Common use of Representations, Warranties and Covenants of the Issuer Clause in Contracts

Representations, Warranties and Covenants of the Issuer. The Issuer hereby represents and warrants to, and covenants with, the Subscriber as follows and acknowledges that the Subscriber is relying on such acknowledgements, representations, warranties and covenants in connection with the transactions contemplated herein: (a) the Issuer is a valid and subsisting corporation incorporated and in good standing under the laws of British Columbia; (b) the Issuer is duly registered and licensed to carry on business in the jurisdictions in which it carries on business or owns property where required under the laws of that jurisdiction; (c) this Subscription Agreement has been or will be by the Closing, duly authorized by all necessary corporate action on the part of the Issuer, and the Issuer has or will have by the Closing full corporate power and authority to undertake the Offering; (d) the common shares of the Issuer are, and will continue to be as of the Closing Date, listed and posted for trading on Nasdaq and the TSX; (e) the Issuer will apply to and use commercially reasonable efforts to obtain the listing of the Unit Shares and Warrant Shares issuable under the Offering on Nasdaq and the TSX, as applicable; (f) the Issuer has complied, or will comply, with all applicable corporate and securities laws and regulations in connection with the offer, sale and issuance of the Securities; (g) no order has been issued and is persisting ceasing or suspending trading in the securities of the Issuer or prohibiting sale of its securities by the directors, officers or promoters of the Issuer; (h) the Issuer is a “reporting issuer” in the Provinces of British Columbia, Alberta, Saskatchewan, Ontario and New Brunswick and is not included on the list of defaulting reporting issuers issued by the securities regulators in those jurisdictions; (i) upon their issuance on the Closing Date, the Unit Shares will be validly issued and outstanding as fully paid and non-assessable common shares in the capital of the Issuer and the Warrants will be validly issued and the DRS Advices or certificates representing, as applicable, such Unit Shares and Warrants will be validly delivered; (j) upon exercise of the Warrants in accordance with the terms thereof, the Warrant Shares will be validly issued and outstanding as fully paid and non-assessable common shares in the capital of the Issuer; (k) it will reserve or set aside sufficient shares in its treasury to issue the Unit Shares and Warrant Shares; (l) other than with respect to the Offering, there is no “material fact” or “material change” (as those terms are defined in applicable Securities Laws) in the affairs of the Issuer that has not been generally disclosed to the public; and (m) this Subscription Agreement constitutes a binding and enforceable obligation of the Issuer, enforceable in accordance with its terms.

Representations, Warranties and Covenants of the Issuer. 5.1 The Issuer hereby represents and represents, warrants to, and covenants withthat, as of the Subscriber as follows date given above and acknowledges that at the Subscriber is relying on such acknowledgements, representations, warranties and covenants in connection with the transactions contemplated hereinClosing: (a) the Issuer is a valid and subsisting corporation incorporated and in good standing under the laws of the Province of British Columbia; (b) the Issuer is duly registered and licensed to carry on business in the jurisdictions in which it carries on business or owns property where required under the laws of that jurisdiction; (c) this Subscription Agreement has been or will be by the Closing, duly authorized by all necessary corporate action on the part and issued capital of the Issuer, Issuer are as disclosed in the Offering Memorandum and the outstanding shares of the Issuer has or will have by the Closing full corporate power are fully paid and authority to undertake the Offeringnon-assessable; (d) the common shares of the Issuer are, and will continue to be as of the Closing Date, listed and posted for trading on Nasdaq and the TSX; (e) the Issuer will apply to and use commercially reasonable efforts to obtain the listing of the Unit Shares and Warrant Shares issuable under the Offering on Nasdaq and the TSX, as applicable; (f) the Issuer has complied, or will comply, with all applicable corporate and securities laws and regulations in connection with the offer, sale and issuance of the Securities; (g) no order has been issued and is persisting ceasing or suspending trading in the securities of the Issuer or prohibiting sale of its securities by the directors, officers or promoters of the Issuer; (h) the Issuer is a “reporting issuer” in the Provinces of British Columbia, Alberta, Saskatchewan, Ontario and New Brunswick and is not included on the list of defaulting reporting issuers issued by the securities regulators in those jurisdictions; (i) upon their issuance on the Closing Date, the Unit Shares will be validly issued and outstanding as fully paid and non-assessable common shares in the capital of the Issuer and the Warrants will be validly issued and the DRS Advices or certificates representing, as applicable, such Unit Shares and Warrants will be validly delivered; (j) upon exercise of the Warrants in accordance with the terms thereof, the Warrant Shares will be validly issued and outstanding as fully paid and non-assessable common shares in the capital of the Issuer; (k) it will reserve or set aside sufficient shares in its treasury to issue the Unit Shares FT Shares, the NFT Share and the Warrant Shares, and upon their issuance, the FT Shares, the NFT Share and the Warrant Shares will be duly and validly issued as fully paid and non-assessable; (le) other than with respect to except as qualified by the Offering, there is no “material fact” or “material change” (as those terms are defined in applicable Securities Laws) disclosure in the affairs Offering Memorandum, the Issuer is the beneficial owner of the properties, business and assets or the interests in the properties, business or assets referred to in the Offering Memorandum, all agreements by which the Issuer holds an interest in a property, business or assets are in good standing according to their terms and the properties are in good standing under the applicable laws of the jurisdictions in which they are situated; (f) the financial statements of the Issuer that has not incorporated by reference in the Offering Memorandum and filed with any of the Commissions have all been prepared in accordance with Canadian generally disclosed to accepted accounting principles, accurately reflect the publicfinancial position and all material liabilities (accrued, absolute, contingent or otherwise) of the Issuer as of the date thereof, and no adverse material changes in the financial position of the Issuer have taken place since the date thereof; and (mg) the Offering Memorandum does not contain a "misrepresentation" (as defined in the Acts) 5.2 The representations and warranties contained in this Subscription Agreement constitutes section will survive the Closing for a binding and enforceable obligation period of the Issuer, enforceable in accordance with its termsone year.

Representations, Warranties and Covenants of the Issuer. 7.1 The Subscriber acknowledges that the representations and warranties contained herein are made by it with the intention that such representations and warranties may be relied upon by the Issuer and its legal counsel in determining the Subscriber's eligibility to purchase the Securities under applicable legislation, or (if applicable) the eligibility of others on whose behalf it is contracting hereunder to purchase the Securities under applicable legislation. The Subscriber further agrees that by accepting delivery of the certificates representing the Shares and the Warrants on the Closing Date, it will be representing and warranting that the representations and warranties contained herein are true and correct as at the Closing Date with the same force and effect as if they had been made by the Subscriber on the Closing Date and that they will survive the purchase by the Subscriber of the Securities and will continue in full force and effect notwithstanding any subsequent disposition by the Subscriber of such Securities. 7.2 The Issuer hereby warrants and represents and warrants to, and covenants with, with the Subscriber that, except as follows and acknowledges that set out expressly in any specific subsection below, as of the Subscriber is relying on such acknowledgements, representations, warranties and covenants in connection with the transactions contemplated hereindate of this Agreement: (a) the Issuer is a valid and subsisting corporation incorporated duly organized and in good standing under the laws of the Province of British Columbia; (b) the Issuer is duly registered has full power and licensed authority to carry on business enter into and perform this Agreement and to do all other acts which are necessary to consummate the transactions contemplated in the jurisdictions in which it carries on business or owns property where required under the laws of that jurisdictionAgreement; (c) the Issuer is a "reporting issuer" in British Columbia, Alberta and Ontario and the Common Shares are listed and posted for trading on the TSXV; (d) no order ceasing or suspending trading in the securities of the Issuer nor prohibiting sale of such securities has been issued to the Issuer or its directors, officers or promoters and, to the knowledge of the Issuer, no investigations or proceedings for such purposes are pending or threatened; (e) the Issuer has complied and will fully comply with the requirements of applicable securities and corporate legislation in respect of the Offering; (f) the issuance and sale of the Offered Securities does not and will not conflict with and does not and will not result in a breach of any of the terms, conditions, or provisions of the constating documents of the Issuer or any agreement or instrument to which the Issuer is a party or by which its assets are affected; (g) this Subscription Agreement has been or will be by at the Closing, duly authorized by all necessary corporate action on the part of the Issuer, and the Issuer has or will have by the Closing full corporate power and authority to undertake the Offering; (d) the common shares constitutes a valid obligation of the Issuer are, legally binding upon it and will continue to be as of the Closing Date, listed and posted for trading on Nasdaq and the TSX; (e) enforceable against the Issuer will apply in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium and use commercially reasonable efforts other laws of general application affecting the enforcement of creditors' rights generally and as limited by laws relating to obtain the listing availability of the Unit Shares and Warrant Shares issuable under the Offering on Nasdaq and the TSX, as applicable; (f) the Issuer has complied, or will comply, with all applicable corporate and securities laws and regulations in connection with the offer, sale and issuance of the Securities; (g) no order has been issued and is persisting ceasing or suspending trading in the securities of the Issuer or prohibiting sale of its securities by the directors, officers or promoters of the Issuerequitable remedies; (h) the Issuer is a “reporting issuer” Common Shares and Warrant Shares, upon payment in full therefor, will, at the Provinces time of British Columbiaissue, Albertabe duly allotted, Saskatchewanvalidly issued, Ontario and New Brunswick and is not included on the list of defaulting reporting issuers issued by the securities regulators in those jurisdictions; (i) upon their issuance on the Closing Date, the Unit Shares will be validly issued and outstanding as fully paid and non-assessable common shares in the capital of the Issuer and the Warrants will be validly issued free of all liens, charges and the DRS Advices or certificates representing, as applicable, such Unit Shares and Warrants will be validly delivered; (j) upon exercise of the Warrants in accordance with the terms thereof, the Warrant Shares will be validly issued and outstanding as fully paid and non-assessable common shares in the capital of the Issuer; (k) it will reserve or set aside sufficient shares in its treasury to issue the Unit Shares and Warrant Shares; (l) other than with respect to the Offering, there is no “material fact” or “material change” (as those terms are defined in applicable Securities Laws) in the affairs of the Issuer that has not been generally disclosed to the publicencumbrances; and (mi) this Subscription Agreement constitutes a binding on the Closing, the approvals from the Exchange that are required for the transactions herein contemplated to occur at Closing will have been obtained other than any post-Closing filings referred to in the conditional acceptance letter from the Exchange and enforceable obligation of the Issuer, enforceable in accordance with its termsfilings required under applicable securities laws.

Representations, Warranties and Covenants of the Issuer. The Issuer hereby represents and warrants toto the Subscriber, and covenants with, the Subscriber as follows and acknowledges that the Subscriber is relying on upon such acknowledgements, representations, representations and warranties and covenants in connection with the transactions contemplated herein, that: (a) the Issuer is a valid and subsisting corporation incorporated and in good standing under the laws of British Columbia; (b) the Issuer is duly registered and licensed to carry on business in the jurisdictions in which it carries on business or owns property where required under the laws of that jurisdiction; (c) this Subscription Agreement has been or will be by the Closing, duly authorized by all necessary corporate action on the part of the Issuer, and the Issuer has or will have by the Closing full corporate power and authority to undertake the Offering; (d) the common shares of the Issuer are, and will continue to be as of the Closing Date, listed and posted for trading on Nasdaq and the TSXExchange; (e) the Issuer will apply to to, and use commercially reasonable efforts to obtain the listing of the Unit Note Shares and Warrant Shares issuable under the Offering on Nasdaq and on, the TSX, as applicableExchange; (f) the Issuer will use commercially reasonable efforts to assist the Subscriber to remove restrictive legends from the certificates for the Securities, to the extent permissible under Securities Laws; (g) the Issuer has complied, or will comply, with all applicable corporate and securities laws and regulations in connection with the offer, sale and issuance of the Securities; (gh) no order has been issued and is persisting ceasing or suspending trading in the securities of the Issuer or prohibiting sale of its securities by has been issued to the Issuer or its directors, officers or promoters of the Issuerpromoters; (hi) the Issuer is a “reporting issuer” in the Provinces provinces of British Columbia, Alberta, Saskatchewan, Ontario and New Brunswick and is not included on the list of defaulting reporting issuers issued by the securities regulators in those jurisdictions; (ij) upon their issuance on conversion of the Closing DateConvertible Note, the Unit Note Shares will be validly issued and outstanding as fully paid and non-assessable common shares in the capital of the Issuer and the Warrants will be validly issued and the DRS Advices or certificates representing, as applicable, such Unit Shares and Warrants will be validly deliveredIssuer; (jk) upon exercise of the Warrants in accordance with the terms thereof, the Warrant Shares will be validly issued and outstanding as fully paid and non-assessable common shares in the capital of the Issuer; (kl) it the Issuer will reserve or set aside sufficient shares in its treasury to issue the Unit Note Shares and Warrant Shares; (lm) other than with respect to the Offering, there is no “material fact” or “material change” (as those terms are defined in applicable Securities Laws) in the affairs of the Issuer that has not been generally disclosed to the public; and (mn) this Subscription Agreement constitutes a binding and enforceable obligation of the Issuer, enforceable in accordance with its terms.

