Common use of Investor’s Acknowledgements – Regarding Risk, Restrictions, Independent Advice Clause in Contracts

Investor’s Acknowledgements – Regarding Risk, Restrictions, Independent Advice. 4.1 The Investor represents and warrants and acknowledges and agrees with (on its own behalf and, if applicable, on behalf of each beneficial purchaser for whom the Investor is contracting hereunder) the Issuer that (a) its decision to execute this Subscription and purchase the Securities agreed to be purchased hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Issuer, and that its decision is based entirely upon its review of information about the Issuer in the Public Record; (b) no prospectus has been filed by the Issuer with any securities commission or similar authority in Canada or elsewhere, in connection with the issuance of the Securities, and the issuance and the sale of the Shares is subject to such sale being exempt from the prospectus/registration requirements under Applicable Securities Laws and accordingly: (i) the Investor is restricted from using certain of the civil remedies available under such legislation; (ii) the Investor may not receive information that might otherwise be required to be provided to it under such legislation; and (iii) the Issuer is relieved from certain obligations that would otherwise apply under such legislation; (c) the Investor (or others for whom the Investor is contracting hereunder) has been advised to consult its own legal advisors with respect to the merits and risks of an investment in the Securities and with respect to applicable resale restrictions and it (or others for whom it is contracting hereunder) is solely responsible (and the Issuer is in no way responsible) for compliance with applicable resale restrictions; (d) to the knowledge of the Investor, the sale of the Securities was not accompanied by any public advertisement; (e) the offer made by this agreement is irrevocable (subject to the right of the Issuer to reject any Subscription prior to Closing by refunding any subscription funds) and requires acceptance by the Issuer; (f) this Subscription is not enforceable by the Investor unless it has been accepted by the Issuer and the Investor waives any requirement on the Issuer’s behalf to immediately communicate its acceptance for this Subscription to the Investor; (g) the Securities are speculative investments which involve a substantial degree of risk; (h) the Investor is sophisticated in financial investments, has had access to and has received all such information concerning the Issuer that the Investor has considered necessary in connection with the Investor’s investment decision and the Investor will not receive an offering memorandum or similar disclosure document; (i) the subscription proceeds will be available to the Issuer on Closing and this subscription is not conditional on any other subscription completing. The Issuer may pay commissions in connection with this Subscription in its discretion (j) no agency, governmental authority, regulatory body, stock exchange or other entity has made any finding or determination as to the merit for investment of, nor have any such agencies or governmental authorities made any recommendation or endorsement with respect to, the Securities; and (k) the Issuer will rely on the representations and warranties made herein or otherwise provided by the Investor to the Issuer in completing the sale and issue of the Shares to the Investor. 4.2 The Investor hereby agrees that with respect to any personal information provided in this document or otherwise received by or in possession of the Issuer (“Personal Information”), the Investor hereby consents to (a) the disclosure of any Personal Information to the TSX Venture, AMEX and NZSX and such securities commissions as may have jurisdiction over the Issuer; and (b) the further collection, use and disclosure of any Personal Information by the aforesaid regulator authorities for the discharge of their regulatory functions.

Investor’s Acknowledgements – Regarding Risk, Restrictions, Independent Advice. 4.1 The Investor represents and warrants and acknowledges and agrees with (on its own behalf and, if applicable, on behalf of each beneficial purchaser for whom the Investor is contracting hereunder) the Issuer that (a) its decision to execute this Subscription and purchase the Securities agreed to be purchased hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Issuer, and that its decision is based entirely upon its review of information about the Issuer in the Public Record; (b) no prospectus has been filed by the Issuer with any securities commission or similar authority in Canada or elsewhere, in connection with the issuance of the Securities, and the issuance and the sale of the Shares is subject to such sale being exempt from the prospectus/registration requirements under Applicable Securities Laws and accordingly: (i) the Investor is restricted from using certain of the civil remedies available under such legislation; (ii) the Investor may not receive information that might otherwise be required to be provided to it under such legislation; and (iii) the Issuer is relieved from certain obligations that would otherwise apply under such legislation; (c) the Investor (or others for whom the Investor is contracting hereunder) has been advised to consult its own legal advisors with respect to the merits and risks of an investment in the Securities and with respect to applicable resale restrictions and it (or others for whom it is contracting hereunder) is solely responsible (and the Issuer is in no way responsible) for compliance with applicable resale restrictions; (d) to the knowledge of the Investor, the sale of the Securities was not accompanied by any public advertisement; (e) the offer made by this agreement is irrevocable (subject to the right of the Issuer to reject any Subscription prior to Closing by refunding any subscription funds) and requires acceptance by the Issuer; (f) this Subscription is not enforceable by the Investor unless it has been accepted by the Issuer and the Investor waives any requirement on the