Agreement

  • Private Placement Subscription Agreement

    (NOT FOR USE BY U.S. PERSONS)

  • (the “ISSUER”)

  •  INSTRUCTIONS TO SUBSCRIBER
    1. Complete all the information on page 1 and sign where indicated.
    2. All subscribers must complete the Exemption Certificate (Schedule “A”) as follows:
      1. If you are relying on section (j), (k), or (l) of Section A (accredited investor exemption) of Schedule “A”, then please complete Exhibit 1 to Schedule “A”.
      2. If you are a resident of Ontario and relying on any of category (A) to (I) of Section B (family, friends and business associates exemption) of Schedule “A”, then please complete Exhibit 2 to Schedule “A”.
      3. If you are a resident of Saskatchewan and relying on one of the following (family, friends and business associates exemption), then please complete Exhibit 3 to Schedule “A”:
      4. a person described in category (D) or (E) of Section B of Schedule “A”;
      5. a close personal friend or close business associate of a founder of the Issuer; or
      6. a person described in category (H) or (I) of Section B of Schedule “A” if the distribution is based in whole or in part on a close personal friendship or close business association.
      7. If you are not an individual (i.e. you are a corporation or trust) and are purchasing securities offered hereunder for an acquisition cost of no less than C$150,000, then you do not need to complete Schedule “A”.
    3. Funds may be submitted via certified cheque, bank draft or wire transfer (please see wire transfer instructions on Schedule “B” hereto).
    Payment should be made at the time of delivery of this subscription agreement, and must be received by the Issuer no later than the Closing Date. The completed subscription agreement should be delivered by email no later than 11:00 a.m. (Vancouver Time) on the Closing Date.
  • Closing Date Information

  • Contact Information

    Should you have any questions regarding the completion of this Subscription Agreement and the attached Schedules please contact:
  • SUBSCRIPTION AGREEMENT OF

  • Subject and pursuant to the terms set out in “Terms and Conditions of Private Placement Subscription Agreement”, attached hereto and forming a part hereof (together, the “Agreement”), the Subscriber hereby irrevocably subscribes for, and on the Closing (as defined herein) will purchase from the Issuer, the number of common shares of the Issuer (the “Shares”) at a price of

  • per Share, for the aggregate purchase price (the “Purchase Price”) set forth below. Unless otherwise stated, all monetary references and references to “C$” refer to the lawful currency of Canada.

    SIGNED BY the Subscriber.

  • Register the Shares as set forth below:

  • Price: $50.00 Quantity:
  • $0.00
  • If the Subscriber is signing as agent for a principal and is not a trust company or an insurer or, in Alberta, Ontario or British Columbia, a portfolio manager, in each case, purchasing as trustee or agent for accounts fully managed by it, complete the following:
  • Terms and Conditions of
    Private Placement Subscription Agreement

    Delivery and Use of Purchase Price.  The Subscriber hereby irrevocably subscribes for and agrees to purchase the number of Shares described on page 1 of this Agreement for the Purchase Price. The Subscriber agrees to concurrently deliver to the Issuer the Purchase Price and a fully completed and executed copy of this Agreement including the attached schedules and exhibits hereto, as applicable. The Purchase Price may be paid by certified cheque, bank draft, wire transfer or other means of payment acceptable to the Issuer, and
    1. The Shares are to be issued in accordance with the registration instructions provided on page 1 of this Agreement.
    2. The term “Securities” used herein refers to the Shares.
    3. Terms of the Offering.  The offer and sale of the Shares to the Subscriber forms part of a larger offering of up to Shares for aggregate gross proceeds of up to CD$ (the “Offering”). The Issuer may increase or decrease the Offering in its sole discretion without providing notice to the Subscriber.
    4. Conditions of Purchase.  The obligation of the Issuer to sell the Securities to the Subscriber is subject to, among other things, the conditions that:
      1. the Subscriber executes and returns all documents required by applicable securities laws for delivery to the Issuer as the sale of the Securities by the Issuer to the Subscriber will not be qualified by a prospectus, including the forms set out in Schedule “A” hereto, as applicable;
      2. the Issuer accepts this subscription;
      3. the sale of the Securities is exempt from prospectus requirements under applicable securities laws relating to the sale of the Securities or each of the appropriate securities regulators have issued all of the orders, consents, or approvals required to permit the sale without the Issuer having to register or file a prospectus or deliver an offering memorandum to the Subscriber; and
      4. the Subscriber’s representations and warranties remain true and correct on the Closing Date.

        By returning this Agreement the Subscriber consents to the filing by the Issuer of all documents required by applicable securities legislation.

        The Subscriber agrees, on its own behalf and on behalf of any purchaser for whom it is acting, to comply with all applicable securities laws concerning the purchase of, the holding of, and the resale restrictions applicable to, the Securities.

