Common use of Canadian Securities Matters Clause in Contracts

Canadian Securities Matters. By acceptance of this certificate, the Holder acknowledges and agrees that the Company is an “OTC reporting issuer” as that term is defined in MI 51-105, and that the Warrant Shares will be, issued and sold pursuant to exemptions from the prospectus requirements of applicable Canadian securities laws. The Holder further acknowledges and agrees that the Warrants and the Warrant Shares may not be traded in or from a jurisdiction in Canada unless such trade is made in accordance with the provisions of MI 51-105, the Holder will, and will cause its Affiliates to, comply with such conditions in making any trade of the Warrants or Warrant Shares in or from a jurisdiction in Canada and the Company will refuse to register any transfer of the Warrants or Warrant Shares made in connection with a trade of such securities in or from a jurisdiction in Canada and not made in accordance with the provisions of MI 51-105. Notwithstanding the generality of the forgoing, as of the date hereof, MI 51-105 generally provides that securities may not be traded in or from a jurisdiction in Canada unless the following conditions have been met: (a) A four month period has passed from the later of (i) the date that the Company distributed the securities, and (ii) the date the securities were distributed by a control person of the Company; (b) If the person trading the Securities is a control person of the Company, such person has held the securities for at least 6 months; (c) The number of securities that the person proposes to trade, plus the number of securities of the same class that such person has traded in the preceding 12 months, does not exceed 5% of the Company’s outstanding securities of the same class; (d) The trade is made through an investment dealer registered in a jurisdiction in Canada; (e) The investment dealer executes the trade through any of the over-the-counter markets in the United States; (f) There has been no unusual effort made to prepare the market or create a demand for the securities; (i) No extraordinary commission or other consideration is paid to a person for the trade; (g) If the person trading the securities is an insider of the Company, the person reasonably believes that the Company is not in default of securities legislation; and POLY SHIELD TECHNOLOGIES Non-Transferrable Common Stock Purchase Warrant Certificate (h) All certificates representing the securities bear the Canadian restrictive legend set out in Section 13(1) of MI 51-105. By acceptance of this certificate, the Holder represents and warrants to the Company that it is a resident of the jurisdiction set forth in the Holder’s address above, that it does not presently intend to trade the Warrants or the Warrant Shares in or from a jurisdiction in Canada. If, after the date hereof, the Holder does intend to trade the Warrants or Warrant Shares in or from a jurisdiction in Canada, it will, prior to any such trade, re-submit all certificates representing the Shares to the Corporation for purposes of having the legend set out in Section 13(1) of MI 51-105 endorsed on such certificates.

Canadian Securities Matters. By acceptance of this certificate, the Holder acknowledges and agrees that the Company is an “OTC reporting issuer” as that term is defined in MI 51-105, and that the Warrant Shares will be, issued and sold pursuant to exemptions from the prospectus requirements of applicable Canadian securities laws. The Holder further acknowledges and agrees that the Warrants and the Warrant Shares may not be traded in or from a jurisdiction in Canada unless such trade is made in accordance with the provisions of MI 51-105, the Holder will, and will cause its Affiliates to, comply with such conditions in making any trade of the Warrants or Warrant Shares in or from a jurisdiction in Canada and the Company will refuse to register any transfer of the Warrants or Warrant Shares made in connection with a trade of such securities in or from a jurisdiction in Canada and not made in accordance with the provisions of MI 51-105. Notwithstanding the generality of the forgoing, as of the date hereof, MI 51-105 generally provides that securities may not be traded in or from a jurisdiction in Canada unless the following conditions have been met: (a) A four month period has passed from the later of (i) the date that the Company distributed the securities, and (ii) the date the securities were distributed by a control person of the Company; (b) If the person trading the Securities securities is a control person of the Company, such person has held the securities for at least 6 months; (c) The number of securities that the person proposes to trade, plus the number of securities of the same class that such person has traded in the preceding 12 months, does not exceed 5% of the Company’s outstanding securities of the same class; (d) The trade is made through an investment dealer registered in a jurisdiction in Canada; (e) The investment dealer executes the trade through any of the over-the-counter markets in the United States; (f) There has been no unusual effort made to prepare the market or create a demand for the securities; (i) No extraordinary commission or other consideration is paid to a person for the trade;; POLY SHIELD TECHNOLOGIES Non-Transferrable Common Stock Purchase Warrant Certificate (g) If the person trading the securities is an insider of the Company, the person reasonably believes that the Company is not in default of securities legislation; and POLY SHIELD TECHNOLOGIES Non-Transferrable Common Stock Purchase Warrant Certificateand (h) All certificates representing the securities bear the Canadian restrictive legend set out in Section 13(1) of MI 51-105. By acceptance of this certificate, the Holder represents and warrants to the Company that it is a resident of the jurisdiction set forth in the Holder’s address above, that it does not presently intend to trade the Warrants or the Warrant Shares in or from a jurisdiction in Canada. If, after the date hereof, the Holder does intend to trade the Warrants or Warrant Shares in or from a jurisdiction in Canada, it will, prior to any such trade, re-submit all certificates representing the Warrant Shares to the Corporation for purposes of having the legend set out in Section 13(1) of MI 51-105 endorsed on such certificates.