Issuer’s behalf to immediately communicate its acceptance for this Subscription to the Investor; (g) the Securities are speculative investments which involve a substantial degree of risk; (h) the Investor is sophisticated in financial investments, has had access to and has received all such information concerning the Issuer that the Investor has considered necessary in connection with the Investor’s investment decision and the Investor will not receive an offering memorandum or similar disclosure document; (i) the subscription proceeds will be available to the Issuer on Closing and this subscription is not conditional on any other subscription completing. The Issuer may pay commissions in connection with this Subscription in its discretion (j) no agency, governmental authority, regulatory body, stock exchange or other entity has made any finding or determination as to the merit for investment of, nor have any such agencies or governmental authorities made any recommendation or endorsement with respect to, the Securities; and (k) the Issuer will rely on the representations and warranties made herein or otherwise provided by the Investor to the Issuer in completing the sale and issue of the Shares to the Investor. 4.2 The Investor hereby agrees that with respect to any personal information provided in this document or otherwise received by or in possession of the Issuer (“Personal Information”), the Investor hereby consents to (a) the disclosure of any Personal Information to the TSX Venture, AMEX Venture and NZSX and such securities commissions as may have jurisdiction over the Issuer; and (b) the further collection, use and disclosure of any Personal Information by the aforesaid regulator authorities for the discharge of their regulatory functions.

Investor’s Acknowledgements – Regarding Risk, Restrictions, Independent Advice. 4.1 6.1 The Investor represents and warrants and acknowledges and agrees with (on its own behalf and, if applicable, on behalf of each beneficial purchaser for whom the Investor is contracting hereunder) with the Issuer Corporation that: (a) its decision to execute this Subscription Agreement and purchase the Securities Units agreed to be purchased hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the IssuerCorporation, and that its decision is based entirely upon its review of information about the Issuer Corporation in the Public Record; (b) no prospectus has been filed by the Issuer Corporation with any securities commission or similar authority in Canada or elsewhere, elsewhere in connection with the issuance of the SecuritiesSecurities hereunder, and the issuance and the sale of the Shares Units is subject to such sale being exempt from the prospectus/registration prospectus requirements under Applicable Securities Laws and accordingly: (i) the Investor is restricted from using certain of the civil remedies available under such legislation; (ii) the Investor may not receive information that might otherwise be required to be provided to it under such legislation; and (iii) the Issuer Corporation is relieved from certain obligations that would otherwise apply under such legislation; (c) the Investor (or others for whom the Investor is contracting hereunder) has been advised to consult its own legal advisors with respect to the merits and risks of an investment in the Securities and with respect to applicable resale restrictions restrictions, and it (or others for whom it is contracting hereunder) is solely responsible (and the Issuer Corporation is in no way responsible) for compliance with applicable resale restrictions; (d) to the knowledge of the Investor, the sale of the Securities Units was not accompanied by any public advertisement; (e) the Investor's offer made by this agreement Subscription Agreement is (i) irrevocable (and subject to the right of the Issuer Corporation to reject any Subscription prior to Closing by refunding any subscription fundsfunds and (ii) and requires acceptance by the IssuerCorporation; (f) this Subscription is not enforceable by the Investor unless it has been accepted by the Issuer Corporation and the Investor waives any requirement on the Issuer’s Corporation's behalf to immediately communicate its acceptance for this Subscription to the Investor; (g) the Securities are speculative investments which involve a substantial degree of risk; (h) the Investor is sophisticated in financial investments, has had access to and has received all such information concerning the Issuer Corporation that the Investor has considered necessary in connection with the Investor’s 's investment decision and the Investor will not receive an offering memorandum or similar disclosure documentdocument with respect to the Units offered hereunder; (i) the subscription proceeds will be available to the Issuer on Corporation at Closing and this subscription is not conditional on any other subscription completing. The Issuer Corporation may pay commissions finder's or referral fees in connection with this Subscription in its discretion; (j) no agency, governmental authority, regulatory body, stock exchange or other entity has made any finding or determination as to the merit for investment of, nor have any such agencies or governmental authorities made any recommendation or endorsement with respect to, the Securities; and (k) the Issuer Corporation will rely on the representations and warranties made herein or otherwise provided by the Investor to the Issuer in completing the sale and issue of the Shares Units to the Investor. 4.2 6.2 The Investor hereby agrees that with respect to any personal information provided in this document or otherwise received by or in possession of the Issuer Corporation (“collectively, the "Personal Information”"), the Investor hereby consents to: (a) the disclosure of any Personal Information to the TSX Venture, AMEX and NZSX Exchange and such securities commissions as may have jurisdiction over the IssuerCorporation; and (b) the further collection, use and disclosure of any Personal Information by the aforesaid regulator regulatory authorities for the discharge of their regulatory functions.