        The Subscriber acknowledges that the Issuer has the right to close the subscription books at any time without notice and to accept or reject any subscription in its sole discretion.
    5. Closing.   The closing of the offer and sale of the Shares by the Issuer to the Subscriber (the “Closing”) will occur on such date or such dates to be determined by the Issuer in its sole discretion (the “Closing Date”).  On the Closing Date, the Issuer will issue to the Subscriber a certificate representing the Shares (the “Certificate”). The Subscriber acknowledges that the original Certificate will not be delivered to the Subscriber on the Closing Date and will remain in the Company’s minute book unless otherwise agreed to by the Issuer and the Subscriber. Notwithstanding the foregoing, the closing of the Offering may include closing in tranches and multiple closing dates.
    6. Acknowledgements.  The Subscriber acknowledges, confirms and agrees with the following:
      1. no prospectus or registration statement has been filed by the Issuer with any securities commission in Canada or the United States respectively in connection with the issuance of the Securities;
      2. the Subscriber (or, if applicable, others for whom it is contracting hereunder) is solely responsible for obtaining such tax and legal advice as it considers appropriate in connection with the execution, delivery and performance by it of this Agreement and the transactions contemplated hereunder (including the resale and transfer restrictions referred to in this Agreement);
      3. the issuance of the Securities is to be by way of private placement exempted from the prospectus requirements of the provincial securities regulators in Canada (the “Canadian Regulators”) pursuant to National Instrument 45-106 Prospectus Exemptions (“NI 45-106”).  In connection with the private placement:
        1. the Subscriber is restricted from using most of the civil remedies available under the securities legislation of the Canadian Regulators, or each of them, and their respective rules and regulations (collectively the “Legislation”);
        2. other than set out herein, certain rights, protections and remedies provided by the Legislation, including statutory rights of rescission or damages, will not be available to the Subscriber;
        3. the Subscriber may not receive information that may otherwise be required to be provided to the Subscriber under the Legislation; and
        4. the Issuer is relieved from certain obligations that would otherwise apply under the Legislation;
      4. the Issuer will be relying on registration and prospectus exemptions contained in NI 45-106 on the basis that the Subscriber meets the qualifications and made the appropriate acknowledgments necessary to enable the Issuer to distribute the Securities to the Subscriber on an exempt basis as described;
      5. the Securities will be subject to an indefinite hold period imposed by National Instrument 45-102- Prospectus and Registration Exemptions (“NI 45-102”). The Certificate(s) will contain a legend denoting the restrictions on transfer imposed by NI 45-102;
      6. none of the Securities have been or will be registered under the United States Securities Act of 1933 (the “1933 Act”) or the securities laws of any U.S. state and may not be offered or sold, directly or indirectly, in the United States to, or for the account or benefit of, a U.S. person (as defined in Rule 902 of Regulation S promulgated under the 1933 Act (“Regulation S”), which definition includes, but is not limited to, an individual resident in the United States and an estate or trust of which any executor or administrator or trustee, respectively, is a U.S. Person and any partnership or company organized or incorporated under the laws of the United States) (a “U.S. Person”) unless registered under the 1933 Act and the securities laws of all applicable U.S. states or unless an exemption from such registration requirements is available, and the Issuer has no obligation or present intention of filing a registration statement under the 1933 Act in respect of any of the Securities;
      7. as at the date of signing this Agreement, the Subscriber (and, if applicable, others for whom it is contracting hereunder) is not, and will not be on the Closing Date, a U.S. Person, and was not and will not be present in the United States at the time of signing this Agreement or receiving the Securities;
      8. if the Issuer’s securities become listed on a recognized stock exchange, the stock exchange where the Issuer’s securities becomes listed may (i) impose escrow or resale restrictions on the Securities and the Subscriber agrees to execute such further documents or consents as may be required to be give effect to such resale restrictions; and (ii) (if the Subscriber is a related party) require the Subscriber to complete personal information forms and consent to background searches and the Subscriber agrees to execute such further documents or consents as may be required to give effect to the foregoing;
      9. the Subscriber (and, if applicable, others for whom it is contracting hereunder) agrees not to offer, sell or transfer the Securities within the United States or to, or for the account or benefit of, a U.S. Person, unless the Securities are registered under the 1933 Act and the securities laws of all applicable states or an exemption from such registration requirement is available;
      10. the Subscriber understands that the Issuer is not currently a reporting issuer or the equivalent in any jurisdiction, and is not listed on any stock exchange, and that the Securities may not be resold except in accordance with limited exemptions under applicable securities laws and regulatory policies;
      11. no securities of the Issuer are now or may ever be listed on a stock exchange, quotation system or any other public market and there is no guarantee that there will ever be a market for the securities of the Issuer;
      12. the Subscriber understands and agrees that there may be material tax consequences to the Subscriber of an acquisition, disposition or exercise of any of the Securities, it has obtained appropriate tax advice and is not relying on the Issuer for any such advice;
      13. there is no minimum amount (in aggregate) that the Issuer must raise pursuant to the Offering;
      14. no securities commission, agency, governmental authority, regulatory body, stock exchange or similar regulatory authority has reviewed or passed on the merits of the Securities;
      15. there is no government or other insurance covering the Securities;
      16. there are risks associated with the purchase of the Securities;
      17. there are restrictions on the Subscriber’s ability to resell the Securities and it is the responsibility of the Subscriber to find out what those restrictions are and to comply with them before selling the Securities;
      18. the Issuer has advised the Subscriber that the Issuer is relying on an exemption from the requirements to provide the Subscriber 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 Subscriber,
      19. funds representing the aggregate subscription price in respect of the Securities which will be advanced by the Subscriber to the Issuer hereunder will not represent proceeds of crime for the purposes of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (the “PCMLTFA”) and the Subscriber acknowledges that the Issuer may in the future be required by law to disclose the name of the Subscriber and other information relating to this Agreement and the subscription hereunder, on a confidential basis, pursuant to the PCMLTFA.  To the best of the Subscriber’s knowledge: (a) none of the subscription funds provided by the Subscriber (i) have been or will be derived directly or indirectly from or related to any activity that is deemed criminal under the laws of Canada, the United States of America, or any other jurisdiction, or (ii) are being tendered on behalf of a person or entity who has not been identified to the Subscriber and, (b)  the Subscriber will promptly notify the Issuer if it discovers that any of such representations cease to be true, and to provide the Issuer with appropriate information in connection therewith; and
      20. the Issuer is collecting the Subscriber’s (and any beneficial Subscriber’s) personal information for the purpose of completing the Subscriber’s subscription. The Subscriber (on its own behalf and, if applicable, on behalf of any disclosed principal) acknowledges and consents to the Issuer retaining the personal information for as long as permitted or required by applicable law or business practices. The Subscriber (on its own behalf and, if applicable, on behalf of any disclosed principal) further acknowledges and consents to the fact the Issuer may be required by applicable securities laws or stock exchange rules to provide regulatory authorities any personal information provided by the Subscriber respecting itself (and any beneficial Subscriber). The Subscriber represents and warrants that it has the authority to provide the consents and acknowledgements set out in this paragraph on behalf of all beneficial Subscribers. The Subscriber and disclosed principal, if applicable, hereby acknowledges and consents to the disclosure by the Subscriber and the Issuer of certain personal information concerning the Subscriber to a securities commission or other regulatory authority, or to stock exchanges and its affiliates, authorized agents, subsidiaries and divisions.