Canadian Securities Matters. By acceptance of this certificate, the Holder acknowledges and agrees that the Company is an “OTC reporting issuer” as that term is defined in MI 51-105, and that the Warrant Shares will be, issued and sold pursuant to exemptions from the prospectus requirements of applicable Canadian securities laws. The Holder further acknowledges and agrees that the Warrants and the Warrant Shares may not be traded in or from a jurisdiction in Canada unless such trade is made in accordance with the provisions of MI 51-105, the Holder will, and will cause its Affiliates to, comply with such conditions in making any trade of the Warrants or Warrant Shares in or from a jurisdiction in Canada and the Company will refuse to register any transfer of the Warrants or Warrant Shares made in connection with a trade of such securities in or from a jurisdiction in Canada and not made in accordance with the provisions of MI 51-105. Notwithstanding the generality of the forgoing, as of the date hereof, MI 51-105 generally provides that securities may not be traded in or from a jurisdiction in Canada unless the following conditions have been met: (a1) A four month period has passed from the later of (i) the date that the Company distributed the securities, and (ii) the date the securities were distributed by a control person of the Company; (b2) If the person trading the Securities securities is a control person of the Company, such person has held the securities for at least 6 months; (c3) The number of securities that the person proposes to trade, plus the number of securities of the same class that such person has traded in the preceding 12 months, does not exceed 5% of the Company’s outstanding securities of the same class; (d4) The trade is made through an investment dealer registered in a jurisdiction in Canada; (e5) The investment dealer executes the trade through any of the over-the-counter markets in the United States;; CELL MEDX CORP. Common Stock Purchase Warrant Certificate <Warrant Number> (f6) There has been no unusual effort made to prepare the market or create a demand for the securities; (i) No extraordinary commission or other consideration is paid to a person for the trade; (g7) If the person trading the securities is an insider of the Company, the person reasonably believes that the Company is not in default of securities legislation; and POLY SHIELD TECHNOLOGIES Non-Transferrable Common Stock Purchase Warrant Certificateand (h) 8) All certificates representing the securities bear the Canadian restrictive legend set out in Section 13(1) of MI 51-105. By acceptance of this certificate, the Holder represents and warrants to the Company that it is a resident of the jurisdiction set forth in the Holder’s address above, that it does not presently intend to trade the Warrants or the Warrant Shares in or from a jurisdiction in Canada. If, after the date hereof, the Holder does intend to trade the Warrants or Warrant Shares in or from a jurisdiction in Canada, it will, prior to any such trade, re-submit all certificates representing the Warrant Shares to the Corporation for purposes of having the legend set out in Section 13(1) of MI 51-105 endorsed on such certificates.