Investor’s Acknowledgements – Regarding Risk, Restrictions, Independent Advice. 4.1 The Investor represents and warrants and acknowledges and agrees with (on its own behalf and, if applicable, on behalf of each beneficial purchaser for whom the Investor is contracting hereunder) the Issuer that: (a) its decision to execute this Subscription and purchase the Securities Notes agreed to be purchased hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Issuer, and that its decision is based entirely upon its review of information about the Issuer in the Public Record; (b) no prospectus has been filed by the Issuer with any securities commission or similar authority in Canada or elsewhereauthority, in connection with the issuance of the SecuritiesNotes, and the issuance and the sale of the Shares Notes is subject to such sale being exempt from the prospectus/registration requirements under Applicable Securities Laws and accordingly: (i) the Investor is restricted from using certain of the civil remedies available under such legislation; (ii) the Investor may not receive information that might otherwise be required to be provided to it under such legislation; and (iii) the Issuer is relieved from certain obligations that would otherwise apply under such legislation; (c) the Investor (or others for whom the Investor is contracting hereunder) has been advised to consult its own legal advisors with respect to the merits and risks of an investment in the Securities Notes and with respect to applicable resale restrictions and it (or others for whom it is contracting hereunder) is solely responsible (and the Issuer is in no way responsible) for compliance with applicable resale restrictions; (d) to the knowledge of the Investor, the sale of the Securities Notes was not accompanied by any public advertisement; (e) the offer made by this agreement Subscription is irrevocable (subject to the right of the Issuer to reject any Subscription prior to Closing by refunding any subscription fundsterminate this Subscription) and requires acceptance by the Issuer; (f) this Subscription is not enforceable by the Investor unless it has been accepted by the Issuer and the Investor waives any requirement on the Issuer’s behalf to communicate immediately communicate its acceptance for of this Subscription to the Investor; (g) thInvestor is aware that the Securities are speculative investments which involve Issuer has announced a substantial degree of risk; (h) proposed merger Great China Mining Inc. described in the Public Record and the Investore Investor is sophisticated in financial investments, has had access to and has received all such information concerning the Issuer that the Investor has considered necessary in connection with the Investor’s investment decision and the Investor will not receive an offering memorandum or similar disclosure document; (ih) the subscription proceeds will be available to the Issuer on Closing and this subscription is not conditional on any other subscription completing. The Issuer may pay commissions in connection with this Subscription in its discretion; (ji) no agency, governmental authority, regulatory body, stock exchange or other entity has made any finding or determination as to the merit for investment of, nor have any such agencies or governmental authorities made any recommendation or endorsement with respect to, the Securities; andNotes; (kj) the Issuer will rely on the representations and warranties made herein or otherwise provided by the Investor to the Issuer in completing the sale and issue of the Shares Notes to the Investor.; and (k) the acknowledges that this subscription is not conditional on the merger completing and that there is no assurance of the merger completing. (Investors outside of Canada, go to Section 5, subparagraph 5.2) 4.2 The Investor hereby acknowledges and agrees that with respect the subscription proceeds, subject to any personal information provided in this document or otherwise received by or in possession statutory rights of the Issuer (“Personal Information”)Investor, the Investor hereby consents to (a) the disclosure of any Personal Information will be immediately advanced to the TSX Venture, AMEX Issuer prior to the Closing Date and NZSX and such securities commissions as may have jurisdiction over the Issuer; and (b) the further collection, use and disclosure of held by it pending closing or for return if for any Personal Information by the aforesaid regulator authorities for the discharge of their regulatory functionsreason Closing does not occur.