        Herein, “personal information” means any information about the Subscriber required to be disclosed to a securities commission or stock exchange, whether pursuant to a securities commission or stock exchange form or a request made by a securities commission or stock exchange, and may include such Subscriber’s full name, residential address, telephone number, e-mail address, the number of Securities purchased by such Subscriber, the total purchase price paid for such Securities, the prospectus exemption relied on by the Issuer and the date of distribution of the Securities and:
        1. such information is being collected by the securities commission(s) under the authority granted to it in securities legislation; and
        2. such information is being collected for the purposes of the administration and enforcement of the securities legislation of the respective jurisdiction.
    7. Representations and Warranties of the Subscriber.  The Subscriber represents and warrants to the Issuer, acknowledging that the Issuer will be relying upon such representations and warranties in entering into this Agreement as follows:
      1. the Subscriber is resident in the province or jurisdiction indicated on page 1 of this Agreement;
      2. the Subscriber is purchasing the Securities as principal for its own account and not for the benefit of any other person, or it is duly authorized to enter into this Agreement and to execute all documentation in connection with the purchase of Securities on behalf of each beneficial purchaser and to provide and agree to all Subscribers’ representations, warranties and covenants on behalf of such beneficial purchasers, it acknowledges that the Issuer may be required by law to disclose to certain regulatory authorities, the identity of each beneficial purchaser of Securities for whom it may be acting, it is acting as agent for one or more disclosed principals, each of such principals is purchasing as principal for its own account
      3. if the purchase of the Securities by the Subscriber is to be made under the exemption from prospectus requirements available under:
        1. Section 2.3 of National Instrument 45-106 - Accredited Investor, then the Subscriber (and, if applicable, others for whom it is contracting hereunder) is an “accredited investor” and has duly and accurately completed Section A of Schedule “A” hereto and Exhibit 1 of Schedule “A”, if applicable;
        2. Section 2.5 of National Instrument 45-106 - Family, Friends and Business Associates, then the Subscriber is a person listed in Section B of Schedule “A” hereto, and has duly and accurately completed Section B of Schedule “A” and Exhibit 2 or Exhibit 3 of Schedule “A”;
        3. Section 2.24 of National Instrument 45-106 - Employee, Executive Officer, Director and Consultant, then the Subscriber is a person listed in Section C of Schedule “A” hereto and has duly and accurately completed Section C of Schedule “A”; or
        4. Section 2.10 of National Instrument 45-106 - Minimum Amount Investment, then the Subscriber is not an individual and the security has an acquisition cost to the Subscriber (and, if applicable, others for whom it is contracting hereunder) of not less than C$150,000 paid in cash at the time of the trade;
      4. the Subscriber (and, if applicable, others for whom it is contracting hereunder) was not created or used solely to purchase or hold securities in order to comply with an exemption from the prospectus requirements of applicable securities legislation or registration requirement under the 1933 Act;
      5. if the Subscriber is resident outside of Canada and the United States, the Subscriber (and, if applicable, others for whom it is contracting hereunder):
        1. hereby certifies to the Issuer that the Subscriber is not a resident of British Columbia, Canada or the United States;
        2. is knowledgeable of, or has been independently advised as to, the applicable securities laws of the securities regulatory authorities (the “Authorities” and each an “Authority”) having application in the jurisdiction in which the Subscriber is resident (the “International Jurisdiction”) which would apply to the acquisition of the Securities;
        3. is purchasing the Securities pursuant to exemptions from prospectus or equivalent requirements under applicable securities laws or, if such is not applicable, the Subscriber is permitted to purchase the Securities under the applicable securities laws of the Authorities in the International Jurisdiction without the need to rely on any exemptions;
        4. acknowledges that the applicable securities laws of the Authorities in the International Jurisdiction do not require the Issuer to make any filings or seek any approvals of any kind whatsoever from any Authority of any kind whatsoever in the International Jurisdiction in connection with the issue and sale or resale of the Securities; and
        5. acknowledges that the purchase of the Securities by the Subscriber does not trigger any obligation to prepare and file a prospectus or similar document, or any other report with respect to such purchase in the International Jurisdiction, or any continuous disclosure reporting obligation of the Issuer in the International Jurisdiction, and the Subscriber will, if requested by the Issuer, deliver to the Issuer a certificate or opinion of local counsel from the International Jurisdiction which will confirm the matters referred to in this subparagraph to the satisfaction of the Issuer, acting reasonably;
      6. the Subscriber is not purchasing the Securities as a result of an advertisement of the Securities in printed media of general and regular paid circulation, radio or television;
      7. the Subscriber has not received any written or oral representations:
        1. that any person will resell or repurchase the Securities;
        2. that any person will refund the purchase price of the Securities;
        3. as to the future price or value of the Securities;
        4. that the Issuer is or will become a reporting issuer in any Canadian province or territory; or
        5. that the Securities will be listed and posted for trading on a stock exchange;
      8. the Subscriber has had the opportunity to consult his or her own independent professional advisors with respect to the consequences of purchasing the Securities, and with respect to the applicable regulatory  requirements for the purchase and eventual sale of the Securities;
      9. the Subscriber or its professional advisor has been granted the opportunity to conduct a full and fair examination of the records, documents and files of the Issuer to ask questions of and receive answers from representatives of the Issuer concerning the terms and conditions of the Offering.  The Subscriber further represents that it has had an opportunity to ask questions and receive answers from the Issuer regarding the terms and conditions of the Offering, and any information so requested has been made available to the full and complete satisfaction of the Subscriber;
      10. the Subscriber is aware and has been advised that the Issuer is in a speculative stage of development, that there is no market whatsoever for the securities of the Issuer and that the Securities may now or in the future have little or no value;
      11. the Subscriber is aware and understands that any information made available by the Issuer to the Subscriber, including business plans, executive summaries, and financial projections, are subject to significant assumptions and risks and the Subscriber has not relied upon such information in making a decision to purchase Shares of the Issuer;
      12. the Subscriber is not relying on any verbal statements or similar informal information provided by the Issuer, its directors, management, agents or representatives, in making a decision to purchase Securities of the Issuer;
      13. the Subscriber is capable of bearing the loss of its entire investment;
      14. the Subscriber is capable of protecting its own interests in respect of the purchase of the Securities either by reason of their financial sophistication, or having consulted an appropriate professional advisor, or by reason of their special relationship to the Issuer;
      15. by entering into this Subscription Agreement and completing the transactions contemplated hereby the Subscriber will not violate or cause the violation of any of the terms and provisions of any law applicable to, or if a corporation or other entity the constating documents of, the Subscriber or of any agreement, written or oral, to which the Subscriber may be a part or by which he or she is or may be bound;
      16. the Subscriber has duly executed and delivered this Subscription Agreement, which constitutes a valid and binding agreement of the Subscriber enforceable against the Subscriber;
      17. the delivery of this subscription, the acceptance of it by the Issuer, the issuance of the Securities to the Subscriber complies, or will comply, with all applicable laws of the Subscriber’s jurisdiction of residence or domicile and all other applicable laws and will not cause the Issuer to become subject to or comply with any disclosure, prospectus or reporting requirements under any such applicable laws;
      18. the Subscriber has the legal capacity, competence, and authority to enter into and execute this Agreement and take all actions required pursuant hereto and, if the Subscriber is a corporation it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders, and others have been given to authorize execution of this Agreement on behalf of the Subscriber; and
      19. the Subscriber is a resident of the jurisdiction referred to under “Subscriber’s Address” set out on page 1 of this Agreement and: (i) is not a U.S. Person or a resident of the United States nor is it purchasing the Securities for the account or benefit of a U.S. Person or a resident of the United States; (ii) was not offered the Securities in the United States; and (iii) did not execute or deliver this Agreement in the United States.
    8. The representations and warranties of the Subscriber contained in this Agreement will be true at the Closing Date as though they were made at the Closing Date and they will survive the Closing Date and remain in full force and effect thereafter for the benefit of the Issuer for a period of one year.
    9. Reliance Upon Representations, Warranties and Covenants.  The Subscriber acknowledges that the foregoing representations and warranties are made by it with the intent that they may be relied upon by the Issuer and its counsel in determining its eligibility to purchase the Securities under the relevant securities laws. The Issuer and its counsel will be entitled to rely on the representations and warranties of the Subscriber contained herein and the Subscriber will indemnify and hold harmless the Issuer and its counsel for any losses, claims, costs, expenses, damages or liabilities they may suffer or incur which are caused by or arise from, directly or indirectly, their reliance thereon.
    10. Representations and Warranties of the Issuer.  The Issuer hereby represents and warrants to the Subscriber as follows and acknowledges and confirms that the Subscriber is relying upon each of such representations and warranties in entering into this Agreement and completing the transactions contemplated herein:
      1. the Issuer is a duly organized and validly existing corporation; and
      2. the Issuer has full corporate power and authority to enter into this Agreement and to do all acts and things and execute and deliver all documents as are required hereunder and thereunder to be done, observed, performed or executed and delivered by it in accordance with the terms hereof and the Issuer has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement and to observe and perform the provisions of this Agreement in accordance with the provisions hereof.