Representations, Warranties and Covenants of the Issuer. 5.1 The Issuer hereby represents and represents, warrants to, and covenants withthat, as of the Subscriber as follows date given above and acknowledges that at the Subscriber is relying on such acknowledgements, representations, warranties and covenants in connection with the transactions contemplated hereinClosing: (a) the Issuer is a valid and subsisting corporation incorporated and in good standing under the laws of the Province of British Columbia; (b) the Issuer is duly registered and licensed to carry on business in the jurisdictions in which it carries on business or owns property where required under the laws of that jurisdiction; (c) the issued capital of the Issuer is fully paid and non-assessable; (d) the Issuer will reserve or set aside sufficient shares in its treasury to issue the FT Shares and the Warrant Shares, and upon their issuance the FT Shares and the Warrant Shares will be duly and validly issued as fully paid and non-assessable; (e) except as qualified by the disclosure in all prospectuses, filing statements and press releases filed with the Commissions or the Exchange or the Offering Memorandum, if any, (the "Disclosure Record"), the Company is the beneficial owner of the properties, business and assets or the interests in the properties, business or assets referred to in the Disclosure Record, and the properties are in good standing under the applicable laws of the jurisdictions in which they are situated; (f) the financial statements of the Issuer filed with any of the Commissions have all been prepared in accordance with Canadian generally accepted accounting principles, accurately reflect the financial position and all material liabilities (accrued, absolute, contingent or otherwise) of the Issuer as of the date thereof, and no adverse material changes in the financial position of the Issuer have taken place since the date thereof; (g) the Issuer has complied and will comply fully with the requirements of all applicable corporate and securities laws and administrative policies and directions, including, without limitation, the Acts and the COMPANY ACT (British Columbia) in relation to the issue and trading of its securities and in all matters relating to the Private Placement; (h) there is not presently, and will not be until the closing of the Private Placement, any material change, as defined in the Acts, relating to the Issuer or change in any material fact, as defined in the Acts, relating to the Issuer or any of the Securities which has not been or will not be fully disclosed in accordance with the requirements of the Acts and the policies of the Exchange; (i) the issue and sale of the Securities by the Issuer does not and will not conflict with, and does not and will not result in a breach of, any of the terms of the Issuer's incorporating documents or any agreement or instrument to which the Issuer is a party; (j) the Issuer is not a party to any actions, suits or proceedings which could materially affect its business or financial condition, and to the best of the Issuer's knowledge no such actions, suits or proceedings are contemplated or have been threatened; (k) there are no judgments against the Issuer which are unsatisfied, nor is the Issuer subject to any consent decrees or injunctions; (l) this Subscription Agreement has been or will be by the Closing, duly authorized by all necessary corporate action on the part of the Issuer, and the Issuer has or will have by the Closing full corporate power and authority to undertake the OfferingPrivate Placement; (dm) the common shares Issuer is or will be prior to the Closing a "Qualifying Issuer" as defined in Multilateral Instrument 45-102 and the "hold period" under Multilateral Instrument 45-102 will not exceed four months from the date of issuance of the Issuer are, and will continue to be as Purchased Securities in respect of the Closing DateFT Shares, listed and posted for trading on Nasdaq the Warrants and the TSXWarrant Shares; (en) the Issuer will apply to and use commercially reasonable efforts to obtain the listing is not in default of any of the Unit Shares and Warrant Shares issuable under requirements of the Offering on Nasdaq and Acts or any of the TSX, as applicableadministrative policies or notices of the Exchange; (f) the Issuer has complied, or will comply, with all applicable corporate and securities laws and regulations in connection with the offer, sale and issuance of the Securities; (go) no order has been issued and is persisting ceasing or suspending trading in the securities of the Issuer or nor prohibiting the sale of such securities has been issued to and is outstanding against the Issuer or its securities by the directors, officers or promoters of the Issueror against any other companies that have common directors, officers or promoters and no investigations or proceedings for such purposes are pending or threatened; (hp) the Issuer is a “reporting issuer” except as disclosed in the Provinces Disclosure Record, no person has any right, agreement or option, present or future, contingent or absolute, or any right capable of British Columbiabecoming such a right, Albertaagreement or option, Saskatchewan, Ontario and New Brunswick and is not included on for the list issue or allotment of defaulting reporting issuers issued by the securities regulators in those jurisdictions; (i) upon their issuance on the Closing Date, the Unit Shares will be validly issued and outstanding as fully paid and non-assessable common any unissued shares in the capital of the Issuer and or its subsidiaries, if any, or any other security convertible into or exchangeable for any such shares, or to require the Warrants will be validly Issuer or its subsidiaries, if any, to purchase, redeem or otherwise acquire any of the issued and the DRS Advices or certificates representing, as applicable, such Unit Shares and Warrants will be validly deliveredoutstanding shares in its capital; (jq) upon exercise the Issuer has filed all federal, provincial, local and foreign tax returns which are required to be filed, or have requested extensions thereof, and have paid all taxes required to be paid by them and any other assessment, fine or penalty levied against them, to the extent that any of the Warrants foregoing is due and payable, except for such assessments, fines and penalties which are currently being contested in accordance with the terms thereof, the Warrant Shares will be validly issued and outstanding as fully paid and non-assessable common shares in the capital of the Issuer; (k) it will reserve or set aside sufficient shares in its treasury to issue the Unit Shares and Warrant Shares; (l) other than with respect to the Offering, there is no “material fact” or “material change” (as those terms are defined in applicable Securities Laws) in the affairs of the Issuer that has not been generally disclosed to the publicgood faith; and (mr) this Subscription Agreement constitutes the Issuer has established on its books and records reserves which are adequate for the payment of all taxes not yet due and payable and there are no liens for taxes on the assets of the Issuer or its subsidiaries, if any, except for taxes not yet due, and there are no audits of any of the tax returns of the Issuer which are known by the Issuer's management to be pending, and there are no claims which have been or may be asserted relating to any such tax returns which, if determined adversely, would result in the assertion by any governmental agency of any deficiency which would have a binding and enforceable obligation material adverse effect on the properties, business or assets of the Issuer, enforceable . 5.2 The representations and warranties contained in accordance with its termsthis section will survive the Closing.

Representations, Warranties and Covenants of the Issuer. 6.1 The Issuer hereby represents and warrants to, and covenants with, to the Subscriber that, as follows of the date hereof and acknowledges that at the Subscriber is relying on such acknowledgements, representations, warranties and covenants in connection with the transactions contemplated hereinClosing Date: (a) the Issuer Issuer, and each of its subsidiaries is a valid and subsisting corporation incorporated and in good standing under the laws of British Columbiaits incorporation or continuation; (b) the Issuer Issuer, and each of its subsidiaries is duly registered incorporated and licensed to carry on business in the jurisdictions in which it carries on business or owns property where required under the laws of that jurisdiction; (c) the Issuer will reserve or set aside sufficient shares in its treasury to issue the Shares and the Warrant Shares and upon their issuance the Shares and the Warrant Shares will be duly and validly issued as fully paid and non-assessable; (d) the Issuer is a “reporting issuer” in the provinces of British Columbia, Alberta, Manitoba, Ontario and Quebec and is not in default of any of the requirements of the Securities Laws and no order ceasing or suspending trading in securities of the Issuer nor prohibiting the sale of such securities has been issued to and is outstanding against the Issuer or any of its directors, officers or promoters or against any other companies that have common directors, officers or promoters and no investigations or proceedings for such purposes are pending or threatened; (e) the authorized capital of the Issuer consists of 100,000,000 common shares with a par value of U.S.$0.00001 and 20,000,000 preferred shares with a par value of U.S.$0.00001, of which 33,081,271 common shares and no preferred shares are issued and outstanding as at August 11, 2010. (f) the Shares are listed for trading on the TSX-V and the Common Shares and Warrant Shares to be issued hereunder will, at the time of issue, be conditionally listed on the TSX-V; (g) except as qualified by the Disclosure Record, the Issuer or its subsidiaries, if any, as the case may be, is the beneficial owner of the properties, business and assets or the interests in the properties or business or assets referred to in the Disclosure Record, all agreements by which the Issuer or any of its subsidiaries holds an interest in a property or business are in good standing according to their terms and the properties in which the Issuer or subsidiary holds an interest are in good standing under the applicable laws of the jurisdictions in which they are situated; (h) the financial statements of the Issuer contained in the Disclosure Record have all been prepared in accordance with United States generally accepted accounting principles, accurately reflect the financial position and all material liabilities (accrued, absolute, contingent or otherwise) of the Issuer and its subsidiaries, if any, (on a consolidated basis) as of the date thereof, and no adverse material changes in the financial position of the Issuer or any of its subsidiaries, if any, has taken place since the latest date thereof; (i) the Disclosure Record does not contain any material misrepresentations nor does it omit any material fact relating to the Issuer; (j) the Issuer has complied and will comply fully in all material respects with the requirements of all applicable corporate laws and Securities Laws in relation to the issue and trading of its securities and in all matters relating to the Private Placement; (k) except as publicly disclosed, there is not presently, and will not be prior to Closing, any material change, as defined in the Ontario Act, relating to the Issuer or change in any material fact, as defined in the Ontario Act, relating to any of the Units which has not been or will not be fully disclosed in accordance with the requirements of the Ontario Act; (l) the issue and sale of the Units by the Issuer does not and will not conflict with, and does not and will not result in a breach of, any of the terms of the Issuer’s constating documents or any agreement or instrument to which the Issuer is a party or by which it is bound; (m) other than as disclosed in the Disclosure Record, neither the Issuer nor its subsidiaries is a party to any actions, suits or proceedings which could materially affect its respective business or financial condition, and to the best of the Issuer’s knowledge, no such actions, suits or proceedings are contemplated or have been threatened; (n) there are no judgments against the Issuer or its subsidiaries which are unsatisfied, nor is the Issuer or its subsidiaries subject to any consent decrees or injunctions; (o) this Subscription Agreement has been or will be by the Closing, duly authorized by all necessary corporate action on the part of the Issuer, and the Issuer has or will have by the Closing full corporate power and authority to undertake the OfferingPrivate Placement; (dp) the common shares Issuer has filed all federal, provincial, local and foreign tax returns which are required to be filed, or have requested extensions thereof, and have paid all taxes required to be paid by them and any other assessment, fine or penalty levied against them, to the extent that any of the Issuer areforegoing is due and payable, except for such assessments, fines and will continue to be as of the Closing Date, listed and posted for trading on Nasdaq and the TSXpenalties which are currently being contested in good faith; (eq) the Issuer will apply to and use commercially all reasonable efforts to obtain the listing of the Unit Shares and Warrant Shares issuable under the Offering on Nasdaq and the TSXfile, as applicable; (f) required, the Issuer has complied, or will comply, with all applicable corporate and securities laws and regulations in connection with Registration Statement within the offer, sale and issuance of the Securities; (g) no order has been issued and is persisting ceasing or suspending trading time period set forth in the securities of the Issuer or prohibiting sale of its securities by the directors, officers or promoters of the Issuer; (h) the Issuer is a “reporting issuer” in the Provinces of British Columbia, Alberta, Saskatchewan, Ontario and New Brunswick and is not included on the list of defaulting reporting issuers issued by the securities regulators in those jurisdictions; (i) upon their issuance on the Closing Date, the Unit Shares will be validly issued and outstanding as fully paid and non-assessable common shares in the capital of the Issuer and the Warrants will be validly issued and the DRS Advices or certificates representing, as applicable, such Unit Shares and Warrants will be validly delivered; (j) upon exercise of the Warrants in accordance with the terms thereof, the Warrant Shares will be validly issued and outstanding as fully paid and non-assessable common shares in the capital of the Issuer; (k) it will reserve or set aside sufficient shares in its treasury to issue the Unit Shares and Warrant Shares; (l) other than with respect to the Offering, there is no “material fact” or “material change” (as those terms are defined in applicable Securities Laws) in the affairs of the Issuer that has not been generally disclosed to the publicRegistration Rights Agreement; and (mr) this Subscription Agreement constitutes a binding the representations and enforceable obligation warranties of the IssuerIssuer set forth herein and in the Agency Agreement are and, enforceable at Closing will be, true and correct. 6.2 By its acceptance of this offer, the Issuer confirms that the Subscriber will have the benefit of all of the representations, warranties, covenants and conditions provided to, or for the benefit of, the Agent under the Agency Agreement as if such representations, warranties, covenants and conditions were made directly to the Subscriber under this Agreement and the Issuer acknowledges that the Subscriber has relied on the representations, warranties and covenants contained in accordance the Agency Agreement. 6.3 The Issuer shall indemnify, defend and hold the Subscriber (which term shall, for the purposes of this section, include the Subscriber or its shareholders, managers, partners, directors, officers, members, employees, direct or indirect investors, agents and affiliates and assignees and the stockholders, partners, directors, members, managers, officers, employees, direct or indirect investors and agents of such affiliates and assignees) harmless against any and all liabilities, loss, cost or damage, together with its termsall reasonable costs and expenses related thereto (including reasonable legal and accounting fees and expenses), arising from, relating to, or connected with the untruth, inaccuracy or breach of any statement, representation, warranty or covenant of the Issuer contained herein or in the Agency Agreement. The Issuer undertakes to the Subscriber to notify the Agent immediately of any change in any representation, warranty or other material information relating to the Issuer set forth in this Agreement which takes place prior to the Closing Date.