Investor’s Acknowledgements – Regarding Risk, Restrictions, Independent Advice. 4.1 6.1 The Investor represents and warrants and acknowledges and agrees with (on its own behalf and, if applicable, on behalf of each beneficial purchaser for whom the Investor is contracting hereunder) the Issuer Corporation that: (a) its decision to execute this Subscription Agreement and to purchase the Securities agreed to be purchased hereunder Debenture(s) has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the IssuerCorporation except as set out in the Public Record, and that its decision is based entirely upon its review of information about the Issuer Corporation in the Public Record; (b) no prospectus or registration statement has been filed by the Issuer Corporation with any securities commission or similar authority in Canada the United States or elsewhere, in connection with the issuance of the Securities, and the issuance and the sale of the Shares Securities is subject to such sale being exempt from the prospectus/registration requirements under Applicable Securities Laws and accordingly: (i) the Investor is restricted from using certain of the civil remedies available under such legislation; (ii) the Investor may will not receive information that might otherwise be required to be provided to it under such legislationlegislation which requires a prospectus or registration statement; and (iii) the Issuer Corporation is relieved from certain obligations that would otherwise apply under such legislation; (c) the Investor (or others for whom the Investor is contracting hereunder) has been advised to consult its own legal advisors with respect to the merits and risks of an investment in the Securities and with respect to applicable resale restrictions and it (or others for whom it is contracting hereunder) is solely responsible (and the Issuer Corporation is in no way responsible) for compliance with applicable resale restrictions; (d) to the knowledge of the Investor, the offer and sale of the Securities was not accompanied by any public advertisementadvertisement and the Investor acknowledges that no offering memorandum is being supplied to the Investor in connection with this Offering; (e) the offer made by this agreement Subscription is irrevocable (subject to the right of the Issuer Corporation to reject any Subscription prior to Closing by refunding any subscription fundsterminate this Subscription) and requires pending acceptance or rejection by the IssuerCorporation; (f) this Subscription is not enforceable by the Investor unless it has been accepted by the Issuer and the Investor waives any requirement on the Issuer’s behalf to immediately communicate its acceptance for this Subscription to the Investor; (g) the Securities are speculative investments which involve a substantial degree of risk; (hg) the Investor is sufficiently sophisticated in financial investments, has had access to and has received all such information concerning the Issuer Corporation that the Investor has considered necessary in connection with the Investor’s investment decision and the Investor will not receive an offering memorandum or similar disclosure document; (ih) the Investor’s subscription proceeds will be available to the Issuer Corporation on Closing receipt and this subscription is not conditional on any other subscription completing. The Issuer may pay commissions in connection with this Subscription in its discretion; (ji) no agency, governmental authority, regulatory body, stock exchange or other entity has made any finding or determination as to the merit for investment of, nor have any such agencies or governmental authorities made any recommendation or endorsement with respect to, the Securities; and (kj) the Issuer Investor will rely only on the representations and warranties made herein or otherwise and the Corporation’s Public Record and no information about the Corporation has been requested by the Investor that has not been provided by the Investor to the Issuer in completing the sale and issue of the Shares to the InvestorCorporation. 4.2 The Investor hereby agrees that with respect to any personal information provided in this document or otherwise received by or in possession of the Issuer (“Personal Information”), the Investor hereby consents to (a) the disclosure of any Personal Information to the TSX Venture, AMEX and NZSX and such securities commissions as may have jurisdiction over the Issuer; and (b) the further collection, use and disclosure of any Personal Information by the aforesaid regulator authorities for the discharge of their regulatory functions.

Investor’s Acknowledgements – Regarding Risk, Restrictions, Independent Advice. 4.1 5.1 The Investor represents and warrants and acknowledges and agrees with (on its own behalf and, if applicable, on behalf of each beneficial purchaser for whom the Investor is contracting hereunder) the Issuer that: (a) its decision to execute this Subscription and purchase the Securities Units agreed to be purchased hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Issuer, and that its decision is based entirely upon its review of information about the Issuer in the Public Record; (b) no prospectus has been filed by the Issuer with any securities commission or similar authority in Canada or elsewhereauthority, in connection with the issuance of the SecuritiesUnits, and the issuance and the sale of the Shares Units is subject to such sale being exempt from the prospectus/registration requirements under Applicable Securities Laws and accordingly: (i) the Investor is restricted from using certain of the civil remedies available under such legislation; (ii) the Investor may not receive information that might otherwise be required to be provided to it under such legislation; and (iii) the Issuer is relieved from certain obligations that would otherwise apply under such legislation; (c) the Investor (or others for whom the Investor is contracting hereunder) has been advised to consult its own legal advisors with respect to the merits and risks of an investment in the Securities Units and with respect to applicable resale restrictions and it (or others for whom it is contracting hereunder) is solely responsible (and the Issuer is in no way responsible) for compliance with applicable resale restrictions; (d) to the knowledge of the Investor, the sale of the Securities Units was not accompanied by any public advertisement; (e) the offer made by this agreement Subscription is irrevocable (subject to the right of the Issuer to reject any Subscription prior to Closing by refunding any subscription fundsterminate this Subscription) and requires acceptance by the Issuer; (f) this Subscription is not enforceable by the Investor unless it has been accepted by the Issuer and the Investor waives any requirement on the Issuer’s behalf