        The representations and warranties of the Issuer contained in this Agreement will be true at the Closing Date as though they were made at the Closing Date and they will survive the Closing Date and remain in full force and effect thereafter for the benefit of the Subscriber for a period of one year.
    11. Hold Period.  The Subscriber acknowledges that the Securities are subject to Canadian resale restrictions and in addition the Securities may also be subject to additional hold periods imposed by laws applicable to the Subscriber in the jurisdiction in which the Subscriber resides.  The certificates representing the Securities will contain legends denoting the restrictions on transfer imposed by the applicable securities laws, and the rules thereunder, which will be substantially in the following form:
      “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE LATER OF (I) l [the distribution date will be inserted] AND (II) THE DATE THE ISSUER BECAME A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY.”
    12. Survival of Representations, Warranties and Covenants.  All the representations, warranties and covenants set out in this Agreement will be true as at the date of this Agreement and on the Closing Date as if the representations, warranties and covenants were made at that time and will survive the Closing.
    13. Amendment.  Neither this Agreement nor any provisions hereof will be modified, changed, discharged or terminated except by an instrument in writing, signed by the party against whom any waiver, change, discharge or termination is sought.
    14. Assignability.  Neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof will be assignable by either the Issuer or the Subscriber without the prior written consent of the other party.
    15. Applicable Law.  This Agreement will be governed by and construed in accordance with the laws of the Province of British Columbia and the laws of Canada applicable thereto.
    16. Interpretation.  The sections and other headings contained in this Agreement are for reference purposes only and will not affect the meaning or interpretation of this Agreement.  Words imparting the neutral gender include the masculine or feminine gender and words in the singular include the plural and vice versa.
    17. Notices.  All notices and other communications provided for herein will be in writing and will be deemed to have been duly given if delivered personally or sent by registered or certified mail, return receipt requested, postage prepaid or by email or other electronic means indicating the date of receipt and the signatures of the parties:
      1. If to the Issuer, at the following address:


        Email:


      2. If to the Subscriber, at the address or email address on page 1 of this Agreement.
    18. Binding Effect.  The provisions of this Agreement will be binding upon and accrue to the benefit of the parties hereto and their respective heirs, legal representatives, successors and permitted assigns, as the case may be, provided that this Agreement is subject to acceptance or rejection by the Issuer and will not be binding on the Issuer until countersigned by the Issuer.
    19. Independent Legal Advice.  The Subscriber has the opportunity to receive legal advice in connection with the execution of this Agreement and the Subscriber has either received such legal advice as the Subscriber has deemed necessary or the Subscriber has waived the right to such legal advice.  In addition, the Subscriber acknowledges that Morton Law LLP is legal counsel for the Issuer and the Subscriber has not received or relied on legal advice from Morton Law LLP in connection with this Agreement and the transactions contemplated herein.
    20. Notification of Changes.  The parties hereby covenant and agree to notify the other party upon the occurrence of any event prior to the Closing which would cause any party’s representations, warranties or covenants contained in this Agreement to be false or incorrect.
    21. Entire Agreement.  This Agreement (including all attached schedules and exhibits) constitutes the entire agreement between the Subscriber and the Issuer with respect to the purchase and sale of the Securities, and there are no other agreements, warranties, representations, conditions or covenants, written or oral, express or implied, in respect of, or which affect, the transaction herein contemplated.
    22. Time.  Time will be of the essence hereof.
    23. Costs.  The Subscriber acknowledges and agrees that except as may otherwise be provided for in this Agreement, all costs and expenses incurred by the Subscriber (including any fees and disbursements of any special counsel retained by the Subscriber) relating to the sale of the Securities to the Subscriber will be borne by the Subscriber.
    24. Currency.  In this Agreement, all monetary references and references to “US$” refer to the lawful currency of the United States and all references to “C$” refer to the lawful currency of Canada.
    25. Further Assurances.  The Subscriber and Issuer will execute such further assurances and other documents and instruments and do such further and other things as may be necessary to implement and carry out the intent of this Agreement.
    26. Counterparts.  This Agreement may be signed in one or more counterparts, originally or by email or other means of electronic transmission, each such counterpart taken together will form one and the same agreement.
  • [END OF TERMS AND CONDITIONS OF PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT]

  • SCHEDULE “A”
    EXEMPTION CERTIFICATE

  • In connection with the purchase by the undersigned subscriber (the “Subscriber”) of common shares (the “Securities”) of (the “Issuer”), the Subscriber hereby represents, warrants and certifies to the Issuer that the Subscriber meets one of the criteria listed below and has initialed beside the applicable criteria in the space provided.
  • PLEASE PLACE YOUR INITIALS NEXT TO AT LEAST ONE OF THE CRITERIA LISTED IN SECTIONS A, B OR C BELOW.