Representations, Warranties and Covenants of the Issuer. 4.1 The Issuer hereby represents and represents, warrants to, and covenants withthat, as of the Subscriber as follows date given above and acknowledges that at the Subscriber is relying on such acknowledgements, representations, warranties and covenants in connection with the transactions contemplated hereinClosing: (a) the Issuer is a valid and subsisting corporation incorporated and in good standing under the laws of British Columbiathe State of Colorado; (b) the Issuer is duly registered and licensed to carry on business in the jurisdictions in which it carries on business or owns property where required under the laws of that jurisdiction; (c) the authorized capital of the Issuer consists of an unlimited number of common shares, of which as of February 28, 2007, 36,971,788 common shares are issued and outstanding and the outstanding shares of the Issuer are fully paid and non-assessable; (d) the Issuer will reserve or set aside sufficient shares in its treasury to issue the Common Shares and upon their issuance, the Common Shares will be duly and validly issued as fully paid and non- assessable; (e) except as qualified by the disclosure in all prospectuses, financial statements, information circulars, annual information forms, press releases and material change reports (the “Disclosure Record”) filed with any of the Commissions, the Issuer is the beneficial owner of the properties, business and assets or the interests in the properties, business or assets referred to in the Disclosure Record, all agreements by which the Issuer holds an interest in a property, business or assets are in good standing according to their terms and the properties in which the Issuer holds an interest are in good standing under the applicable laws of the jurisdictions in which they are situated; (f) the financial statements of the Issuer contained in the Disclosure Record, filed with any of the Commissions have all been prepared in accordance with Canadian generally accepted accounting principles, accurately reflect the financial position and all material liabilities (accrued, absolute, contingent or otherwise) of the Issuer as of the date thereof, and no adverse material changes in the financial position of the Issuer have taken place since the date thereof; (g) the Issuer has complied and will comply fully with the requirements of all applicable corporate and securities laws and administrative policies and directions, including, without limitation, the Acts and the Colorado Corporation Code in relation to the issue and trading of its securities and in all matters relating to the Private Placement; (h) there is not presently, and will not be until the closing of the Private Placement, any material change, as defined in the Acts, relating to the Issuer or change in any material fact, as defined in the Acts, relating to any of the Common Shares which has not been or will not be fully disclosed in accordance with the requirements of the Acts and the policies of the Exchange; (i) the issue and sale of the Common Shares by the Issuer does not and will not conflict with, and does not and will not result in a breach of, any of the terms of the Issuer’s incorporating documents or any agreement or instrument to which the Issuer is a party or by which it is bound; (j) neither the Issuer nor its subsidiaries is a party to any actions, suits or proceedings which could materially affect its respective business or financial condition, and to the best of the Issuer’s knowledge no such actions, suits or proceedings are contemplated or have been threatened; (k) there are no judgments against the Issuer or its subsidiaries which are unsatisfied, nor is the Issuer or its subsidiaries subject to any consent decrees or injunctions; (l) this Subscription Agreement has been or will be by the Closing, duly authorized by all necessary corporate action on the part of the Issuer, and the Issuer has or will have by the Closing full corporate power and authority to undertake the OfferingPrivate Placement; (dm) the common shares Issuer is not in material default of any of the Issuer are, and will continue to be as requirements of the Closing Date, listed and posted for trading on Nasdaq and Acts or any of the TSXadministrative policies or notices of the Exchange; (e) the Issuer will apply to and use commercially reasonable efforts to obtain the listing of the Unit Shares and Warrant Shares issuable under the Offering on Nasdaq and the TSX, as applicable; (f) the Issuer has complied, or will comply, with all applicable corporate and securities laws and regulations in connection with the offer, sale and issuance of the Securities; (gn) no order has been issued and is persisting ceasing or suspending trading in the securities of the Issuer or nor prohibiting the sale of such securities has been issued to and is outstanding against the Issuer or its securities by the directors, officers or promoters of the Issueror against any other companies that have common directors, officers or promoters and no investigations or proceedings for such purposes are pending or threatened; (ho) the Issuer is a “reporting issuer” except for as provided in the Provinces Disclosure Record, no person has any right, agreement or option, present or future, contingent or absolute, or any right capable of British Columbiabecoming such a right, Albertaagreement or option, Saskatchewan, Ontario and New Brunswick and is not included on for the list issue or allotment of defaulting reporting issuers issued by the securities regulators in those jurisdictions; (i) upon their issuance on the Closing Date, the Unit Shares will be validly issued and outstanding as fully paid and non-assessable common any unissued shares in the capital of the Issuer and or its subsidiaries, or any other security convertible into or exchangeable for any such shares, or to require the Warrants will be validly Issuer or its subsidiaries to purchase, redeem or otherwise acquire any of the issued and the DRS Advices or certificates representing, as applicable, such Unit Shares and Warrants will be validly deliveredoutstanding shares in its capital; (jp) upon exercise the Issuer and its subsidiaries, if any, have filed all federal, provincial, local and foreign tax returns which are required to be filed, or have requested extensions thereof, and have paid all taxes required to be paid by them and any other assessment, fine or penalty levied against them, to the extent that any of the Warrants foregoing is due and payable, except for such assessments, fines and penalties which are currently being contested in accordance with good faith; (q) the terms thereofIssuer has established on its books and records reserves which are adequate for the payment of all taxes not yet due and payable and there are no liens for taxes on the assets of the Issuer or its subsidiaries except for taxes not yet due, and there are no audits of any of the Warrant Shares will tax returns of the Issuer which are known by the Issuer’s management to be validly issued pending, and outstanding as fully paid and non-assessable common shares there are no claims which have been or may be asserted relating to any such tax returns which, if determined adversely, would result in the capital assertion by any governmental agency of any deficiency which would have a material adverse effect on the properties, business or assets of the Issuer. (r) the Issuer is a reporting issuer in British Columbia, Alberta and Ontario, and the common shares of the Issuer are listed for trading on the Exchange and the Issuer is in material compliance with the rules and regulations of such body; (ks) it the Issuer is not an “investment company” within the meaning of the Investment Company Act of 1940 (United States); (t) neither the Issuer nor any of its affiliates, nor any person acting on its or their behalf (i) has made or will reserve make any “directed selling efforts” (as such term is defined in Regulation S of the 1933 Act) in the United States, or set aside sufficient shares (ii) has engaged in its treasury or will engage in any form of General Solicitation or General Advertising in the United States with respect to issue offers or sales of the Unit Shares and Warrant Common Shares; (lu) other than the Issuer has not, for a period of six months prior to the date hereof, sold, offered for sale or solicited any offer to buy any of its securities in a manner that would be integrated with the offer and sale of the Common Shares and would cause the exemption from registration set forth in Rule 506 of Regulation D or Rule 903 of Regulation S of the 1933 Act to become unavailable with respect to the Offering, there is no “material fact” or “material change” (as those terms are defined in applicable Securities Laws) in the affairs offer and sale of the Issuer that has not been generally disclosed to the publicCommon Shares; and (mv) the Issuer is a “domestic issuer” (as such term is defined in Regulation S of the 1933 Act); (w) the Issuer is a "reporting issuer" under section 12 of the 1934 Act and is not in default of any of the requirements of the 1934 Act; and (x) the Issuer will use all reasonable efforts to file, as required, the Registration Statement within the time period set forth in the Registration Rights Agreement. 4.2 The representations and warranties contained in this section will survive the Closing for a period of six months. 4.3 By its acceptance of this offer, the Issuer confirms that the Subscriber will have the benefit of all of the representations, warranties, covenants and conditions provided to or for the benefit of the Underwriters under the Underwriting Agreement as if such representations, warranties, covenants and conditions were made directly to the Subscriber under this Subscription Agreement constitutes a binding and enforceable obligation the Issuer acknowledges that the Subscriber has relied on the representations and warranties contained in the Underwriting Agreement. 4.4 The Issuer shall indemnify, defend and hold the Subscriber (which term shall, for the purposes of this section, include the Subscriber or its shareholders, managers, partners, directors, officers, members, employees, direct or indirect investors, agents and affiliates and assignees and the stockholders, partners, directors, members, managers, officers, employees, direct or indirect investors and agents of such affiliates and assignees) harmless against any and all liabilities, loss, cost or damage, together with all reasonable costs and expenses related thereto (including reasonable legal and accounting fees and expenses), arising from, relating to, or connected with the untruth, inaccuracy or breach of any statement, representation, warranty or covenant of the Issuer, enforceable in accordance with its termsIssuer contained herein.

Representations, Warranties and Covenants of the Issuer. The Issuer hereby represents and warrants torepresents, warrants, and covenants with, and agrees to and with the Subscriber as follows (and acknowledges that the Subscriber is relying thereon) that: 4.1 the Issuer has the full corporate right, power and authority to execute and deliver this Subscription Agreement and to issue the Securities to the Subscriber; 4.2 each of the Issuer, and any subsidiary it may have, is licensed, registered or qualified as an extra- provincial or foreign corporation in all jurisdictions where the character of the property or assets thereof owned or leased or the nature of the activities conducted by it make licensing, registration or qualification necessary and is carrying on the business thereof in compliance with all applicable laws, rules and regulations of each such acknowledgementsjurisdiction; 4.3 upon acceptance this Subscription Agreement constitutes a binding obligation of the Issuer enforceable in accordance with its terms; 4.4 the Issuer will make all necessary filings (including Form 45-106F1 – Report of Exempt Distribution and, representationsif applicable, warranties Form 45-106F6 – British Columbia Report of Exempt Distribution), obtain all necessary regulatory consents and covenants approvals (if any), and pay all filing fees required to be paid in connection with the transactions contemplated herein:by this Subscription Agreement; (a) 4.5 the Issuer is a valid and subsisting corporation incorporated and "private issuer" as that term is defined in good standing under National Instrument 45-106 of the laws Canadian Securities Administrators ("NI 45 106") or Regulation 45-106 in the Province of British ColumbiaQuébec; (b) 4.6 the Issuer is duly registered and licensed to carry on business in the jurisdictions in which it carries on business or owns property where required under the laws of that jurisdiction; (c) this Subscription Agreement has been or since its incorporation and will be by be, immediately after the Closing, duly authorized a Canadian-controlled private corporation as defined in the Tax Act; 4.7 the Issuer, if applicable, is in compliance with all timely and continuous disclosure obligations under applicable Securities Laws and the policies, rules and regulations of any stock exchange, and, without limiting the generality of the foregoing, there has been no adverse material change (actual, proposed or prospective, whether financial or otherwise) in the business, results of operations, prospects, assets, liabilities (contingent or otherwise) or capital or financial condition of the Issuer on a consolidated basis which has not been publicly disclosed and all the statements set forth in all documents publicly filed by all necessary corporate action or on behalf of the Issuer pursuant to applicable Securities Laws were true, correct and complete and did not contain any misrepresentation as of the date of such statements and the Issuer has not filed any confidential material change reports since the date of such statements which remains confidential as of the date hereof; 4.8 Assuming the accuracy of the representations made by the Subscriber in Section 3 of this Agreement, no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal or provincial governmental authority is required on the part of the Issuer, and the Issuer has or will have by the Closing full corporate power and authority to undertake the Offering; (d) the common shares of the Issuer are, and will continue to be as of the Closing Date, listed and posted for trading on Nasdaq and the TSX; (e) the Issuer will apply to and use commercially reasonable efforts to obtain the listing of the Unit Shares and Warrant Shares issuable under the Offering on Nasdaq and the TSX, as applicable; (f) the Issuer has complied, or will comply, with all applicable corporate and securities laws and regulations in connection with the offer, sale and issuance consummation of the Securities; (g) no order has been issued and is persisting ceasing or suspending trading in the securities of the Issuer or prohibiting sale of its securities transactions contemplated by the directorsthis Agreement, officers or promoters of the Issuer; (h) the Issuer is a “reporting issuer” in the Provinces of British Columbia, Alberta, Saskatchewan, Ontario and New Brunswick and is not included on the list of defaulting reporting issuers issued by the securities regulators in those jurisdictions; except for (i) upon their issuance on the Closing Datefiling of the Articles of Amendment, which will have been filed as of the Unit Shares Initial Closing, and (ii) any applicable filings pursuant to Section 4.4 and 4.7 of this Agreement; and 4.9 the Issuer will be validly issued and outstanding as fully paid and non-assessable ensure that the common shares in issued hereunder comprising the capital of the Issuer and the Warrants will be validly issued and the DRS Advices or certificates representingShares shall, as applicable, such Unit Shares and Warrants will be validly delivered; (j) upon exercise of the Warrants issuance in accordance with the terms thereofhereof, the Warrant Shares will be validly duly issued and outstanding as fully paid and non-assessable common shares in the capital of the Issuer; (k) it will reserve or set aside sufficient shares in its treasury to issue the Unit Shares and Warrant Shares; (l) other than with respect to the Offering, there is no “material fact” or “material change” (as those terms are defined in applicable Securities Laws) in the affairs of the Issuer that has not been generally disclosed to the public; and (m) this Subscription Agreement constitutes a binding and enforceable obligation of the Issuer, enforceable in accordance with its terms.