to communicate immediately communicate its acceptance for of this Subscription to the Investor; (g) the Securities Units are speculative investments which involve a substantial degree of risk; (h) the Investor is sophisticated in financial investments, has had access to and has received all such information concerning the Issuer that the Investor has considered necessary in connection with the Investor’s investment decision and the Investor will not receive an offering memorandum or similar disclosure document; (i) the subscription proceeds will be available to the Issuer on Closing and this subscription is not conditional on any other subscription completing. The Issuer may pay commissions in connection with this Subscription in its discretion; (j) no agency, governmental authority, regulatory body, stock exchange or other entity has made any finding or determination as to the merit for investment of, nor have any such agencies or governmental authorities made any recommendation or endorsement with respect to, the SecuritiesUnits; and (k) the Issuer will rely on the representations and warranties made herein or otherwise provided by the Investor to the Issuer in completing the sale and issue of the Shares Units to the Investor. (Investors outside of Canada, go to Section 6, subparagraph 6.2) 5.2 The Investor hereby acknowledges and agrees that the subscription proceeds, subject to any statutory rights of the Investor, will be immediately advanced to the Issuer prior to the Closing Date and held by it pending closing or for return if for any reason closing does not occur. 4.2 5.3 The Investor hereby agrees that with respect to any personal information provided in this document or otherwise received by or in possession of the Issuer (“Personal Information”), the Investor hereby consents to (a) the disclosure of any Personal Information to the TSX Venture, AMEX and NZSX and such securities commissions as may have jurisdiction over the Issuer; and (b) the further collection, use and disclosure of any Personal Information by the aforesaid regulator authorities for the discharge of their regulatory functions.

Investor’s Acknowledgements – Regarding Risk, Restrictions, Independent Advice. 4.1 The Investor represents and warrants and acknowledges and agrees with (on its own behalf and, if applicable, on behalf of each beneficial purchaser for whom the Investor is contracting hereunder) the Issuer that (a) its decision to execute this Subscription and purchase the Securities agreed to be purchased hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Issuer, and that its decision is based entirely upon its review of information about the Issuer in the Public Record; (b) no prospectus has been filed by the Issuer with any securities commission or similar authority in Canada or elsewhere, in connection with the issuance of the Securities, and the issuance and the sale of the Shares is subject to such sale being exempt from the prospectus/registration requirements under Applicable Securities Laws and accordingly: (i) the Investor is restricted from using certain of the civil remedies available under such legislation; (ii) the Investor may not receive information that might otherwise be required to be provided to it under such legislation; and (iii) the Issuer is relieved from certain obligations that would otherwise apply under such legislation; (c) the Investor (or others for whom the Investor is contracting hereunder) has been advised to consult its own legal advisors with respect to the merits and risks of an investment in the Securities and with respect to applicable resale restrictions and it (or others for whom it is contracting hereunder) is solely responsible (and the Issuer is in no way responsible) for compliance with applicable resale restrictions; (d) to the knowledge of the Investor, the sale of the Securities was not accompanied by any public advertisement; (e) the offer made by this agreement is irrevocable (subject to the right of the Issuer to reject any Subscription prior to Closing by refunding any subscription funds) and requires acceptance by the IssuerIssuer in whole or in part; (f) this Subscription is not enforceable by the Investor unless it has been accepted by the Issuer and the Investor waives any requirement on the Issuer’s behalf to immediately communicate its acceptance for this Subscription to the Investor; (g) the Securities are speculative investments which involve a substantial degree of risk; (h) the Investor is sophisticated in financial investments, has had access to and has received all such information concerning the Issuer that the Investor has considered necessary in connection with the Investor’s investment decision and the Investor will not receive an offering memorandum or similar disclosure document; (i) the subscription proceeds will be available to the Issuer on Closing and this subscription is not conditional on any other subscription completing. The Issuer may pay commissions in connection with this Subscription in its discretion; (j) no agency, governmental authority, regulatory body, stock exchange or other entity has made any finding or determination as to the merit for investment of, nor have any such agencies or governmental authorities made any recommendation or endorsement with respect to, the Securities; and (k) the Issuer will rely on the representations and warranties made herein or otherwise provided by the Investor to the Issuer in completing the sale and issue of the Shares to the Investor. 4.2 The Investor hereby agrees that with respect to any personal information provided in this document or otherwise received by or in possession of the Issuer (“Personal Information”), the Investor hereby consents acknowledges that the TSX Group and its affiliates, authorized agents, subsidiaries and divisions, including the TSX (collectively referred to as the “Exchange”) 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: to conduct background checks, to verify the Personal Information that has been provided about each individual, 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, to consider the eligibility of the Issuer or Applicant to list on the Exchange, 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, to conduct enforcement proceedings, and 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 also collects 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 services 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. (a) 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 (b) the disclosure of any Personal Information to the TSX Venture, AMEX and NZSX and such securities commissions as may have jurisdiction over the Issuer; and (bc) the further collection, use and disclosure of any Personal Information by the aforesaid regulator authorities for the discharge of their regulatory functions.