    SECTION A. Accredited Investor Exemption

    If the Subscriber is purchasing the Securities pursuant to Section 2.3 of National Instrument 45-106 (Accredited Investor Exemption), the Subscriber is [check the box where applicable]: Note: If the Subscriber is relying on section (j), (k), or (l) below, then please complete Exhibit 1 to Schedule “A”.
    (a) except in Ontario, a Canadian financial institution, or a Schedule III bank;
    (a.1) in Ontario:
    1. A bank listed in Schedule I, II,, III to the Bank Act (Canada);
    2. An association to which the Cooperative Credit Associations Act (Canada) applies or a central cooperative credit society for which an order has been made under subsection 473(1) of that Act;
    3. Loan corporation, trust company, trust corporation, insurance company, treasury branch, credit union, caisse populaire, financial services cooperative or credit union league or federation that is authorized by a statute of Canada or Ontario to carry on business in Canada or Ontario, as the case may be; or
    4. Such other financial institutions as may be prescribed by the regulations. 2009, c.18, Sched. 26, s. 12(2).
    (b) the Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada);
    (c) a subsidiary of any person referred to in paragraphs (a) or (b), if the person owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by directors of that subsidiary;
    (d) a person registered under the securities legislation of a jurisdiction of Canada as an adviser or dealer;
    (e) an individual registered under the securities legislation of a jurisdiction of Canada as a representative of a person referred to in paragraph (d);
    (e.1) an individual formerly registered under the securities legislation of a jurisdiction of Canada, other than an individual formerly registered solely as a representative of a limited market dealer under one or both of the Securities Act (Ontario) or the Securities Act (Newfoundland and Labrador);  
    (f) the Government of Canada or a jurisdiction of Canada, or any crown corporation, agency or wholly owned entity of the Government of Canada or a jurisdiction of Canada;
    (g) a municipality, public board or commission in Canada and a metropolitan community, school board, the Comité de gestion de la taxe scolaire de l’île de Montréal or an intermunicipal management board in Québec;
    (h) any national, federal, state, provincial, territorial or municipal government of or in any foreign jurisdiction, or any agency of that government;
    (i) a pension fund that is regulated by either the Office of the Superintendent of Financial Institutions (Canada) or a pension commission or similar regulatory authority of a jurisdiction of Canada;
    (j) an individual who, either alone or with a spouse, beneficially owns financial assets having an aggregate realizable value that before taxes, but net of any related liabilities, exceeds C$1,000,000 (if relying on this exemption, the Subscriber must complete, sign and return to the Issuer the Form attached as Exhibit 1 to Schedule “A” hereto);
    (j.1) an individual who beneficially owns financial assets having an aggregate realizable value that, before taxes but net of any related liabilities, exceeds C$5,000,000;
    (k) an individual whose net income before taxes exceeded C$200,000 in each of the 2 most recent calendar years or whose net income before taxes combined with that of a spouse exceeded C$300,000 in each of the 2 most recent calendar years and who, in either case, reasonably expects to exceed that net income level in the current calendar year (if relying on this exemption, the Subscriber must complete, sign and return to the Issuer the Form attached as Exhibit 1 to Schedule “A” hereto);
    (l) an individual who, either alone or with a spouse, has net assets of at least C$5,000,000 (if relying on this exemption, the Subscriber must complete, sign and return to the Issuer the Form attached as Exhibit 1 to Schedule “A” hereto);
    (m) a person, other than an individual or investment fund, that has net assets of at least C$5,000,000 as shown on its most recently prepared financial statements;
    (n) an investment fund that distributes or has distributed its securities only to
    (i)   a person that is or was an accredited investor at the time of the distribution,
    (ii)  a person that acquires or acquired securities in the circumstances referred to in sections 2.10 [Minimum amount investment] or 2.19 [Additional investment in investment funds] of National Instrument 45-106, or
    (iii) a person described in paragraph (i) or (ii) that acquires or acquired securities under section 2.18 [Investment fund reinvestment] of National Instrument 45-106;
    (o) an investment fund that distributes or has distributed securities under a prospectus in a jurisdiction of Canada for which the regulator or, in Québec, the securities regulatory authority, has issued a receipt;
    (p) a trust company or trust corporation registered or authorized to carry on business under the Trust and Loan Companies Act (Canada) or under comparable legislation in a jurisdiction of Canada or a foreign jurisdiction, acting on behalf of a fully managed account managed by the trust company or trust corporation, as the case may be;
    (q) a person acting on behalf of a fully managed account managed by that person, if that person is registered or authorized to carry on business as an adviser or the equivalent under the securities legislation of a jurisdiction of Canada or a foreign jurisdiction;
    (r) a registered charity under the Income Tax Act (Canada) that, in regard to the trade, has obtained advice from an eligibility adviser or an adviser registered under the securities legislation of the jurisdiction of the registered charity to give advice on the securities being traded;
    (s) an entity organized in a foreign jurisdiction that is analogous to any of the entities referred to in paragraphs (a) to (d) or paragraph (i) in form and function;
    (t) a person in respect of which all of the owners of interests, direct, indirect or beneficial, except the voting securities required by law to be owned by directors, are persons that are accredited investors;
    (u) an investment fund that is advised by a person registered as an adviser or a person that is exempt from registration as an adviser; or
    (v) a person that is recognized or designated by the securities regulatory authority or, except in Ontario and Québec, the regulator as an accredited investor; or
    (w) a trust established by an accredited investor for the benefit of the accredited investor’s family members of which a majority of the trustees are accredited investors and all of the beneficiaries are the accredited investor’s spouse, a former spouse of the accredited investor or a parent, grandparent, brother, sister, child or grandchild of that accredited investor, of that accredited investor’s spouse or of that accredited investor’s former spouse.
    For the purposes of Section A:
    • “financial assets” means (a) cash; (b) securities; or (c) a contract of insurance, a deposit or an evidence of a deposit that is not a security for the purposes of securities legislation.
    • “related liabilities” means (a) liabilities incurred or assumed for the purpose of financing the acquisition or ownership of financial assets; or (b) liabilities that are secured by financial assets.
    • All monetary references are in Canadian Dollars.
  • SECTION B. Family, Friends and Business Associates Exemption

