Common use of Private Placement Exemptions Clause in Contracts

Private Placement Exemptions. If the Purchaser is resident in Canada, the Purchaser and each beneficial purchaser, if any, for whom it is acting as agent or trustee is eligible to purchase the Shares and Warrants pursuant to the “accredited investor” exemption from the prospectus requirements of Securities Laws provided by section 2.3 of National Instrument 45-106, and the Purchaser has properly completed, executed and delivered to the Company the certificate set forth in Schedule “A” attached hereto and the information contained therein is true and correct and the representations, warranties and covenants contained in Schedule “A” attached hereto will be true and correct both as of the date of execution of this Subscription Agreement and as at the Closing Date;