Canadian Securities Matters. By acceptance of this certificate, the Holder acknowledges and agrees that the Company is an “OTC reporting issuer” as that term is defined in MI 51-105, and that the Warrant Shares will be, issued and sold pursuant to exemptions from the prospectus requirements of applicable Canadian securities laws. The Holder further acknowledges and agrees that the Warrants and the Warrant Shares may not be traded in or from a jurisdiction in Canada unless such trade is made in accordance with the provisions of MI 51-105, the Holder will, and will cause its Affiliates to, comply with such conditions in making any trade of the Warrants or Warrant Shares in or from a jurisdiction in Canada and the Company will refuse to register any transfer of the Warrants or Warrant Shares made in connection with a trade of such securities in or from a jurisdiction in Canada and not made in accordance with the provisions of MI 51-105. Notwithstanding the generality of the forgoing, as of the date hereof, MI 51-105 generally provides that securities may not be traded in or from a jurisdiction in Canada unless the following conditions have been met:: TRITON EMISSION SOLUTIONS INC. Non-Transferrable Common Stock Purchase Warrant Certificate {Warrant Cert #} (a) A four month period has passed from the later of (i) the date that the Company distributed the securities, and (ii) the date the securities were distributed by a control person of the Company; (b) If the person trading the Securities is a control person of the Company, such person has held the securities for at least 6 months; (c) The number of securities that the person proposes to trade, plus the number of securities of the same class that such person has traded in the preceding 12 months, does not exceed 5% of the Company’s outstanding securities of the same class; (d) The trade is made through an investment dealer registered in a jurisdiction in Canada; (e) The investment dealer executes the trade through any of the over-the-counter markets in the United States; (f) There has been no unusual effort made to prepare the market or create a demand for the securities; (i) No extraordinary commission or other consideration is paid to a person for the trade; (g) If the person trading the securities is an insider of the Company, the person reasonably believes that the Company is not in default of securities legislation; and POLY SHIELD TECHNOLOGIES Non-Transferrable Common Stock Purchase Warrant Certificateand (h) All certificates representing the securities bear the Canadian restrictive legend set out in Section 13(1) of MI 51-105. By acceptance of this certificate, the Holder represents and warrants to the Company that it is a resident of the jurisdiction set forth in the Holder’s address above, that it does not presently intend to trade the Warrants or the Warrant Shares in or from a jurisdiction in Canada. If, after the date hereof, the Holder does intend to trade the Warrants or Warrant Shares in or from a jurisdiction in Canada, it will, prior to any such trade, re-submit all certificates representing the Shares to the Corporation for purposes of having the legend set out in Section 13(1) of MI 51-105 endorsed on such certificates.

Canadian Securities Matters. By acceptance of this certificate, the Holder acknowledges and agrees that the Company is an “OTC reporting issuer” as that term is defined in MI 51-105, and that the Warrant Shares will be, issued and sold pursuant to exemptions from the prospectus requirements of applicable Canadian securities laws. The Holder further acknowledges and agrees that the Warrants and the Warrant Shares may not be traded in or from a jurisdiction in Canada unless such trade is made in accordance with the provisions of MI 51-105, the Holder will, and will cause its Affiliates to, comply with such conditions in making any trade of the Warrants or Warrant Shares in or from a jurisdiction in Canada and the Company will refuse to register any transfer of the Warrants or Warrant Shares made in connection with a trade of such securities in or from a jurisdiction in Canada and not made in accordance with the provisions of MI 51-105. Notwithstanding the generality of the forgoing, as of the date hereof, MI 51-105 generally provides that securities may not be traded in or from a jurisdiction in Canada unless the following conditions have been met: (a) A four month period has passed from the later of (i) the date that the Company distributed the securities, and (ii) the date the securities were distributed by a control person of the Company; (b) If the person trading the Securities securities is a control person of the Company, such person has held the securities for at least 6 months; (c) The number of securities that the person proposes to trade, plus the number of securities of the same class that such person has traded in the preceding 12 months, does not exceed 5% of the Company’s outstanding securities of the same class; (d) The trade is made through an investment dealer registered in a jurisdiction in Canada; (e) The investment dealer executes the trade through any of the over-the-counter markets in the United States; (f) There has been no unusual effort made to prepare the market or create a demand for the securities; (i) No extraordinary commission or other consideration is paid to a person for the trade; (g) If the person trading the securities is an insider of the Company, the person reasonably believes that the Company is not in default of securities legislation; and POLY SHIELD TECHNOLOGIES Non-Transferrable Common Stock Purchase Warrant Certificateand (h) All certificates representing the securities bear the Canadian restrictive legend set out in Section 13(1) of MI 51-105. 7 TRITON EMISSION SOLUTIONS INC. Non-Transferrable Common Stock Purchase Warrant Certificate {CERT NO.} By acceptance of this certificate, the Holder represents and warrants to the Company that it is a resident of the jurisdiction set forth in the Holder’s address above, that it does not presently intend to trade the Warrants or the Warrant Shares in or from a jurisdiction in Canada. If, after the date hereof, the Holder does intend to trade the Warrants or Warrant Shares in or from a jurisdiction in Canada, it will, prior to any such trade, re-submit all certificates representing the Warrant Shares to the Corporation for purposes of having the legend set out in Section 13(1) of MI 51-105 endorsed on such certificates.