    If the Subscriber is purchasing the Securities pursuant to Section 2.5 of National Instrument 45-106 (Family, Friends and Business Associates Exemption), then the Subscriber hereby certifies to the Issuer that the Subscriber is [check the box where applicable]:
    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 officer or control person of the Issuer or of an affiliate of the Issuer;
    C. parent, grandparent, brother, sister, child or grandchild of the spouse of a director, executive officer 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 an affiliate of the Issuer;
    E. a close business associate of a director, executive officer or control person of the Issuer or of an affiliate of the Issuer;
    F. a founder of the Issuer or a spouse, parent, grandparent, brother, sister, child, grandchild, close personal friend or close business associate of a founder of the Issuer;
    G. a parent, grandparent, brother, sister, child or grandchild of the spouse of a founder of the Issuer;
    H. a person or company of which a majority of the voting securities are beneficially owned by, or a majority of the directors are, persons or companies described in paragraphs A to G; or
    I. a trust or estate of which all the beneficiaries or a majority of the trustees are persons or companies described in paragraphs A to G.
  • Please enter a value between 0 and 100.
  • TO BE COMPLETED BY THE ISSUER:

    I confirm that I have the relationship indicated above with the Subscriber.
  • IF THE SUBSCRIBER IS A RESIDENT OF ONTARIO and is a person described in any category (A) to (I) of Section B immediately above, please complete the Risk Acknowledgement Form attached as Exhibit 2 to Schedule “A”.
  • IF THE SUBSCRIBER IS A RESIDENT OF SASKATCHEWAN and one of the following, please complete the Risk Acknowledgement Form attached as Exhibit 3 to Schedule “A”:
    • a person described in category D or E above,
    • a close personal friend or close business associate of a founder of the Issuer, or
    • a person described in category H or I above if the distribution is based in whole or in part on a close personal friendship or close business association.
  • SECTION C. Employee, Executive Officer, Director or Consultant Exemption

    If the Subscriber is purchasing the Securities pursuant to Section 2.24 of National Instrument 45-106 (Employee, Executive Officer, Director or Consultant Exemption), participation in the trade is voluntary and the Subscriber is [check the box where applicable]:
    (a) an employee, executive officer, director or consultant of the Issuer;
    (b) an employee, executive officer, director or consultant of a related entity of the Issuer; or
    (c) a permitted assign of a person referred to in paragraphs (a) or (b).
  • If the Subscriber is an Executive Officer then he warrants that he is a:
    1. chair, vice chair or president;
    2. vice-president in charge of a principal business unit, division or function including sales, finance or production; or
    3. performing a policy-making function in respect of the Issuer.
    If the Subscriber is a Consultant then he warrants that he:
    1. is engaged to provide services to the Issuer or a related entity of the Issuer, other than services provided in relation to a distribution;
    2. provides the services under a written contract with the Issuer or a related entity of the Issuer; and
    3. spends or will spend a significant amount of time and attention on the affairs and business of the issuer or a related entity of the Issuer and includes
    4. for an individual consultant, a corporation of which the individual consultant is an employee or shareholder, and a partnership of which the individual consultant is an employee or partner, and
    5. for a consultant that is not an individual, an employee, executive officer, or director of the consultant, provided that the individual employee, executive officer, or director spends or will spend a significant amount of time and attention on the affairs and business of the issuer or a related entity of the issuer.
    “permitted assign” means, for a person that is an employee, executive officer, director or consultant of an issuer or of a related entity of the Issuer,
    1. a trustee, custodian, or administrator acting on behalf of, or for the benefit of the person;
    2. a holding entity of the person;
    3. a RRSP, RRIF, or TFSA of the person;
    4. the spouse of the person;
    5. a trustee, custodian, or administrator acting on behalf of, or for the benefit of the spouse of the person;
    6. a holding entity of the spouse of the person; or
    7. a RRSP, RRIF, or TFSA of the spouse of the person.
  • Exhibit 1 to Schedule “A”

    Form For Individual Accredited Investors
    WARNING! This investment is risky. Don’t invest unless you can afford to lose all the money you pay for this investment.
  • SECTION 1 TO BE COMPLETED BY THE ISSUER OR SELLING SECURITY HOLDER
  • 1. About your investment
  • SECTIONS 2 TO 4 TO BE COMPLETED BY THE PURCHASER
  • 2. Risk acknowledgement
  • This investment is risky. By checking the box, you understand that: Check Box
    Risk of loss – You could lose your entire investment of $ . [Instruction: Insert the total dollar amount of the investment.]
    Liquidity risk – You may not be able to sell your investment quickly – or at all.
    Lack of information – You may receive little or no information about your investment. The information you receive may be limited to the information provided to you by the family member, friend or close business associate specified in section 3 of this form.
  • 3. Accredited investor status
  • 4. Your name and signature

    By signing this form, you confirm that you have read this form and you understand the risks of making this investment as identified in this form.
  • SECTION 5 TO BE COMPLETED BY THE SALESPERSON
  • 5. Salesperson information

    Instruction: The salesperson is the person who meets with, or provides information to, the purchaser with respect to making this investment. That could include a representative of the issuer or selling security holder, a registrant or a person who is exempt from the registration requirement.
  • SECTION 6 TO BE COMPLETED BY THE ISSUER OR SELLING SECURITY HOLDER
  • BLUESKY BIOLOGICALS INC.
    P.O. Box 98050
    Vancouver, B.C.
    Canada V6Z 2Z7
    Attention: Preet Marwaha – CEO
    Email: preet@blueskybiologicals.com