Investor’s Acknowledgements – Regarding Risk, Restrictions, Independent Advice. 4.1 6.1 The Investor represents and warrants and acknowledges and agrees with (on its own behalf and, if applicable, on behalf of each beneficial purchaser for whom the Investor is contracting hereunder) the Issuer Corporation that: (a) its decision to execute this Subscription Agreement and to purchase the Securities agreed to be purchased hereunder Debenture(s) and the Warrants has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the IssuerCorporation except as set out in the Public Record, and that its decision is based entirely upon its review of information about the Issuer Corporation in the Public Record; (b) no prospectus or registration statement has been filed by the Issuer Corporation with any securities commission or similar authority in Canada Canada, the United States or elsewhere, in connection with the issuance of the Securities, and the issuance and the sale of the Shares Securities is subject to such sale being exempt from the prospectus/registration requirements under Applicable Securities Laws and accordingly: (i) the Investor is restricted from using certain of the civil remedies available under such legislation; (ii) the Investor may will not receive information that might otherwise be required to be provided to it under such legislationlegislation which requires a prospectus or registration statement; and (iii) the Issuer Corporation is relieved from certain obligations that would otherwise apply under such legislation; (c) the Investor (or others for whom the Investor is contracting hereunder) has been advised to consult its own legal advisors with respect to the merits and risks of an investment in the Securities and with respect to applicable resale restrictions and it (or others for whom it is contracting hereunder) is solely responsible (and the Issuer Corporation is in no way responsible) for compliance with applicable resale restrictions; (d) to the knowledge of the Investor, the offer and sale of the Securities was not accompanied by any public advertisementadvertisement and the Investor acknowledges that no offering memorandum is being supplied to the Investor in connection with this Offering; (e) the offer made by this agreement Subscription is irrevocable (subject to the right of the Issuer Corporation to reject any Subscription prior to Closing by refunding any subscription fundsterminate this Subscription) and requires pending acceptance or rejection by the IssuerCorporation; (f) this Subscription is not enforceable by the Investor unless it has been accepted by the Issuer and the Investor waives any requirement on the Issuer’s behalf to immediately communicate its acceptance for this Subscription to the Investor; (g) the Securities are speculative investments which involve a substantial degree of risk;. (hg) the Investor is sufficiently sophisticated in financial investments, has had access to and has received all such information concerning the Issuer Corporation that the Investor has considered necessary in connection with the Investor’s 's investment decision and the Investor will not receive an offering memorandum or similar disclosure document; (ih) the Investor's subscription proceeds will be available to the Issuer Corporation on Closing receipt and this subscription is not conditional on any other subscription completing. The Issuer may pay commissions in connection with this Subscription in its discretion; (ji) no agency, governmental authority, regulatory body, stock exchange or other entity has made any finding or determination as to the merit for investment of, nor have any such agencies or governmental authorities made any recommendation or endorsement with respect to, the Securities; and (kj) the Issuer Investor will rely only on the representations and warranties made herein or otherwise and the Corporation's Public Record and no information about the Corporation has been requested by the Investor that has not been provided by the Investor to the Issuer in completing the sale and issue of the Shares to the InvestorCorporation. 4.2 The Investor hereby agrees that with respect to any personal information provided in this document or otherwise received by or in possession of the Issuer (“Personal Information”), the Investor hereby consents to (a) the disclosure of any Personal Information to the TSX Venture, AMEX and NZSX and such securities commissions as may have jurisdiction over the Issuer; and (b) the further collection, use and disclosure of any Personal Information by the aforesaid regulator authorities for the discharge of their regulatory functions.