Canadian Securities Matters. By acceptance of this certificate, the Holder acknowledges and agrees that the Company is an “OTC reporting issuer” as that term is defined in MI 51-105, and that the Warrant Shares will be, issued and sold pursuant to exemptions from the prospectus requirements of applicable Canadian securities laws. The Holder further acknowledges and agrees that the Warrants and the Warrant Shares may not be traded in or from a jurisdiction in Canada unless such trade is made in accordance with the provisions of MI 51-105, the Holder will, and will cause its Affiliates to, comply with such conditions in making any trade of the Warrants or Warrant Shares in or from a jurisdiction in Canada and the Company will refuse to register any transfer of the Warrants or Warrant Shares made in connection with a trade of such securities in or from a jurisdiction in Canada and not made in accordance with the provisions of MI 51-105. Notwithstanding the generality of the forgoing, as of the date hereof, MI 51-105 generally provides that securities may not be traded in or from a jurisdiction in Canada unless the following conditions have been met: (a) A four month period has passed from the later of (i) the date that the Company distributed the securities, and (ii) the date the securities were distributed by a control person of the Company; (b) If the person trading the Securities is a control person of the Company, such person has held the securities for at least 6 months; (c) The number of securities that the person proposes to trade, plus the number of securities of the same class that such person has traded in the preceding 12 months, does not exceed 5% of the Company’s outstanding securities of the same class; (d) The trade is made through an investment dealer registered in a jurisdiction in Canada; (e) The investment dealer executes the trade through any of the over-the-counter markets in the United States; (f) There has been no unusual effort made to prepare the market or create a demand for the securities; (i) No extraordinary commission or other consideration is paid to a person for the trade;; POLY SHIELD TECHNOLOGIES Non-Transferrable Common Stock Purchase Warrant Certificate (g) If the person trading the securities is an insider of the Company, the person reasonably believes that the Company is not in default of securities legislation; and POLY SHIELD TECHNOLOGIES Non-Transferrable Common Stock Purchase Warrant Certificateand (h) All certificates representing the securities bear the Canadian restrictive legend set out in Section 13(1) of MI 51-105. By acceptance of this certificate, the Holder represents and warrants to the Company that it is a resident of the jurisdiction set forth in the Holder’s address above, that it does not presently intend to trade the Warrants or the Warrant Shares in or from a jurisdiction in Canada. If, after the date hereof, the Holder does intend to trade the Warrants or Warrant Shares in or from a jurisdiction in Canada, it will, prior to any such trade, re-submit all certificates representing the Shares to the Corporation for purposes of having the legend set out in Section 13(1) of MI 51-105 endorsed on such certificates.