Representations, Warranties and Covenants of the Issuer. The Issuer hereby represents and warrants to, and covenants with, the Subscriber as follows and acknowledges that the Subscriber is relying on such acknowledgements, representations, warranties and covenants in connection with the transactions contemplated herein: (a) the Issuer is a valid and subsisting corporation incorporated and in good standing under the laws of British Columbia; (b) the Issuer is duly registered and licensed to carry on business in the jurisdictions in which it carries on business or owns property where required under the laws of that jurisdiction; (c) this Subscription Agreement has been or will be by the Closing, duly authorized by all necessary corporate action on the part of the Issuer, and the Issuer has or will have by the Closing full corporate power and authority to undertake the Offering; (d) the common shares of the Issuer are, and will continue to be as of the Closing Date, listed and posted for trading on Nasdaq and the TSX; (e) the Issuer will apply to and use commercially reasonable efforts to obtain the listing of the Unit Shares and Warrant Shares issuable under the Offering on Nasdaq and the TSX, as applicable; (f) the Issuer has complied, or will comply, with all applicable corporate and securities laws and regulations in connection with the offer, sale and issuance of the Securities; (g) no order has been issued and is persisting ceasing or suspending trading in the securities of the Issuer or prohibiting sale of its securities by the directors, officers or promoters of the Issuer; (h) the Issuer is a “reporting issuer” in the Provinces of British Columbia, Alberta, Saskatchewan, Ontario and New Brunswick and is not included on the list of defaulting reporting issuers issued by the securities regulators in those jurisdictions; (i) upon their issuance on the Closing Date, the Unit Shares will be validly issued and outstanding as fully paid and non-assessable common shares in the capital of the Issuer and the Warrants will be validly issued and the DRS Advices or certificates representing, as applicable, representing such Unit Shares and Warrants will be validly delivered; (j) upon exercise of the Warrants in accordance with the terms thereof, the Warrant Shares will be validly issued and outstanding as fully paid and non-assessable common shares in the capital of the Issuer; (k) it will reserve or set aside sufficient shares in its treasury to issue the Unit Shares and Warrant Shares; (l) other than with respect to the Offering, there is no “material fact” or “material change” (as those terms are defined in applicable Securities Laws) in the affairs of the Issuer that has not been generally disclosed to the public; and (m) this Subscription Agreement constitutes a binding and enforceable obligation of the Issuer, enforceable in accordance with its terms.

Representations, Warranties and Covenants of the Issuer. 5.1 The Issuer hereby represents and represents, warrants to, and covenants with, the Subscriber as follows and acknowledges that the Subscriber is relying on such acknowledgements, representations, representations and warranties and covenants in connection with the transactions contemplated hereinherein that, as of the date given above and at the Closing: (a) the Issuer is a and its subsidiaries, if any, are valid and subsisting corporation corporations incorporated and in good standing under the laws of British Columbiathe jurisdiction in which they are incorporated, continued or amalgamated; (b) the Issuer is and its subsidiaries, if any, are duly registered and licensed to carry on business in the jurisdictions in which it carries on business or owns property where required under the laws of that jurisdiction; (c) the authorized capital of the Issuer consists of an unlimited number of common shares without par value and an unlimited number of Class “A” preferred shares with a par value of $1.00 each, of which 54,451,716 common shares and no Class “A” preferred shares were issued and outstanding as at January 25, 2017. The outstanding common shares of the Issuer are fully paid and non-assessable; (d) the Issuer will reserve or set aside sufficient shares in its treasury to issue the Shares and the Warrant Shares and upon their issuance the Shares and the Warrant Shares will be duly and validly issued as fully paid and non-assessable; (e) except as qualified by the disclosure in all prospectuses, financial statements, information circulars, annual information forms, press releases and material change reports filed with any of the Commissions and any other documents (the “Disclosure Documents”) filed on xxx.xxxxx.xxx (collectively, the “Disclosure Record”), the Issuer and its Subsidiaries, if any, are the beneficial owners of the properties, business and assets or the interests in the properties, business or assets referred to in the Disclosure Record, all agreements by which the Issuer and its Subsidiaries, if any, hold an interest in a property, business or assets are in good standing according to their terms and the properties in which the Issuer holds an interest are in good standing under the applicable laws of the jurisdictions in which they are situated, and the Issuer does not have any subsidiaries or own any material properties, business or assets not disclosed in the Disclosure Record; (f) as of the time the Disclosure Documents were filed with the applicable securities regulators and on xxx.xxxxx.xxx (or, if amended or superseded by a filing prior to the date of this Subscription Agreement, then on the date of such filing): (i) each of the Disclosure Documents complied in all material respects with the requirements of the applicable securities laws; and (ii) none of the Disclosure Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (g) the financial statements of the Issuer contained in the Disclosure Record filed with any of the Commissions have all been prepared in accordance with Canadian generally accepted accounting principles or International Financial Reporting Standards, comply in all material respects with the published rules and regulations under applicable securities laws, accurately reflect the financial position and all material liabilities (accrued, absolute, contingent or otherwise) of the Issuer as of the date thereof, and no adverse material changes in the financial position of the Issuer have taken place since the date thereof; (h) the Issuer has complied and will comply fully with the requirements of all applicable corporate and securities laws and administrative policies and directions, including, without limitation, the Acts and the Business Corporations Act (British Columbia) in relation to the issue and trading of its securities and in all matters relating to the Private Placement; (i) there is not presently, and will not be until the closing of the Private Placement, any material change, as defined in the Acts, relating to the Issuer or change in any material fact, as defined in the Acts, relating to any of the Securities which has not been or will not be fully disclosed in accordance with the requirements of the Acts and the policies of the Exchange; (j) the execution of this Agreement, and the issue and sale of the Securities by the Issuer does not and will not conflict with, and does not and will not result in a breach of, any of the terms of the Issuer’s incorporating documents or any agreement or instrument to which the Issuer is a party or by which it is bound; (k) neither the Issuer nor its subsidiaries is a party to any actions, suits or proceedings which could materially affect its respective business or financial condition, and to the best of the Issuer’s knowledge no such actions, suits or proceedings are contemplated or have been threatened; (l) there are no judgments against the Issuer or its subsidiaries which are unsatisfied, nor is the Issuer or its subsidiaries subject to any consent decrees or injunctions; (m) this Agreement has been or will be by the Closing, duly authorized by all necessary corporate action on the part of the Issuer, duly executed and delivered by the Issuer, it constitutes a legal, valid and binding agreement of the Issuer enforceable against the Issuer and the Issuer has or will have by the Closing full corporate power and authority to undertake the OfferingPrivate Placement; (dn) the common shares “restricted period” under National Instrument 45-102 will not exceed four months and one day from the date of Closing in respect of each of the Issuer are, and will continue to be as of the Closing Date, listed and posted for trading on Nasdaq Shares and the TSXWarrant Shares; (eo) the Issuer will apply to and use commercially reasonable efforts to obtain the listing is not in default of any of the Unit Shares and Warrant Shares issuable under requirements of the Offering on Nasdaq and Acts or any of the TSX, as applicableadministrative policies or notices of the Exchange; (f) the Issuer has complied, or will comply, with all applicable corporate and securities laws and regulations in connection with the offer, sale and issuance of the Securities; (gp) no order has been issued and is persisting ceasing or suspending trading in the securities of the Issuer or nor prohibiting the sale of such securities has been issued to and is outstanding against the Issuer or its securities by the directors, officers or promoters or against any other companies that have common directors, officers or promoters and no investigations or proceedings for such purposes are pending or threatened; (q) except as provided in the Disclosure Record, no person has any right, agreement or option, present or future, contingent or absolute, or any right capable of becoming such a right, agreement or option, for the issue or allotment of any unissued shares in the capital of the Issuer or its subsidiaries, if any, or any other security convertible into or exchangeable for any such shares, or to require the Issuer or its subsidiaries to purchase, redeem or otherwise acquire any of the issued and outstanding shares in its capital; (r) the Issuer and its subsidiaries, if any, have filed all federal, provincial, local and foreign tax returns which are required to be filed, or have requested extensions thereof, and have paid all taxes required to be paid by them and any other assessment, fine or penalty levied against them, to the extent that any of the foregoing is due and payable, except for such assessments, fines and penalties which are currently being contested in good faith; (s) the Issuer has established on its books and records reserves which are adequate for the payment of all taxes not yet due and payable and there are no liens for taxes on the assets of the Issuer or its subsidiaries, if any, except for taxes not yet due, and there are no audits of any of the tax returns of the Issuer which are known by the Issuer’s management to be pending, and there are no claims which have been or may be asserted relating to any such tax returns which, if determined adversely, would result in the assertion by any governmental agency of any deficiency which would have a material adverse effect on the properties, business or assets of the Issuer; (ht) the Issuer is a “reporting issuer” within the meaning of the Acts, and the Issuer will use its best efforts to remain a reporting issuer in the Provinces of British Columbia, Alberta, Saskatchewan, Alberta and Ontario and New Brunswick and is not included on for a minimum of two (2) years after the list of defaulting reporting issuers issued by the securities regulators in those jurisdictionsClosing; (iu) upon their issuance on the Closing Date, the Unit Shares will be validly issued and outstanding as fully paid and non-assessable common shares in the capital of the Issuer are listed for trading in the Exchange and neither the Issuer nor any subsidiary thereof, if any, shall take any action which would be reasonably expected to result in the delisting or suspension of the Shares on or from the Exchange or on or from any securities exchange, market or quoting facility on which the Shares are then listed or quoted and the Warrants will be validly issued Issuer is in compliance and shall comply, in all material respects, with the DRS Advices or certificates representing, as applicable, such Unit Shares rules and Warrants will be validly deliveredregulations of the Exchange; (jv) upon exercise the Issuer is not an “investment company” within the meaning of the Warrants in accordance with the terms thereof, the Warrant Shares will be validly issued and outstanding as fully paid and non-assessable common shares in the capital Investment Company Act of the Issuer0000 (Xxxxxx Xxxxxx); (kw) it will reserve or set aside sufficient shares the Issuer is a “foreign issuer” (as such term is defined in its treasury to issue the Unit Shares Regulation S) and Warrant Shares; (l) other than with respect to the Offering, there is no “material fact” or “material changesubstantial U.S. market interest” (as those terms are such term is defined in applicable Securities LawsRegulation S) in the affairs Securities; (x) the Issuer is not required to file reports under Section 13(a) of Section 15(d) of the Issuer that has not been generally disclosed to the public; andU.S. Exchange Act; (my) this Subscription Agreement constitutes a binding and enforceable obligation neither the Issuer nor any of its affiliates, nor any person on its or their behalf (i) has made or will make any “directed selling efforts” (as such term is defined in Regulation S) in the IssuerUnited States, enforceable in accordance with its terms.or

Representations, Warranties and Covenants of the Issuer. The Issuer hereby represents and warrants to, and covenants with, the Subscriber as follows and acknowledges that the Subscriber is relying on such acknowledgements, representations, warranties and covenants in connection with the transactions contemplated herein: (a) the Issuer is a valid and subsisting corporation incorporated and in good standing under the laws of British Columbia; (b) the Issuer is duly registered and licensed to carry on business in the jurisdictions in which it carries on business or owns property where required under the laws of that jurisdiction; (c) this Subscription Agreement has been or will be by the Closing, duly authorized by all necessary corporate action on the part of the Issuer, and the Issuer has or will have by the Closing full corporate power and authority to undertake the Offering; (d) the common shares of the Issuer are, and will continue to be as of the Closing Date, listed and posted for trading on Nasdaq and the TSXNasdaq; (e) the Issuer will apply to and use commercially reasonable efforts to obtain the listing of the Unit Shares and Warrant Shares issuable under the Offering on Nasdaq Nasdaq, if and the TSX, as applicablewhen such Shares are eligible to be listed on Nasdaq; (f) the Issuer has complied, or will comply, with all applicable corporate and securities laws and regulations in connection with the offer, sale and issuance of the Securities; (g) no order has been issued and is persisting ceasing or suspending trading in the securities of the Issuer or prohibiting sale of its securities by the directors, officers or promoters of the Issuer; (h) the Issuer is a “reporting issuer” in the Provinces of British Columbia, Alberta, Saskatchewan, Ontario and New Brunswick and is not included on the list of defaulting reporting issuers issued by the securities regulators in those jurisdictions; (i) upon their issuance on the Closing Date, the Unit Shares will be validly issued and outstanding as fully paid and non-assessable common shares in the capital of the Issuer and the Warrants will be validly issued and the DRS Advices or certificates representing, as applicable, representing such Unit Shares and Warrants will be validly delivered; (j) upon exercise of the Warrants in accordance with the terms thereoftheir respective terms, the Warrant Shares will be validly issued and outstanding as fully paid and non-assessable common shares in the capital of the Issuer; (k) it will reserve or set aside sufficient shares in its treasury to issue the Unit Shares and Warrant Shares; (l) other than with respect to the Offering, there is no “material fact” or “material change” (as those terms are defined in applicable Securities Laws) in the affairs of the Issuer that has not been generally disclosed to the public; and (m) this Subscription Agreement constitutes a binding and enforceable obligation of the Issuer, enforceable in accordance with its terms.