Investor’s Acknowledgements – Regarding Risk, Restrictions, Independent Advice. 4.1 5.1 The Investor represents and warrants and acknowledges and agrees with (on its own behalf and, if applicable, on behalf of each beneficial purchaser for whom the Investor is contracting hereunder) the Issuer thatthat : (a) its decision to execute this Subscription Agreement and purchase the Securities Units agreed to be purchased hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Issuer, and that its decision is based entirely upon its review of information about the Issuer in the Public Record; (b) no prospectus has been filed by the Issuer with any securities commission or similar authority in Canada or elsewhere, in connection with the issuance of the SecuritiesUnits, and the issuance and the sale of the Shares Units is subject to such sale being exempt from the prospectus/prospectus and registration requirements under Applicable Securities Laws and accordingly: (i) the Investor is restricted from using certain of the civil remedies available under such legislation;, (ii) the Investor may not receive information that might otherwise be required to be provided to it under such legislation; , and (iii) the Issuer is relieved from certain obligations that would otherwise apply under such legislation; (c) the Investor (or others for whom the Investor is contracting hereunder) has been advised to consult its own legal advisors with respect to the merits and risks of an investment in the Securities Units and with respect to applicable resale restrictions and it (or others for whom it is contracting hereunder) is solely responsible (and the Issuer is in no way responsible) for compliance with applicable resale restrictions; (d) to the knowledge of the Investor, the sale of the Securities Units was not accompanied by any public advertisement; (e) the offer made by this agreement Subscription is irrevocable (subject to the right of the Issuer to reject any Subscription prior to Closing by refunding any subscription fundsterminate this Subscription) and requires acceptance by the Issuer; (f) this Subscription is not enforceable by the Investor unless it has been accepted by the Issuer and the Investor waives any requirement on the Issuer’s behalf to immediately communicate its acceptance for this Subscription to the Investor; (g) the Securities are speculative investments which involve a substantial degree of risk; (h) the Investor is sophisticated in financial investments, has had access to and has received all such information concerning the Issuer that the Investor has considered necessary in connection with the Investor’s investment decision and the Investor will not receive an offering memorandum or similar disclosure document; (i) the subscription proceeds will be available to the Issuer on Closing and this subscription is not conditional on any other subscription completing. The Issuer may pay commissions in connection with this Subscription in its discretionClosing; (j) no agency, governmental authority, regulatory body, stock exchange or other entity has made any finding or determination as to the merit for investment of, nor have any such agencies or governmental authorities made any recommendation or endorsement with respect to, the Securities; and (k) the Issuer will rely on the representations and warranties made herein or otherwise provided by the Investor to the Issuer in completing the sale and issue of the Shares Units to the Investor. 4.2 The Investor hereby agrees that with respect to any personal information provided in this document or otherwise received by or in possession of the Issuer (“Personal Information”), the Investor hereby consents to (a) the disclosure of any Personal Information to the TSX Venture, AMEX and NZSX and such securities commissions as may have jurisdiction over the Issuer; and (b) the further collection, use and disclosure of any Personal Information by the aforesaid regulator authorities for the discharge of their regulatory functions.

Investor’s Acknowledgements – Regarding Risk, Restrictions, Independent Advice. 4.1 6.1 The Investor represents and warrants and acknowledges and agrees with (on its own behalf and, if applicable, on behalf of each beneficial purchaser for whom the Investor is contracting hereunder) the Issuer Corporation that: (a) its decision to execute this Subscription Agreement and to purchase the Securities agreed to be purchased hereunder Common Shares and Debenture(s) has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the IssuerCorporation except as set out in the Public Record, and that its decision is based entirely upon its review of information about the Issuer Corporation in the Public Record; (b) no prospectus or registration statement has been filed by the Issuer Corporation with any securities commission or similar authority in Canada the United States or elsewhere, in connection with the issuance of the Securities, and the issuance and the sale of the Shares Securities is subject to such sale being exempt from the prospectus/registration requirements under Applicable Securities Laws and accordingly: (i) the Investor is restricted from using certain of the civil remedies available under such legislation; (ii) the Investor may will not receive information that might otherwise be required to be provided to it under such legislationlegislation which requires a prospectus or registration statement; and (iii) the Issuer Corporation is relieved from certain obligations that would otherwise apply under such legislation; (c) the Investor (or others for whom the Investor is contracting hereunder) has been advised to consult its own legal and tax advisors with respect to the merits and risks of an investment in the Securities and with respect to applicable resale restrictions and tax consequences and it (or others for whom it is contracting hereunder) is solely responsible (and the Issuer Corporation is in no way responsible) for compliance with applicable resale restrictionsrestrictions and tax requirements; (d) to the knowledge of the Investor, the offer and sale of the Securities was not accompanied by any public advertisementadvertisement and the Investor acknowledges that no offering memorandum is being supplied to the Investor in connection with this Offering; (e) the offer made by this agreement Subscription is irrevocable (subject to the right of the Issuer Corporation to reject any Subscription prior to Closing by refunding any subscription