Canadian Securities Matters. By acceptance of this certificate, the Holder acknowledges and agrees that the Company is an “OTC reporting issuer” as that term is defined in MI 51-105, and that the Warrant Shares will be, issued and sold pursuant to exemptions from the prospectus requirements of applicable Canadian securities laws. (a) The Holder further acknowledges and agrees that the Warrants and the Warrant Shares may not be traded in or from a jurisdiction in Canada unless such trade is made in accordance with the provisions of MI 51-105, the Holder willBuyer is, and will cause its Affiliates tobe on the Closing Date, comply a reporting issuer and is not listed as in default of any requirements under Applicable Securities Law in the Provinces of British Columbia and Alberta (the “Reporting Jurisdictions”), and is in compliance in all material respects with such conditions in making any trade the by-laws, rules and regulations of the Warrants Exchange; any Material Change relating to the Buyer that has occurred within the twelve months preceding the date hereof has been generally disclosed and such disclosure of a Material Change has not been made to any securities commission or Warrant Shares in similar regulatory authority on a confidential basis which has not subsequently been generally disclosed. (b) No steps or from a jurisdiction in Canada proceedings have been taken by any Person, voluntary or otherwise requiring or authorizing dissolution or winding up of Buyer. (c) All press releases, Material Change reports, financial statements, annual information forms and the Company will refuse to register any transfer other documents filed by or on behalf of the Warrants Buyer, as required by Applicable Securities Laws in the Reporting Jurisdictions or Warrant Shares made in connection with a trade the rules and policies of the Exchange, within the twelve months preceding the date hereof did not contain any Misrepresentations as at the respective dates of such securities filings. (d) All consents, approvals, permits, authorizations or filings as may be required under any statute, rule or regulation applicable to the Buyer including, without limitation, Applicable Securities Laws in or from a jurisdiction in Canada the Offering Jurisdictions and not made in accordance with the provisions of MI 51-105. Notwithstanding the generality all necessary corporate action of the forgoing, as part of the date hereof, MI 51-105 generally provides that securities may not be traded in or from a jurisdiction in Canada unless the following conditions have been met: (a) A four month period has passed from the later of Buyer for: (i) the date that execution and delivery of the Company distributed the securities, and Agreement; (ii) the date the securities were distributed by a control person issue, sale and delivery of the Company; Offered Shares; and (biii) If the person trading the Securities is a control person completion of the Companytransactions contemplated hereby, such person has held have been obtained or taken, as applicable provided that, following Closing the securities for at least 6 months; (c) The number of securities that Buyer will be required to obtain final acceptance from the person proposes to trade, plus the number of securities Exchange of the same class that such person has traded transactions provided for in the preceding 12 months, does not exceed 5% of the Company’s outstanding securities of the same class; (d) The trade is made through an investment dealer registered in a jurisdiction in Canada;this Agreement. (e) The investment dealer executes the trade through any As of the overClosing, all corporate action will have been taken by the Buyer to allot and authorize the issuance of the Offered Shares, which upon issuance, will be validly authorized and issued as fully paid and non-the-counter markets in assessable securities of the United States;Buyer. (f) There has been no unusual effort made The execution and delivery of the Agreement, the issue, sale and delivery of the Offered Shares and the performance of all other transactions contemplated herein: (1) do not require any filing, notice, consent, approval, Authorization or order of any court or governmental agency or body, except that which may be required under Applicable Securities Laws or by the Exchange; (2) do not and will not result in the violation of any Laws applicable to prepare the market Buyer; and (3) will not result in the breach of, or be in conflict with, or constitute a default under, or create a demand for state of facts which, after notice or lapse of time, or both, would constitute a default, violation of, or conflict with or allow any other Person to exercise any rights under, any term or provision of the securities; constituting documents, by-laws or resolutions of the Buyer or any material mortgage, note, indenture, contract or agreement (i) No extraordinary commission written or oral), instrument, lease or other consideration document to which the Buyer is paid to a person for party, or any judgment, decree or order or any term or provision thereof which is binding on the trade;Buyer, except where such breach, conflict or default would not have a Material Adverse Effect. (g) If the person No order ceasing or suspending trading the in securities is an insider of the Company, Buyer or prohibiting the person reasonably believes that the Company is not in default sale of securities legislation; by the Buyer has been issued and POLY SHIELD TECHNOLOGIES Non-Transferrable Common Stock Purchase Warrant Certificate (h) All certificates representing the securities bear the Canadian restrictive legend set out in Section 13(1) Buyer has not been served with or otherwise received notice of MI 51-105. By acceptance or become aware of any proceedings for this certificatepurpose having been instituted, the Holder represents and warrants to the Company that it is a resident of the jurisdiction set forth in the Holder’s address aboveor being pending, that it does not presently intend to trade the Warrants contemplated or the Warrant Shares in or from a jurisdiction in Canada. If, after the date hereof, the Holder does intend to trade the Warrants or Warrant Shares in or from a jurisdiction in Canada, it will, prior to any such trade, re-submit all certificates representing the Shares to the Corporation for purposes of having the legend set out in Section 13(1) of MI 51-105 endorsed on such certificatesthreatened.