    For more information about prospectus exemptions, contact your local securities regulator. You can find contact information at www.securities-administrators.ca.
  • Form instructions:
    • This form does not mandate the use of a specific font size or style but the font must be legible.
    • The information in sections 1, 5 and 6 must be completed before the purchase completes and signs the form.
    • The purchaser must sign this form. Each of the purchaser and the issuer or selling security holder must receive a copy of this form signed by the purchaser. The issuer or selling security holder is required to keep a copy of this form for 8 years after the distribution.
  • Exhibit 2 to Schedule “A”

    Risk Acknowledgement Form for Family, Friend and Business Associate Investors (FOR ONTARIO SUBSCRIBERS)
    WARNING! This investment is risky. Don’t invest unless you can afford to lose all the money you pay for this investment.
  • SECTION 1 TO BE COMPLETED BY THE ISSUER
  • 1. About your investment
  • SECTIONS 2 TO 4 TO BE COMPLETED BY THE PURCHASER
  • 2. Risk acknowledgement
  • This investment is risky. By checking the box, you understand that: Check Box
    Risk of loss – You could lose your entire investment of $ . [Instruction: Insert the total dollar amount of the investment.]
    Liquidity risk – You may not be able to sell your investment quickly – or at all.
    Lack of information – You may receive little or no information about your investment. The information you receive may be limited to the information provided to you by the family member, friend or close business associate specified in section 3 of this form.
  • 3. Family, friend or business associate status
  • You must meet one of the following criteria to be able to make this investment. Check the box next to the statement that applies to you:
    A. 1. You are: [check all applicable boxes]
    a director of the issuer or an affiliate of the issuer
    . an executive officer of the issuer or an affiliate of the issuer
    . a control person of the issuer or an affiliate of the issuer
    . a founder of the issuer
    . OR
    2. You are: [check all applicable boxes]
    . a person of which a majority of the voting securities are beneficially owned by, or a majority of the directors are, (i) individuals listed in (1) above and/or (ii) family members, close personal friends or close business associates of individuals listed in (1) above
    . a trust or estate of which all of the beneficiaries or a majority of the trustees or executors are (i) individuals listed in (1) above and/or (ii) family members, close personal friends or close business associates of individuals listed in (1) above
  • 4. Your name and signature

    By signing this form, you confirm that you have read this form and you understand the risks of making this investment as identified in this form. You also confirm that you are eligible to make this investment because you are a family member, close personal friend or close business associate of the person identified in section 5 of this form.
  • SECTION 5 TO BE COMPLETED BY PERSON WHO CLAIMS THE CLOSE PERSONAL RELATIONSHIP, IF APPLICABLE
  • 5. Contact person at the issuer or an affiliate of the issuer
  • By signing this form, you confirm that you have, or your spouse has, the following relationship with the purchaser: [check the box that applies]
    family relationship as set out in section 3B of this form
    close personal friendship as set out in section 3C of this form
    close business associate relationship as set out in section 3D of this form
  • SECTION 6 TO BE COMPLETED BY THE ISSUER
  • 6. For more information about this investment
  • For more information about prospectus exemptions, contact your local securities regulator. You can find contact information at www.securities-administrators.ca.
  • Form instructions:
    • This form does not mandate the use of a specific font size or style but the font must be legible.
    • The information in sections 1, 5 and 6 must be completed before the purchaser completes and signs the form.
    • The purchaser, an executive officer who is not the purchaser and, if applicable, the person who claims the close personal relationship to the purchaser must sign this form. Each of the purchaser, contact person at the issuer and the issuer must receive a copy of this form signed by the purchaser. The issuer is required to keep a copy of this form for 8 years after the distribution.
    • The detailed relationships required to purchase securities under this exemption are set out in section 2.5 of National Instrument 45-106 Prospectus and Registration Exemptions. For guidance on the meaning of “close personal friend” and “close business associate”, please refer to sections 2.7 and 2.8, respectively, of Companion Policy 45-106CP Prospectus and Registration Exemptions.
  • Exhibit 3 to Schedule “A”

    Risk Acknowledgement Form
    SASKATCHEWAN Close Personal Friends and Close Business Associates
    1. I am investing entirely at my own risk.
    2. No securities regulatory authority or regulator has evaluated or endorsed the merits of these securities.
    3. The person selling me these securities is not registered with a securities authority or regulator and has no duty tell me whether this investment is suitable for me.
    4. I will not be able to sell these securities except in very limited circumstances.  I may never be able to sell these securities.
    5. I could lose all the money I invest.
    6. I do not have a 2-day right to cancel my purchase of these securities or the statutory rights of action for misrepresentation I would have if I were purchasing the securities under a prospectus. I do have a 2-day right to cancel my purchase of these securities if I receive an amended offering document.
  • You are buying Exempt Market Securities

    They are called exempt market securities because two parts of securities law do not apply to them. If an issuer wants to sell exempt market securities to you:
    • the issuer does not have to give you a prospectus (a document that describes the investment in detail and gives you some legal protections), and
    • the securities do not have to be sold by an investment dealer registered with a securities regulatory authority or regulator.
    There are restrictions on your ability to resell exempt market securities. Exempt market securities are more risky than other securities.
    You may not receive any written information about the issuer or its business
    If you have any questions about the issuer or its business, ask for written clarification before you purchase the securities. You should consult your own professional advisers before investing in the securities.
    You will not receive advice
    Unless you consult your own professional advisors, you will not get professional advice about whether the investment is suitable for you.

    For more information on the exempt market, refer to the Saskatchewan Financial Services Commission’s website at http://www.sfsc.gov.sk.ca.

  • This field is for validation purposes and should be left unchanged.