Representations, Warranties and Covenants of the Issuer. 5.1 The Issuer hereby represents and represents, warrants to, and covenants withthat, as of the Subscriber as follows date given above and acknowledges that at the Subscriber is relying on such acknowledgements, representations, warranties and covenants in connection with the transactions contemplated hereinClosing: (a) the Issuer is a valid and subsisting corporation incorporated and in good standing under the laws of the Province of British Columbia; (b) the Issuer is duly registered and licensed to carry on business in the jurisdictions in which it carries on business or owns property where required under the laws of that jurisdiction; (c) the authorized and issued capital of the Issuer are as disclosed in the Offering Memorandum and the outstanding shares of the Issuer are fully paid and non-assessable; (d) the Issuer will reserve or set aside sufficient shares in its treasury to issue the FT Shares and the Warrant Shares, and upon their issuance the FT Shares and the Warrant Shares will be duly and validly issued as fully paid and non-assessable; (e) except as qualified by the disclosure in the Offering Memorandum, the Issuer is the beneficial owner of the properties, business and assets or the interests in the properties, business or assets referred to in the Disclosure Record, all agreements by which the Issuer holds an interest in a property, business or assets are in good standing according to their terms and the properties are in good standing under the applicable laws of the jurisdictions in which they are situated; (f) the financial statements of the Issuer incorporated by reference in the Offering Memorandum and filed with any of the Commissions have all been prepared in accordance with Canadian generally accepted accounting principles, accurately reflect the financial position and all material liabilities (accrued, absolute, contingent or otherwise) of the Issuer as of the date thereof, and no adverse material changes in the financial position of the Issuer have taken place since the date thereof; (g) the Offering Memorandum does not contain a "misrepresentation" (as defined in the Acts); (h) the Issuer has complied and will comply fully with the requirements of all applicable corporate and securities laws and administrative policies and directions, including, without limitation, the Acts and the COMPANY ACT (British Columbia) in relation to the issue and trading of its securities and in all matters relating to the Private Placement; (i) there is not presently, and will not be until the closing of the Private Placement, any material change, as defined in the Acts, relating to the Issuer or change in any material fact, as defined in the Acts, relating to the Issuer or any of the Securities which has not been or will not be fully disclosed in accordance with the requirements of the Acts and the policies of the Exchange; (j) the issue and sale of the Securities by the Issuer does not and will not conflict with, and does not and will not result in a breach of, any of the terms of the Issuer's incorporating documents or any agreement or instrument to which the Issuer is a party; (k) the Issuer is not a party to any actions, suits or proceedings which could materially affect its business or financial condition, and to the best of the Issuer's knowledge no such actions, suits or proceedings are contemplated or have been threatened; (l) there are no judgments against the Issuer which are unsatisfied, nor is the Issuer subject to any consent decrees or injunctions; (m) this Subscription Agreement has been or will be by the Closing, duly authorized by all necessary corporate action on the part of the Issuer, and the Issuer has or will have by the Closing full corporate power and authority to undertake the OfferingPrivate Placement; (dn) the common shares Issuer is or will be prior to the Closing a "Qualifying Issuer" as defined in Multilateral Instrument 45-102 and the "hold period" under Multilateral Instrument 45-102 will not exceed four months from the date of issuance of the Issuer are, and will continue to be as Purchased Securities in respect of the Closing DateFT Shares, listed and posted for trading on Nasdaq the Warrants and the TSXWarrant Shares; (eo) the Issuer will apply to and use commercially reasonable efforts to obtain the listing is not in default of any of the Unit Shares and Warrant Shares issuable under requirements of the Offering on Nasdaq and Acts or any of the TSX, as applicableadministrative policies or notices of the Exchange; (f) the Issuer has complied, or will comply, with all applicable corporate and securities laws and regulations in connection with the offer, sale and issuance of the Securities; (gp) no order has been issued and is persisting ceasing or suspending trading in the securities of the Issuer or nor prohibiting the sale of such securities has been issued to and is outstanding against the Issuer or its securities by the directors, officers or promoters of the Issueror against any other companies that have common directors, officers or promoters and no investigations or proceedings for such purposes are pending or threatened; (hq) the Issuer is a “reporting issuer” except as disclosed in the Provinces Offering Memorandum, no person has any right, agreement or option, present or future, contingent or absolute, or any right capable of British Columbiabecoming such a right, Albertaagreement or option, Saskatchewan, Ontario and New Brunswick and is not included on for the list issue or allotment of defaulting reporting issuers issued by the securities regulators in those jurisdictions; (i) upon their issuance on the Closing Date, the Unit Shares will be validly issued and outstanding as fully paid and non-assessable common any unissued shares in the capital of the Issuer and or its subsidiaries, if any, or any other security convertible into or exchangeable for any such shares, or to require the Warrants will be validly Issuer or its subsidiaries, if any, to purchase, redeem or otherwise acquire any of the issued and the DRS Advices or certificates representing, as applicable, such Unit Shares and Warrants will be validly deliveredoutstanding shares in its capital; (jr) upon exercise the Issuer has filed all federal, provincial, local and foreign tax returns which are required to be filed, or have requested extensions thereof, and have paid all taxes required to be paid by them and any other assessment, fine or penalty levied against them, to the extent that any of the Warrants foregoing is due and payable, except for such assessments, fines and penalties which are currently being contested in accordance with the terms thereof, the Warrant Shares will be validly issued and outstanding as fully paid and non-assessable common shares in the capital of the Issuer; (k) it will reserve or set aside sufficient shares in its treasury to issue the Unit Shares and Warrant Shares; (l) other than with respect to the Offering, there is no “material fact” or “material change” (as those terms are defined in applicable Securities Laws) in the affairs of the Issuer that has not been generally disclosed to the publicgood faith; and (ms) this Subscription Agreement constitutes the Issuer has established on its books and records reserves which are adequate for the payment of all taxes not yet due and payable and there are no liens for taxes on the assets of the Issuer or its subsidiaries, if any, except for taxes not yet due, and there are no audits of any of the tax returns of the Issuer which are known by the Issuer's management to be pending, and there are no claims which have been or may be asserted relating to any such tax returns which, if determined adversely, would result in the assertion by any governmental agency of any deficiency which would have a binding and enforceable obligation material adverse effect on the properties, business or assets of the Issuer, enforceable . 5.2 The representations and warranties contained in accordance with its termsthis section will survive the Closing.

Representations, Warranties and Covenants of the Issuer. The Issuer hereby represents and warrants to, and covenants with, the Subscriber as follows and acknowledges that the Subscriber is relying on such acknowledgements, representations, warranties and covenants in connection with the transactions contemplated hereinthat: (a) the Issuer It is a valid duly organized and subsisting corporation incorporated and in good standing validly existing under the laws of British Columbia;the State. (b) It has full legal right, power and authority pursuant to the Act to refund the 1992 Bonds and to finance the 1998 Project through the issuance of the Project Bonds; has made the necessary findings that the issuance of the Project Bonds will preserve jobs and employment opportunities and assist in the development of industrial activities to the benefit of the people of the County, has given any necessary notices and has taken all other steps and followed all procedures required by the Constitution and laws of the State (including the Act) in connection therewith; and has full legal right, power and authority to (i) enter into the Issuer is duly registered Documents, (ii) issue, sell and licensed to deliver the Project Bonds and (iii) carry on business in out and consummate all other transactions contemplated by the jurisdictions in which it carries on business or owns property where required under the laws of that jurisdiction;Issuer Documents. (c) this Subscription Agreement It has been or will be by the Closing, duly authorized by (i) the execution, delivery and performance of the Project Bonds and the Issuer Documents and (ii) the taking of any and all necessary corporate action such actions as may be required on the part of the IssuerIssuer to carry out, give effect to and consummate the Issuer has or will have transactions contemplated by the Closing full corporate power and authority to undertake the Offering;such instruments. (d) the common shares of the The Issuer areDocuments constitute legal, valid and will continue to be as of the Closing Date, listed and posted for trading on Nasdaq and the TSX; (e) the Issuer will apply to and use commercially reasonable efforts to obtain the listing of the Unit Shares and Warrant Shares issuable under the Offering on Nasdaq and the TSX, as applicable; (f) the Issuer has complied, or will comply, with all applicable corporate and securities laws and regulations in connection with the offer, sale and issuance of the Securities; (g) no order has been issued and is persisting ceasing or suspending trading in the securities of the Issuer or prohibiting sale of its securities by the directors, officers or promoters of the Issuer; (h) the Issuer is a “reporting issuer” in the Provinces of British Columbia, Alberta, Saskatchewan, Ontario and New Brunswick and is not included on the list of defaulting reporting issuers issued by the securities regulators in those jurisdictions; (i) upon their issuance on the Closing Date, the Unit Shares will be validly issued and outstanding as fully paid and non-assessable common shares in the capital of the Issuer and the Warrants will be validly issued and the DRS Advices or certificates representing, as applicable, such Unit Shares and Warrants will be validly delivered; (j) upon exercise of the Warrants in accordance with the terms thereof, the Warrant Shares will be validly issued and outstanding as fully paid and non-assessable common shares in the capital of the Issuer; (k) it will reserve or set aside sufficient shares in its treasury to issue the Unit Shares and Warrant Shares; (l) other than with respect to the Offering, there is no “material fact” or “material change” (as those terms are defined in applicable Securities Laws) in the affairs of the Issuer that has not been generally disclosed to the public; and (m) this Subscription Agreement constitutes a binding and enforceable obligation special obligations of the Issuer, enforceable in accordance with their respective terms and, when authenticated by the Trustee in accordance with the provisions of the Indenture, the Project Bonds will constitute legal, valid and binding special obligations of the Issuer in conformity with the provisions of the Act and the Constitution of the State. (e) To the knowledge of the Issuer there is no action, suit, proceeding, inquiry, or investigation at law or in equity or before or by any court, public board or body, pending or threatened against the Issuer which in any manner questions the validity of the Act, the powers of the Issuer referred to in paragraph (b) above or the validity of any proceedings taken by the Issuer in connection with the issuance of the Project Bonds or wherein any unfavorable decision, ruling or finding could materially adversely affect the transactions contemplated by this Agreement or which, in any way, would adversely affect the validity or enforceability of the Project Bonds or the Issuer Documents, (or of any other instrument required or contemplated for use in consummating the transactions contemplated thereby and hereby). (f) The execution and delivery by the Issuer of the Project Bonds and the Issuer Documents, in compliance with the provisions of each of such instruments will not conflict with or constitute a breach of, or default under, any material commitment, agreement or other instrument to which the Issuer is a party or by which it is bound, or under any provision of the Act, the Constitution of the State or any existing law, rule, regulation, ordinance, judgment, order or decree to which the Issuer is subject. (g) The Issuer will do or cause to be done all things necessary, so far as lawful, to preserve and keep in full force and effect its termsexistence or to assure the assumption of its obligations under the Issuer Documents and the Bonds by any successor public body.