Canadian Securities Matters. By acceptance of this certificate, the Holder acknowledges and agrees that the Company is an “OTC reporting issuer” as that term is defined in MI 51-105, and that the Warrant Shares will be, issued and sold pursuant to exemptions from the prospectus requirements of applicable Canadian securities laws. The Holder further acknowledges and agrees that the Warrants and the Warrant Shares may not be traded in or from a jurisdiction in Canada unless such trade is made in accordance with the provisions of MI 51-105, the Holder will, and will cause its Affiliates to, comply with such conditions in making any trade of the Warrants or Warrant Shares in or from a jurisdiction in Canada and the Company will refuse to register any transfer of the Warrants or Warrant Shares made in connection with a trade of such securities in or from a jurisdiction in Canada and not made in accordance with the provisions of MI 51-105. Notwithstanding the generality of the forgoing, as of the date hereof, MI 51-105 generally provides that securities may not be traded in or from a jurisdiction in Canada unless the following conditions have been met: (a1) A four month period has passed from the later of (i) the date that the Company distributed the securities, and (ii) the date the securities were distributed by a control person of the Company; (b2) If the person trading the Securities securities is a control person of the Company, such person has held the securities for at least 6 months; (c3) The number of securities that the person proposes to trade, plus the number of securities of the same class that such person has traded in the preceding 12 months, does not exceed 5% of the Company’s outstanding securities of the same class; (d4) The trade is made through an investment dealer registered in a jurisdiction in Canada; (e5) The investment dealer executes the trade through any of the over-the-counter markets in the United States; (f6) There has been no unusual effort made to prepare the market or create a demand for the securities; (i) No extraordinary commission or other consideration is paid to a person for the trade; (g) If the person trading the securities is an insider of the Company, the person reasonably believes that the Company is not in default of securities legislation; and POLY SHIELD TECHNOLOGIES Non-Transferrable Common Stock Purchase Warrant Certificate (h) All certificates representing the securities bear the Canadian restrictive legend set out in Section 13(1) of MI 51-105. By acceptance of this certificate, the Holder represents and warrants to the Company that it is a resident of the jurisdiction set forth in the Holder’s address above, that it does not presently intend to trade the Warrants or the Warrant Shares in or from a jurisdiction in Canada. If, after the date hereof, the Holder does intend to trade the Warrants or Warrant Shares in or from a jurisdiction in Canada, it will, prior to any such trade, re-submit all certificates representing the Shares to the Corporation for purposes of having the legend set out in Section 13(1) of MI 51-105 endorsed on such certificatesCELL MEDX CORP.

