain Forms that are submitted by the individual and/or by an Issuer or Applicant and use it for the following purposes:
  • (a) to conduct background checks;
  • (b) to verify the Personal Information that has been provided about each individual;
  • (c) to consider the suitability of the individual to act as an officer, director, insider, promoter, investor relations provider or, as applicable, an employee or consultant, of the Issuer or Applicant;
  • (d) to consider the eligibility of the Issuer or Applicant to list on the Exchange;
  • (e) to provide disclosure to market participants as to the security holdings of directors, officers, other insiders and promoters of the Issuer, or its associates or affiliates;
  • (f) to conduct enforcement proceedings; and
  • (g) to perform other investigations as required by and to ensure compliance with all applicable rules, policies, rulings and regulations of the Exchange, securities legislation and other legal and regulatory requirements governing the conduct and protection of the public markets in Canada.

As part of this process, the Exchange may also collect additional Personal Information from other sources, including but not limited to, securities regulatory authorities in Canada or elsewhere, investigative, law enforcement or self-regulatory organizations, regulations service providers and each of their subsidiaries, affiliates, regulators and authorized agents, to ensure that the purposes set out above can be accomplished.

The Personal Information the Exchange collects may also be disclosed:

• (a) to the agencies and organizations in the preceding paragraph, or as otherwise permitted or required by law, and they may use it in their own investigations for the purposes described above; and
• (b) on the Exchange's website or through printed materials published by or pursuant to the directions of the Exchange.

The Exchange may from time to time use third parties to process information and/or provide other administrative services. In this regard, the Exchange may share the information with such third party service providers.

1. The Commissions may indirectly collect the Personal Information under the authority granted to them by securities legislation. The Personal Information is being collected for the purposes of the administration and enforcement of the securities legislation of the jurisdiction of each such Commission.

For questions about the indirect collection of Personal Information by the Ontario Securities Commission, please contact the Administrative Assistant to the Director of Corporate Finance, Suite 1903, Box 55, 20 Queen Street West, Toronto, Ontario, M5H 3S8, (416) 593-8086.

End of Subscription Agreement

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