Representations, Warranties and Covenants of the Issuer. 5.1 The Issuer hereby represents and represents, warrants to, and covenants withthat, as of the Subscriber as follows date given above and acknowledges that at the Subscriber is relying on such acknowledgements, representations, warranties and covenants in connection with the transactions contemplated hereinClosing: (a) the Issuer is a valid and subsisting corporation incorporated and in good standing under the laws of the Province of British Columbia; (b) the Issuer is duly registered and licensed to carry on business in the jurisdictions in which it carries on business or owns property where required under the laws of that jurisdiction; (c) this Subscription Agreement has been or will be by the Closing, duly authorized by all necessary corporate action on the part and issued capital of the Issuer, Issuer are as disclosed in the Offering Memorandum and the outstanding shares of the Issuer has or will have by the Closing full corporate power are fully paid and authority to undertake the Offeringnon-assessable; (d) the common shares of the Issuer are, and will continue to be as of the Closing Date, listed and posted for trading on Nasdaq and the TSX; (e) the Issuer will apply to and use commercially reasonable efforts to obtain the listing of the Unit Shares and Warrant Shares issuable under the Offering on Nasdaq and the TSX, as applicable; (f) the Issuer has complied, or will comply, with all applicable corporate and securities laws and regulations in connection with the offer, sale and issuance of the Securities; (g) no order has been issued and is persisting ceasing or suspending trading in the securities of the Issuer or prohibiting sale of its securities by the directors, officers or promoters of the Issuer; (h) the Issuer is a “reporting issuer” in the Provinces of British Columbia, Alberta, Saskatchewan, Ontario and New Brunswick and is not included on the list of defaulting reporting issuers issued by the securities regulators in those jurisdictions; (i) upon their issuance on the Closing Date, the Unit Shares will be validly issued and outstanding as fully paid and non-assessable common shares in the capital of the Issuer and the Warrants will be validly issued and the DRS Advices or certificates representing, as applicable, such Unit Shares and Warrants will be validly delivered; (j) upon exercise of the Warrants in accordance with the terms thereof, the Warrant Shares will be validly issued and outstanding as fully paid and non-assessable common shares in the capital of the Issuer; (k) it will reserve or set aside sufficient shares in its treasury to issue the Unit FT Shares and the Warrant Shares, and upon their issuance, the FT Shares and the Warrant Shares will be duly and validly issued as fully paid and non-assessable; (le) other than with respect to except as qualified by the Offering, there is no “material fact” or “material change” (as those terms are defined in applicable Securities Laws) disclosure in the affairs Offering Memorandum, the Issuer is the beneficial owner of the properties, business and assets or the interests in the properties, business or assets referred to in the Offering Memorandum, all agreements by which the Issuer holds an interest in a property, business or assets are in good standing according to their terms and the properties are in good standing under the applicable laws of the jurisdictions in which they are situated; (f) the financial statements of the Issuer that has not incorporated by reference in the Offering Memorandum and filed with any of the Commissions have all been prepared in accordance with Canadian generally disclosed to accepted accounting principles, accurately reflect the publicfinancial position and all material liabilities (accrued, absolute, contingent or otherwise) of the Issuer as of the date thereof, and no adverse material changes in the financial position of the Issuer have taken place since the date thereof; and (mg) the Offering Memorandum does not contain a "misrepresentation" (as defined in the Acts) 5.2 The representations and warranties contained in this Subscription Agreement constitutes section will survive the Closing for a binding and enforceable obligation period of the Issuer, enforceable in accordance with its termsone year.

Representations, Warranties and Covenants of the Issuer. 5.1 The Issuer hereby represents and represents, warrants to, and covenants withthat, as of the Subscriber as follows date given above and acknowledges that at the Subscriber is relying on such acknowledgements, representations, warranties and covenants in connection with the transactions contemplated hereinClosing: (a) the Issuer Issuer, and each of its subsidiaries, if any, is a valid and subsisting corporation duly incorporated and in good standing under the laws of British Columbiathe jurisdiction in which it is incorporated, continued or amalgamated and had all requisite corporate power and authority to carry on its businesses, as now conducted and as presently proposed to be conducted and to own its assets; (b) the Issuer Issuer, and each of its subsidiaries, if any, is duly registered and licensed to carry on business in the jurisdictions in which it carries on business or owns own property where so required under by the laws of that jurisdiction; (c) the Issuer will reserve or set aside sufficient shares in its treasury to issue the Shares and the Warrant Shares and upon their issuance the Shares and the Warrant Shares will be duly and validly issued as fully paid and non-assessable; (d) the Issuer is a “reporting issuer” in the provinces of British Columbia and Alberta, the Issuer’s common shares are listed on the Exchange, and the Issuer is not in default of any of the requirements of the Acts or any of the administrative policies or notices of the Exchange. The Issuer will use its commercially reasonable efforts to maintain its status as a “reporting issuer” in at least one of the Provinces of British Columbia and Alberta and to maintain the listing of its common shares on the Exchange, or such other recognized North American stock exchange or quotation system to the date that is two years and one day following the Closing Date. (e) no order ceasing or suspending trading in securities of the Issuer nor prohibiting the sale of such securities has been issued to and is outstanding against the Issuer or any of its directors, officers or promoters or against any other companies that have common directors, officers or promoters and no investigations or proceedings for such purposes are pending or threatened; (f) the authorized capital of the Issuer consists of an unlimited number of common shares without par value of which 37,736,691 common shares are issued and outstanding as at September 25, 2019; (g) the Shares to be issued hereunder will, at the time of issue, be conditionally listed on the Exchange; (h) the Shares issuable hereunder will not be subject to a restricted period or statutory hold period under applicable Canadian securities legislation or the policies of the Exchange which extends beyond four months and one day after the day of Closing; (i) the Issuer holds either beneficial ownership, mining leases, mining concessions, mining claims or participating interests or other conventional property or proprietary interests or rights, recognized in the jurisdiction in which the Issuer’s properties are located, and all agreements by which the Issuer holds an interest in a property, business or assets are in good standing according to their terms and the properties in which the Issuer holds an interest are in good standing under the applicable laws of the jurisdictions in which they are situated; (j) except as qualified by the disclosure in all prospectuses, financial statements, information circulars, annual information forms, press releases and material change reports (the “Disclosure Record”) filed with any of the Securities Commissions, the Issuer or its subsidiaries, if any, as the case may be, is the beneficial owner of the properties, business and assets or the interests in the properties, business or assets referred to in the Disclosure Record, all agreements by which the Issuer or any of its subsidiaries holds an interest in a property, business or assets are in good standing according to their terms and the properties in which the Issuer or subsidiary holds an interest are in good standing under the applicable laws of the jurisdictions in which they are situated; (k) the financial statements of the Issuer contained in the Disclosure Record have all been prepared in accordance with International Financial Reporting Standards, accurately reflect the financial position and all material liabilities (accrued, absolute, contingent or otherwise) of the Issuer and its subsidiaries, if any, (on a consolidated basis) as of the date thereof, and no adverse material changes in the financial position of the Issuer or any of its subsidiaries, if any, has taken place since the latest date thereof; (l) the Disclosure Record does not contain any material misrepresentations nor does it omit any material fact relating to the Issuer; (m) the Issuer has complied and will comply fully in all material respects with the requirements of all applicable corporate and securities laws, including, without limitation, the Acts and the Business Corporations Act (British Columbia), in relation to the issue and trading of its securities and in all matters relating to the Private Placement; (n) except as publicly disclosed, there is not presently, and will not be prior to Closing, any material change, as defined in the Acts, relating to the Issuer or change in any material fact, as defined in the Acts, relating to any of the Units which has not been or will not be fully disclosed in accordance with the requirements of the Acts; (o) the issue and sale of the Units by the Issuer does not and will not conflict with, and does not and will not result in a breach of, any of the terms of the Issuer’s constating documents or any agreement or instrument to which the Issuer is a party or by which it is bound; (p) neither the Issuer nor its subsidiaries, if any, is a party to any actions, suits or proceedings which could materially affect its respective business or financial condition, and to the best of the Issuer’s knowledge, no such actions, suits or proceedings are contemplated or have been threatened; (q) there are no judgments against the Issuer or its subsidiaries which are unsatisfied, nor is the Issuer or its subsidiaries subject to any consent decrees or injunctions; (r) this Subscription Agreement has been or will be by the Closing, duly authorized by all necessary corporate action on the part of the Issuer, and the Issuer has or will have by the Closing full corporate power and authority to undertake the OfferingPrivate Placement; (ds) the common shares Issuer is in material compliance with the requirements of the Issuer are, and will continue to be as of the Closing Date, listed and posted for trading on Nasdaq and the TSXActs; (e) the Issuer will apply to and use commercially reasonable efforts to obtain the listing of the Unit Shares and Warrant Shares issuable under the Offering on Nasdaq and the TSX, as applicable; (f) the Issuer has complied, or will comply, with all applicable corporate and securities laws and regulations in connection with the offer, sale and issuance of the Securities; (gt) no order has been issued and is persisting ceasing or suspending trading in the securities of the Issuer or nor prohibiting the sale of such securities has been issued to and is outstanding against the Issuer or its securities by the directors, officers or promoters of the Issuer; (h) the Issuer is a “reporting issuer” in the Provinces of British Columbiaor against any other companies that have common directors, Alberta, Saskatchewan, Ontario officers or promoters and New Brunswick and is not included on the list of defaulting reporting issuers issued by the securities regulators in those jurisdictions; (i) upon their issuance on the Closing Date, the Unit Shares will be validly issued and outstanding as fully paid and non-assessable common shares in the capital of the Issuer and the Warrants will be validly issued and the DRS Advices no investigations or certificates representing, as applicable, proceedings for such Unit Shares and Warrants will be validly delivered; (j) upon exercise of the Warrants in accordance with the terms thereof, the Warrant Shares will be validly issued and outstanding as fully paid and non-assessable common shares in the capital of the Issuer; (k) it will reserve purposes are pending or set aside sufficient shares in its treasury to issue the Unit Shares and Warrant Shares; (l) other than with respect to the Offering, there is no “material fact” or “material change” (as those terms are defined in applicable Securities Laws) in the affairs of the Issuer that has not been generally disclosed to the publicthreatened; and (mu) the Issuer has filed all federal, provincial, local and foreign tax returns which are required to be filed, or have requested extensions thereof, and have paid all taxes required to be paid by them and any other assessment, fine or penalty levied against them, to the extent that any of the foregoing is due and payable, except for such assessments, fines and penalties which are currently being contested in good faith. 5.2 The representations, warranties and covenants made by the Issuer contained in this Subscription Agreement constitutes a binding and enforceable obligation or contained in any document or certificate given in order to carry out the transactions contemplated hereby, will survive the Closing of the IssuerPrivate Placement and shall continue in full force and effect for the benefit of the Subscriber, enforceable for a period of two years following the Closing Date. After two years period, the Issuer shall be released from all obligations and liabilities in accordance respect of the representations, warranties and covenants made by the Subscriber and contained in this Subscription Agreement, except with its termsrespect to any claim made by the Subscriber prior to the expiration of such period.

Representations, Warranties and Covenants of the Issuer. The Issuer hereby represents and warrants to, and covenants with, the Subscriber as follows and acknowledges that the Subscriber is relying on such acknowledgements, representations, warranties and covenants in connection with the transactions contemplated herein: (a) the Issuer is a valid and subsisting corporation incorporated and in good standing under the laws of British Columbia; (b) the Issuer is duly registered and licensed to carry on business in the jurisdictions in which it carries on business or owns property where required under the laws of that jurisdiction; (c) this Subscription Agreement has been or will be by the Closing, duly authorized by all necessary corporate action on the part of the Issuer, and the Issuer has or will have by the Closing full corporate power and authority to undertake the Offering; (d) the common shares of the Issuer are, and will continue to be as of the Closing Date, listed and posted for trading on Nasdaq and the TSXNasdaq; (e) the Issuer will apply to and use commercially reasonable efforts to obtain the listing of the Unit Shares and Warrant Shares issuable under the Offering on Nasdaq and the TSXNasdaq, as applicable; (f) the Issuer has complied, or will comply, with all applicable corporate and securities laws and regulations in connection with the offer, sale and issuance of the Securities; (g) no order has been issued and is persisting ceasing or suspending trading in the securities of the Issuer or prohibiting sale of its securities by the directors, officers or promoters of the Issuer; (h) the Issuer is a “reporting issuer” in the Provinces of British Columbia, Alberta, Saskatchewan, Ontario and New Brunswick and is not included on the list of defaulting reporting issuers issued by the securities regulators in those jurisdictions; (i) upon their issuance on the Closing Date, the Unit Shares will be validly issued and outstanding as fully paid and non-assessable common shares in the capital of the Issuer and the Warrants will be validly issued and the DRS Advices or certificates representing, as applicable, representing such Unit Shares and Warrants will be validly delivered; (j) upon exercise of the Warrants in accordance with the terms thereof, the Warrant Shares will be validly issued and outstanding as fully paid and non-assessable common shares in the capital of the Issuer; (k) it will reserve or set aside sufficient shares in its treasury to issue the Unit Shares and Warrant Shares; (l) other than with respect to the Offering, there is no “material fact” or “material change” (as those terms are defined in applicable Securities Laws) in the affairs of the Issuer that has not been generally disclosed to the public; and (m) this Subscription Agreement constitutes a binding and enforceable obligation of the Issuer, enforceable in accordance with its terms.