Canadian Securities Matters. By acceptance of this certificate, the Holder acknowledges and agrees that the Company is an “OTC reporting issuer” as that term is defined in MI 51-105, and that the Warrant Shares will be, issued and sold pursuant to exemptions from the prospectus requirements of applicable Canadian securities laws. The Holder further acknowledges and agrees that the Warrants and the Warrant Shares may not be traded in or from a jurisdiction in Canada unless such trade is made in accordance with the provisions of MI 51-105, the Holder will, and will cause its Affiliates to, comply with such conditions in making any trade of the Warrants or Warrant Shares in or from a jurisdiction in Canada and the Company will refuse to register any transfer of the Warrants or Warrant Shares made in connection with a trade of such securities in or from a jurisdiction in Canada and not made in accordance with the provisions of MI 51-105. Notwithstanding the generality of the forgoing, as of the date hereof, MI 51-105 generally provides that securities may not be traded in or from a jurisdiction in Canada unless the following conditions have been met: (a) A four month period has passed from the later of (i) the date that the Company distributed the securities, and (ii) the date the securities were distributed by a control person of the Company; (b) If the person trading the Securities securities is a control person of the Company, such person has held the securities for at least 6 months; (c) The number of securities that the person proposes to trade, plus the number of securities of the same class that such person has traded in the preceding 12 months, does not exceed 5% of the Company’s outstanding securities of the same class; (d) The trade is made through an investment dealer registered in a jurisdiction in Canada; (e) The investment dealer executes the trade through any of the over-the-counter markets in the United States; (f) There has been no unusual effort made to prepare the market or create a demand for the securities; (i) No extraordinary commission or other consideration is paid to a person for the trade; (g) If the person trading the securities is an insider of the Company, the person reasonably believes that the Company is not in default of securities legislation; and POLY SHIELD TECHNOLOGIES Non-Transferrable Common Stock Purchase Warrant Certificateand (h) All certificates representing the securities bear the Canadian restrictive legend set out in Section 13(1) of MI 51-105. By acceptance of this certificate, the Holder represents and warrants to the Company that it is a resident of the jurisdiction set forth in the Holder’s address above, that it does not presently intend to trade the Warrants or the Warrant Shares in or from a jurisdiction in Canada. If, after the date hereof, the Holder does intend to trade the Warrants or Warrant Shares in or from a jurisdiction in Canada, it will, prior to any such trade, re-submit all certificates representing the Warrant Shares to the Corporation for purposes of having the legend set out in Section 13(1) of MI 51-105 endorsed on such certificates.

Canadian Securities Matters. By acceptance of this certificate, the Holder acknowledges and agrees that the Company is an “OTC reporting issuer” as that term is defined in MI 51-105, and that the Warrant Shares will be, issued and sold pursuant to exemptions from the prospectus requirements of applicable Canadian securities laws. The Holder further acknowledges and agrees that the Warrants and the Warrant Shares may not be traded in or from a jurisdiction in Canada unless such trade is made in accordance with the provisions of MI 51-105, the Holder will, and will cause its Affiliates to, comply with such conditions in making any trade of the Warrants or Warrant Shares in or from a jurisdiction in Canada and the Company will refuse to register any transfer of the Warrants or Warrant Shares made in connection with a trade of such securities in or from a jurisdiction in Canada and not made in accordance with the provisions of MI 51-105. Notwithstanding the generality of the forgoing, as of the date hereof, MI 51-105 generally provides that securities may not be traded in or from a jurisdiction in Canada unless the following conditions have been met:: TRITON EMISSION SOLUTIONS INC. Non-Transferrable Common Stock Purchase Warrant Certificate <#> (a) A four month period has passed from the later of (i) the date that the Company distributed the securities, and (ii) the date the securities were distributed by a control person of the Company; (b) If the person trading the Securities is a control person of the Company, such person has held the securities for at least 6 months; (c) The number of securities that the person proposes to trade, plus the number of securities of the same class that such person has traded in the preceding 12 months, does not exceed 5% of the Company’s outstanding securities of the same class; (d) The trade is made through an investment dealer registered in a jurisdiction in Canada; (e) The investment dealer executes the trade through any of the over-the-counter markets in the United States; (f) There has been no unusual effort made to prepare the market or create a demand for the securities; (i) No extraordinary commission or other consideration is paid to a person for the trade; (g) If the person trading the securities is an insider of the Company, the person reasonably believes that the Company is not in default of securities legislation; and POLY SHIELD TECHNOLOGIES Non-Transferrable Common Stock Purchase Warrant Certificateand (h) All certificates representing the securities bear the Canadian restrictive legend set out in Section 13(1) of MI 51-105. By acceptance of this certificate, the Holder represents and warrants to the Company that it is a resident of the jurisdiction set forth in the Holder’s address above, that it does not presently intend to trade the Warrants or the Warrant Shares in or from a jurisdiction in Canada. If, after the date hereof, the Holder does intend to trade the Warrants or Warrant Shares in or from a jurisdiction in Canada, it will, prior to any such trade, re-submit all certificates representing the Shares to the Corporation for purposes of having the legend set out in Section 13(1) of MI 51-105 endorsed on such certificates.