fundsterminate this Subscription) and requires pending acceptance or rejection by the IssuerCorporation; (f) this Subscription is not enforceable by the Investor unless it has been accepted by the Issuer and the Investor waives any requirement on the Issuer’s behalf to immediately communicate its acceptance for this Subscription to the Investor; (g) the Securities are speculative investments which involve a substantial degree of riskrisk including the potential for the complete loss of investment; (hg) the Investor is sufficiently sophisticated in financial investments, has had access to and has received all such information concerning the Issuer Corporation that the Investor has considered necessary in connection with the Investor’s investment decision and the Investor will not receive an offering memorandum or similar disclosure document; (ih) the Investor’s subscription proceeds will be available to the Issuer Corporation on Closing receipt and this subscription is not conditional on any other subscription completing. The Issuer may pay commissions in connection with this Subscription in its discretion; (ji) no agency, governmental authority, regulatory body, stock exchange or other entity has made any finding or determination as to the merit for investment of, nor have any such agencies or governmental authorities made any recommendation or endorsement with respect to, the Securities; and (kj) the Issuer Investor will rely only on the representations and warranties made herein or otherwise and the Corporation’s Public Record and no information about the Corporation has been requested by the Investor that has not been provided by the Investor to the Issuer Corporation. The Corporation will not update any disclosure in completing the sale and issue of the Shares to the Investorconnection with future Tranches. 4.2 The Investor hereby agrees that with respect to any personal information provided in this document or otherwise received by or in possession of the Issuer (“Personal Information”), the Investor hereby consents to (a) the disclosure of any Personal Information to the TSX Venture, AMEX and NZSX and such securities commissions as may have jurisdiction over the Issuer; and (b) the further collection, use and disclosure of any Personal Information by the aforesaid regulator authorities for the discharge of their regulatory functions.

Investor’s Acknowledgements – Regarding Risk, Restrictions, Independent Advice. 4.1 9.1 The Investor represents and warrants and acknowledges and agrees with (on its own behalf and, if applicable, on behalf of each beneficial purchaser for whom the Investor is contracting hereunder) the Issuer that: (a) its decision to execute this Subscription and purchase the Securities agreed to be purchased hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the IssuerIssuer except as set out in the Public Record, and that its decision is based entirely upon its review of information about the Issuer in the Public Record; (b) no prospectus has been filed by the Issuer with any securities commission or similar authority in Canada or elsewhere, in connection with the issuance of the Securities, and the issuance and the sale of the Shares Units is subject to such sale being exempt from the prospectus/registration requirements under Applicable Securities Laws and accordingly: (i) the Investor is restricted from using certain of the civil remedies available under such legislation; (ii) the Investor may not receive information that might otherwise be required to be provided to it under such legislation; and (iii) the Issuer is relieved from certain obligations that would otherwise apply under such legislation; (c) the Investor (or others for whom the Investor is contracting hereunder) has been advised to consult its own legal advisors with respect to the merits and risks of an investment in the Securities and with respect to applicable resale restrictions and it (or others for whom it is contracting hereunder) is solely responsible (and the Issuer is in no way responsible) for compliance with applicable resale restrictions; (d) to the knowledge of the Investor, the sale of the Securities was not accompanied by any public advertisement, however the Issuer will pay a finder's fee in connection with some subscriptions under the Offering; (e) the offer made by this agreement Subscription is irrevocable (subject to the right of the Issuer to reject any Subscription prior to Closing by refunding any subscription fundsterminate this Subscription) and requires acceptance by the Issuer; (f) this Subscription is not enforceable by the Investor unless it has been accepted by the Issuer and the Investor waives any requirement on the Issuer’s 's behalf to immediately communicate its acceptance for this Subscription to the Investor; (g) the Securities are speculative investments which involve a substantial degree of risk; (h) the Investor is sophisticated in financial investments, has had access to and has received all such information concerning the Issuer that the Investor has considered necessary in connection with the Investor’s 's investment decision and the Investor will not receive an offering memorandum or similar disclosure document; (i) the subscription proceeds Subscription Proceeds will be available to the Issuer on Closing and this subscription is not conditional on any other subscription completing. The Issuer may pay commissions in connection with this Subscription in its discretion; (j) no agency, governmental authority, regulatory body, stock exchange or other entity has made any finding or determination as to the merit for investment of, nor have any such agencies or governmental authorities made any recommendation or endorsement with respect to, the Securities; and (k) the Issuer will rely on the representations and warranties made herein or otherwise provided by the Investor to the Issuer in completing the sale and issue of the Shares Units to the Investor. 4.2 The Investor hereby agrees that with respect to any personal information provided in this document or otherwise received by or in possession of the Issuer (“Personal Information”), the Investor hereby consents to (a) the disclosure of any Personal Information to the TSX Venture, AMEX and NZSX and such securities commissions as may have jurisdiction over the Issuer; and (b) the further collection, use and disclosure of any Personal Information by the aforesaid regulator authorities for the discharge of their regulatory functions.