Representations, Warranties and Covenants of the Issuer. 23.1 The Issuer hereby represents and warrants toto the Purchaser that, as at the Agreement Date and covenants with, at the Subscriber as follows and acknowledges that the Subscriber is relying on such acknowledgements, representations, warranties and covenants in connection with the transactions contemplated hereinClosing: (a) the Issuer is a valid and subsisting corporation duly incorporated and in good standing under the laws of British Columbiathe jurisdiction in which it is incorporated and has all requisite corporate power and authority to execute this Subscription Agreement; (b) the Issuer is duly registered and licensed to carry on business as now conducted and proposed to be conducted in the jurisdictions in which it carries on business or owns property where required under the laws of that jurisdiction, and is conducting its business in compliance with all applicable laws, statutes and regulations; (c) this Subscription Agreement has been or will be by the Closing, duly authorized by all necessary corporate action on the part capital of the IssuerIssuer consists of an unlimited number of common shares without par value and an unlimited number of Class “A” preferred shares with a par value of $1.00 each, of which 46,866,116 common shares and no Class “A” preferred shares were issued and outstanding as at the close of business on March 16, 2016. The outstanding common shares of the Issuer has or will have by the Closing full corporate power are fully paid and authority to undertake the Offeringnon-assessable; (d) the common Issuer will reserve or set aside sufficient shares in the treasury of the Issuer are, and will continue to be as of issue to the Closing Date, listed and posted Purchaser the Flow-Through Shares subscribed for trading on Nasdaq hereunder and the TSX; (e) the Issuer will apply to and use commercially reasonable efforts to obtain the listing of the Unit Shares and Warrant Shares issuable under upon the Offering on Nasdaq and the TSX, as applicable; (f) the Issuer has complied, or will comply, with all applicable corporate and securities laws and regulations in connection with the offer, sale and issuance exercise of the Securities; (g) no order has been issued and is persisting ceasing or suspending trading in the securities of the Issuer or prohibiting sale of its securities by the directorsWarrants, officers or promoters of the Issuer; (h) the Issuer is a “reporting issuer” in the Provinces of British Columbia, Alberta, Saskatchewan, Ontario and New Brunswick and is not included on the list of defaulting reporting issuers issued by the securities regulators in those jurisdictions; (i) which upon their issuance on the Closing Date, the Unit Shares will be duly and validly issued and outstanding as fully paid and non-assessable common shares in the capital of the Issuer and the Warrants will be validly issued and the DRS Advices or certificates representing, as applicable, such Unit Shares and Warrants will be validly delivered; (j) upon exercise of the Warrants in accordance with the terms thereof, the Warrant Shares will be validly issued and outstanding as fully paid and non-assessable common shares in the capital of the Issuer; (e) except as qualified by the disclosure in all prospectuses, financial statements, information circulars, annual information forms, press releases and material change reports filed with any of the Commissions and any other documents filed on xxx.xxxxx.xxx (the “Disclosure Record”), the Issuer and its subsidiaries, if any, are the beneficial owners of the properties, business and assets or the interests in the properties, business or assets referred to in the Disclosure Record, all agreements by which the Issuer and its subsidiaries, if any, hold an interest in a property, business or assets are in good standing according to their terms and the properties in which the Issuer holds an interest are in good standing under the applicable laws of the jurisdictions in which they are situated, and the Issuer does not have any subsidiaries or own any material properties, business or assets not disclosed in the Disclosure Record; (f) there are no material misrepresentations or omissions in the Disclosure Record; (g) the financial statements of the Issuer contained in the Disclosure Record filed with any of the Commissions, including its interim filings for 2015, are in order, have all been prepared in accordance with either Canadian generally accepted accounting principles or International Financial Reporting Standards and contain no misrepresentation, accurately reflect the financial position and all material liabilities (accrued, absolute, contingent or otherwise) of the Issuer as of the dates thereof, fairly present the financial position and condition of the Issuer and its affiliates (taken as a whole) as at the dates thereof and for the periods indicated, and reflect all assets, liabilities or obligations (absolute, accrued, contingent or otherwise) of the Issuer and its affiliates as at the dates thereof, and no adverse material changes in the financial position of the Issuer have taken place since the dates thereof; (h) the Issuer has complied and will comply fully with the requirements of all applicable corporate and securities laws and administrative policies and directions, including, without limitation, the Acts and the Business Corporations Act (British Columbia) in relation to the issue and trading of its securities and in all matters relating to the Private Placement; (i) the Issuer has complied fully with the requirements of the Securities Legislation Applicable to the Issuer; (j) the Issuer is not in default of any requirements of the Applicable Legislation; (k) it will reserve or set aside sufficient shares the Issuer is in its treasury to issue the Unit Shares compliance in all material respects with all environmental laws and Warrant Shareshas not received any notice of any material claim alleging any violation of any environmental laws; (l) other than with respect to there are no cease trade orders currently pending, contemplated or threatened against the Offering, there is no “material fact” or “material change” (as those terms are defined in applicable Securities Laws) in Issuer by any securities regulatory authority having jurisdiction over the affairs of the Issuer; (m) there is no litigation existing, pending or threatened against the Issuer which would adversely affect the Issuer; (n) the entering into of this Subscription Agreement and the transactions contemplated hereby including the issuance and sale of the Flow-Through Units by the Issuer does not and will not conflict with and does not and will not result in a breach of any of the terms, conditions or provisions of its constating documents or any agreement or instrument to which the Issuer is a party or by which it may be bound, or of any applicable laws, statutes or regulations; (o) the Issuer has not provided the Purchaser with any material information about the Issuer's affairs that has not been generally disclosed publicly disclosed; (p) the issue of Securities pursuant to this Subscription Agreement will not be subject to any pre- emptive right or other contractual right to purchase securities granted by the Issuer or to which the Issuer is subject; (q) the Issuer has filed in a timely manner all necessary tax returns and notices and has paid all applicable taxes of whatsoever nature for all tax years prior to the public; anddate hereof to the extent that such taxes have become due or have been alleged to be due, and the Issuer is not aware of any tax deficiencies or interest or penalties accrued or accruing, or alleged to be accrued or accruing; (mr) this Subscription Agreement has been duly authorized by all necessary corporate action on the part of the Issuer and constitutes a binding and enforceable valid obligation of the Issuer, Issuer legally binding upon it and enforceable in accordance with its terms; and (s) it is, and at all material times will remain, a “principal business corporation” within the meaning of subsection 66(15) of the ITA. 23.2 The Issuer covenants with the Purchaser that: (a) the Issuer will comply with all applicable requirements of the ITA in respect of this Subscription Agreement; (b) all expenses incurred by the Issuer and renounced to the Purchaser pursuant to this Subscription Agreement will be Qualifying Expenses; (c) the Flow-Through Shares and Warrants and any Warrant Shares for which certificates are delivered to the Purchaser pursuant to this Subscription Agreement will, at the time of delivery, be duly authorized, validly issued, fully paid and non-assessable; (d) but for any agreement, arrangement or understanding to which the Issuer is not a party, upon issue, each Flow-Through Share to be issued to the Purchaser pursuant to this Subscription Agreement or pursuant to the exercise of any Warrants will, at the time of issuance, be a “flow-through share” as defined in subsection 66(15) of the ITA and not a “prescribed share” or a “prescribed right” within the meaning of Regulation 6202.1 of the ITA; (e) the Issuer will, on the effective date of each renunciation of Qualifying Expenses to the Purchaser pursuant to this Subscription Agreement, have cumulative Canadian exploration expenses in an amount sufficient to make the renunciation; (f) the Issuer will comply with the requirements of subsection 66(12.7) of the ITA in respect of each renunciation made by the Issuer pursuant to this Subscription Agreement; (g) the Issuer will not claim as a Canadian exploration expense under the ITA or under any provincial income tax legislation any amount in respect of Qualifying Expenses incurred by it whereby its ability to make the renunciations provided for in this Subscription Agreement is impaired in whole or in part; (h) the Issuer will not make any renunciation other than pursuant to this Subscription Agreement whereby it is incapable of making any renunciation provided for in this Subscription Agreement or whereby any renunciation pursuant to this Subscription Agreement is rendered ineffective in whole or in part; (i) the Issuer will (i) incur expenses which are Qualifying Expenses in an amount equal to the Flow- Through Funds between the date this Subscription Agreement is entered into and the end of the year after the Closing Year in accordance with the ITA, and (ii) renounce Qualifying Expenses in an amount equal to the Flow-Through Funds to the Purchaser and otherwise comply with its obligations as set forth in this Subscription Agreement; (j) the Issuer will not take any step that, under subsection 66(12.73) of the ITA, results in a reduction of Canadian exploration expenses renounced to the Purchaser pursuant to this Subscription Agreement; (k) the Issuer will use reasonable efforts to obtain acceptance from the Exchange for the distribution of the Flow-Through Shares and the Warrants to be issued pursuant to the terms hereof; (l) the Issuer is a reporting issuer in good standing under the laws of the Provinces of British Columbia, Alberta and Ontario; (m) upon the Issuer becoming aware of the fact that the amount purportedly renounced pursuant to this Subscription Agreement exceeds the amount that it is entitled to renounce under the ITA, the Issuer will notify the Purchaser and the CRA immediately and comply with subsection 66(12.73) of the ITA, including the filing with the CRA of the statement contemplated therein, in an expeditious manner; (n) subject to the Securities Legislation Applicable to the Issuer, the Flow-Through Shares and any Warrant Shares issued upon the exercise of any Warrants may be resold by the Purchaser in accordance with National Instrument 45-102 and will be subject to a hold period of 4 months and one (1) day from the Closing Date; (o) if the Issuer rejects this Subscription Agreement in whole or in part, it will return the subscription proceeds to the Purchaser without any deduction. 23.3 Survival of representations, warranties and covenants The representations, warranties and covenants of the Issuer contained in this Section and in this Subscription Agreement will survive the Closing. 23.4 No derogation of rights The rights of the Purchaser provided for herein, including each representation, warranty and covenant of the Issuer, shall be in addition to and not in derogation of any other recourse or rights of action that the Purchaser may have against the Issuer as a result of this Subscription Agreement.

Representations, Warranties and Covenants of the Issuer. The Issuer hereby represents and warrants to, to and covenants with, the Subscriber as follows and acknowledges that the Subscriber is relying on such acknowledgements, representations, warranties and covenants in connection with the transactions contemplated hereinUnderwriters as it relates to the primary offering of the Bonds that: (a) the The Issuer is duly organized and validly existing as a valid and subsisting municipal corporation incorporated and in good standing under the laws of British Columbiathe State of Arizona (the “State”) with powers required for the purposes of this Bond Purchase Agreement, specifically Title 9, Chapter 5, Article 3, Arizona Revised Statutes, as amended (the “Act”), and has full legal right, power and authority under the Act, and at the Closing Date will have full legal right, power and authority under the Act and the Bond Resolution (i) to enter into, execute and deliver this Bond Purchase Agreement, the Bond Resolution, the Depository Trust Agreement described in the Official Statement (the “Depository Trust Agreement”), the Bond Registrar and Paying Agent Contract described in the Bond Resolution (the “Bond Registrar and Paying Agent Contract”) and the Undertaking and all documents required hereunder and thereunder to be executed and delivered by the Issuer (this Bond Purchase Agreement, the Bond Resolution, the Depository Trust Agreement, the Bond Registrar and Paying Agent Contract, the Undertaking and the other documents referred to in this clause (i) hereinafter referred to as the “Issuer Documents”), (ii) to sell, issue and deliver the Bonds to the Underwriters as provided herein, and (iii) to carry out and consummate the transactions contemplated by the Issuer Documents and the Official Statement and the Issuer has complied, and will at the Closing be in compliance in all respects, with the terms of the Act and the Issuer Documents as they pertain to such transactions; (b) By all necessary official action of the Issuer is prior to or concurrently with the acceptance hereof, the Issuer has duly registered authorized all necessary action to be taken by it for (i) the adoption of the Bond Resolution and licensed the issuance and sale of the Bonds, (ii) the approval, execution and delivery of, and the performance by the Issuer of the obligations on its part contained in, the Bonds and the Issuer Documents and (iii) the consummation by it of all other transactions contemplated by the Official Statement and the Issuer Documents and any and all such other agreements and documents as may be required to be executed, delivered and/or received by the Issuer in order to carry on business out, give effect to, and consummate the transactions contemplated herein and in the jurisdictions in which it carries on business or owns property where required under the laws of that jurisdictionOfficial Statement; (c) this Subscription Agreement has been or will be by the ClosingThe Issuer Documents constitute legal, duly authorized by all necessary corporate action on the part of the Issuer, valid and the Issuer has or will have by the Closing full corporate power and authority to undertake the Offering; (d) the common shares of the Issuer are, and will continue to be as of the Closing Date, listed and posted for trading on Nasdaq and the TSX; (e) the Issuer will apply to and use commercially reasonable efforts to obtain the listing of the Unit Shares and Warrant Shares issuable under the Offering on Nasdaq and the TSX, as applicable; (f) the Issuer has complied, or will comply, with all applicable corporate and securities laws and regulations in connection with the offer, sale and issuance of the Securities; (g) no order has been issued and is persisting ceasing or suspending trading in the securities of the Issuer or prohibiting sale of its securities by the directors, officers or promoters of the Issuer; (h) the Issuer is a “reporting issuer” in the Provinces of British Columbia, Alberta, Saskatchewan, Ontario and New Brunswick and is not included on the list of defaulting reporting issuers issued by the securities regulators in those jurisdictions; (i) upon their issuance on the Closing Date, the Unit Shares will be validly issued and outstanding as fully paid and non-assessable common shares in the capital of the Issuer and the Warrants will be validly issued and the DRS Advices or certificates representing, as applicable, such Unit Shares and Warrants will be validly delivered; (j) upon exercise of the Warrants in accordance with the terms thereof, the Warrant Shares will be validly issued and outstanding as fully paid and non-assessable common shares in the capital of the Issuer; (k) it will reserve or set aside sufficient shares in its treasury to issue the Unit Shares and Warrant Shares; (l) other than with respect to the Offering, there is no “material fact” or “material change” (as those terms are defined in applicable Securities Laws) in the affairs of the Issuer that has not been generally disclosed to the public; and (m) this Subscription Agreement constitutes a binding and enforceable obligation obligations of the Issuer, enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws and principles of equity relating to or affecting the enforcement of creditors’ rights; the Bonds, when issued, delivered and paid for, in accordance with the Bond Resolution and this Bond Purchase Agreement, will constitute legal, valid and binding obligations of the Issuer entitled to the benefits of the Bond Resolution and enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws and principles of equity relating to or affecting the enforcement of creditors’ rights; upon the issuance, authentication and delivery of the Bonds as aforesaid, the Bond Resolution will provide, for the benefit of the holders, from time to time, of the Bonds, the legally valid and binding pledge and lien it purports to create as set forth in the Bond Resolution; (d) The Issuer is not in breach of or default in any material respect under any applicable constitutional provision, law or administrative regulation of the State or the United States or any applicable judgment or decree or, subject to the limitation in Section 4(o), any loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Issuer is a party or to which the Issuer is or any of its terms.property or assets are otherwise subject, and no event has occurred and is continuing which constitutes or with the passage of time or the giving of notice, or both, would constitute a default or event of default by the Issuer under any of the foregoing; and the execution and delivery of the Bonds, the Issuer Documents and the adoption of the Bond Resolution, and compliance with the provisions on the Issuer’s part contained therein, will not conflict with or constitute a breach of or default under any constitutional provision, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Issuer is a party or to which the Issuer is or to which any of its property or assets are otherwise subject nor will any such execution, delivery, adoption or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any property or assets of the Issuer to be pledged to secure the Bonds except as provided in the Bond Resolution or under the terms of any such law, regulation or instrument, except as provided by the Bonds and the Bond Resolution; (e) All authorizations, approvals, licenses, permits, consents and orders of any governmental authority, legislative body, board, agency or commission having jurisdiction of the matter which are required for the due authorization of, which would constitute a condition precedent to, or the absence of which would materially adversely affect the due performance by the Issuer of its obligations under the Issuer Documents, and the Bonds have been duly obtained, except for such approvals, consents and orders as may be required under the “blue sky” or securities laws of any jurisdiction in connection with the offering and sale of the Bonds; (f) The Bonds and the Bond Resolution conform to the descriptions thereof contained in the Official Statement under the caption “THE BONDS”; the proceeds of the sale of the Bonds will be applied generally as described in the Official Statement under the caption “PLAN OF REFUNDING”; and the Undertaking conforms to the description thereof contained in the Official Statement under the caption “CONTINUING SECONDARY MARKET DISCLOSURE”; (g) There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, government agency, public board or body, pending or, to the best knowledge of the Issuer after due inquiry, overtly threatened against the Issuer, affecting the corporate existence of the Issuer or the titles of its officers to their respective offices, or affecting or seeking to prohibit, restrain or enjoin the sale, issuance or delivery of the Bonds or the collection or receipt of Net Revenues (as defined in the Official Statement) pursuant to the Bond Resolution or in any way contesting or affecting the validity or enforceability of the Bonds or the Issuer Documents, or contesting the exclusion from gross income of interest on the Bonds for federal income tax purposes or State income tax purposes, or contesting in any way the completeness or accuracy of the Preliminary Official Statement or the Official Statement or any supplement or amendment thereto, or contesting the powers of the Issuer or any authority for the issuance of the Bonds, the adoption of the Bond Resolution or the execution and delivery of the Issuer Documents, nor, to the best knowledge of the Issuer, is there any basis therefor, wherein an unfavorable decision, ruling or finding would materially adversely affect the validity or enforceability of the Bonds or the Issuer Documents; (h) As of the date thereof, the Preliminary Official Statement did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (i) At the time of the Issuer’s acceptance hereof and (unless the Official Statement is amended or supplemented pursuant to paragraph (d) of Section 3 of this Bond Purchase Agreement) at all times subsequent thereto during the period up to and including the Closing Date, the Official Statement does not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (j) If the Official Statement is supplemented or amended pursuant to paragraph (d) of Section 3 of this Bond Purchase Agreement, at the time of each supplement or amendment thereto and (unless subsequently again supplemented or amended pursuant to such paragraph) at all times subsequent thereto during the period up to and including the Closing Date, the Official Statement as so supplemented or amended will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which made, not misleading; (k) The Issuer will apply, or cause to be applied, the proceeds from the sale of the Bonds as provided in and subject to all of the terms and provisions of the Bond Resolution and will not take or omit to take any action which action or omission will adversely affect the exclusion from gross income for federal income tax purposes or State income tax purposes of the interest on the Bonds; (l) The Issuer, at the expense of the Underwriters, will furnish such information and execute such instruments and take such action in cooperation with the Underwriters as the Representative may reasonably request (A) to (y) qualify the Bonds for offer and sale under the “blue sky” or other securities laws and regulations of such states and other jurisdictions in the United States as the Representative may designate and (z) determine the eligibility of the Bonds for investment under the laws of such states and other jurisdictions and

Representations, Warranties and Covenants of the Issuer. 4.1 The Issuer hereby represents and represents, warrants to, and covenants withthat, as of the Subscriber as follows date given above and acknowledges that at the Subscriber is relying on such acknowledgements, representations, warranties and covenants in connection with the transactions contemplated hereinClosing: (a) the Issuer is a valid and subsisting corporation incorporated and in good standing under the laws of the Province of British Columbia; (b) the Issuer is duly registered and licensed to carry on business in the jurisdictions in which it carries on business or owns property where required under the laws of that jurisdiction; (c) the authorized capital of the Issuer consists of an unlimited number of common shares without par value, of which 70,296,858 common shares are issued and outstanding as at July 13, 2005. The outstanding shares of the Issuer are fully paid and non-assessable; (d) upon their issuance the Shares will be duly and validly issued as fully paid and non-assessable; (e) except as qualified by the disclosure in all prospectuses, financial statements, information circulars, annual information forms, press releases and material change reports (the "Disclosure Record") filed with any of the Commissions, the Issuer is the beneficial owner of the properties, business and assets or the interests in the properties, business or assets referred to in the Disclosure Record, all agreements by which the Issuer holds an interest in a property, business or assets are in good standing according to their terms and the properties in which the Issuer holds an interest are in good standing under the applicable laws of the jurisdictions in which they are situated; (f) the financial statements of the Issuer contained in the Disclosure Record, filed with any of the Commissions have all been prepared in accordance with Canadian generally accepted accounting principles, accurately reflect the financial position and all material liabilities (accrued, absolute, contingent or otherwise) of the Issuer as of the date thereof, and no adverse material changes in the financial position of the Issuer have taken place since the date thereof; (g) the Issuer has complied and will comply fully with the requirements of all applicable corporate and securities laws and administrative policies and directions, including, without limitation, the Acts and the Business Corporations Act (British Columbia) in relation to the issue and trading of its securities and in all matters relating to the Private Placement; (h) there is not presently, and will not be until the closing of the Private Placement, any material change, as defined in the Acts, relating to the Issuer or change in any material fact, as defined in the Acts, relating to any of the Units which has not been or will not be fully disclosed in accordance with the requirements of the Acts and the policies of the Exchange; (i) the issue and sale of the Shares by the Issuer does not and will not conflict with, and does not and will not result in a breach of, any of the terms of the Issuer's incorporating documents or any agreement or instrument to which the Issuer is a party or by which it is bound; (j) neither the Issuer nor its subsidiaries is a party to any actions, suits or proceedings which could materially affect its respective business or financial condition, and to the best of the Issuer's knowledge no such actions, suits or proceedings are contemplated or have been threatened; (k) there are no judgments against the Issuer or its subsidiaries which are unsatisfied, nor is the Issuer or its subsidiaries subject to any consent decrees or injunctions; (l) this Subscription Agreement has been or will be by the Closing, duly authorized by all necessary corporate action on the part of the Issuer, and the Issuer has or will have by the Closing full corporate power and authority to undertake the OfferingPrivate Placement; (dm) the common shares Issuer is not in default of any of the Issuer are, and will continue to be as requirements of the Closing Date, listed and posted for trading on Nasdaq and Acts or any of the TSXadministrative policies or notices of the Exchange; (e) the Issuer will apply to and use commercially reasonable efforts to obtain the listing of the Unit Shares and Warrant Shares issuable under the Offering on Nasdaq and the TSX, as applicable; (f) the Issuer has complied, or will comply, with all applicable corporate and securities laws and regulations in connection with the offer, sale and issuance of the Securities; (gn) no order has been issued and is persisting ceasing or suspending trading in the securities of the Issuer or nor prohibiting the sale of such securities has been issued to and is outstanding against the Issuer or its securities by the directors, officers or promoters of the Issueror against any other companies that have common directors, officers or promoters and no investigations or proceedings for such purposes are pending or threatened; (ho) the Issuer is a “reporting issuer” except for as provided in the Provinces Disclosure Record, no person has any right, agreement or option, present or future, contingent or absolute, or any right capable of British Columbiabecoming such a right, Albertaagreement or option, Saskatchewan, Ontario and New Brunswick and is not included on for the list issue or allotment of defaulting reporting issuers issued by the securities regulators in those jurisdictions; (i) upon their issuance on the Closing Date, the Unit Shares will be validly issued and outstanding as fully paid and non-assessable common any unissued shares in the capital of the Issuer and or its subsidiaries, or any other security convertible into or exchangeable for any such shares, or to require the Warrants will be validly Issuer or its subsidiaries to purchase, redeem or otherwise acquire any of the issued and the DRS Advices or certificates representing, as applicable, such Unit Shares and Warrants will be validly deliveredoutstanding shares in its capital; (jp) upon exercise the Issuer and its subsidiaries, if any, have filed all federal, provincial, local and foreign tax returns which are required to be filed, or have requested extensions thereof, and have paid all taxes required to be paid by them and any other assessment, fine or penalty levied against them, to the extent that any of the Warrants foregoing is due and payable, except for such assessments, fines and penalties which are currently being contested in accordance with the terms thereof, the Warrant Shares will be validly issued and outstanding as fully paid and non-assessable common shares in the capital of the Issuer; (k) it will reserve or set aside sufficient shares in its treasury to issue the Unit Shares and Warrant Shares; (l) other than with respect to the Offering, there is no “material fact” or “material change” (as those terms are defined in applicable Securities Laws) in the affairs of the Issuer that has not been generally disclosed to the publicgood faith; and (mq) this Subscription Agreement constitutes the Issuer has established on its books and records reserves which are adequate for the payment of all taxes not yet due and payable and there are no liens for taxes on the assets of the Issuer or its subsidiaries except for taxes not yet due, and there are no audits of any of the tax returns of the Issuer which are known by the Issuer's management to be pending, and there are no claims which have been or may be asserted relating to any such tax returns which, if determined adversely, would result in the assertion by any governmental agency of any deficiency which would have a binding and enforceable obligation material adverse effect on the properties, business or assets of the Issuer. 4.2 The representations and warranties contained in this section will survive the Closing for a period of one year. 4.3 The Issuer will indemnify, enforceable in accordance defend and hold the Subscriber (which term will, for the purposes of this section, include the Subscriber or its shareholders, managers, partners, directors, officers, members, employees, direct or indirect investors, agents and affiliates and assignees and the stockholders, partners, directors, members, managers, officers, employees, direct or indirect investors and agents of such affiliates and assignees) harmless against any and all liabilities, loss, cost or damage, together with its termsall reasonable costs and expenses related thereto (including reasonable legal and accounting fees and expenses), arising from, relating to, or connected with the untruth, inaccuracy or breach of any statement, representation, warranty or covenant of the Issuer contained herein.

Representations, Warranties and Covenants of the Issuer. The Issuer hereby represents and warrants to, and covenants with, makes the Subscriber as follows and acknowledges that the Subscriber is relying on such acknowledgements, following representations, warranties and covenants in connection with as the transactions contemplated hereinbasis for the undertakings on its part herein contained: (aA) The Issuer is duly established under the provisions of the Act and has the power to enter into this Installment Sale Agreement and to carry out its obligations hereunder. Based upon the representations of the Company as to the utilization of the Project Facility, the Project Facility will constitute a "project", as such quoted term is defined in the Act. By proper official action, the Issuer has been duly authorized to execute, deliver and perform this Installment Sale Agreement and the other Financing Documents to which the Issuer is a valid party. (B) Neither the execution and subsisting corporation incorporated and delivery of this Installment Sale Agreement, the consummation of the transactions contemplated hereby nor the fulfillment of or compliance with the provisions of the other Financing Documents by the Issuer will conflict with or result in good standing under a breach by the Issuer of any of the terms, conditions or provisions of the Act, the by-laws of British Columbia; (b) the Issuer or any order, judgment, restriction, agreement or instrument to which the Issuer is duly registered a party or by which the Issuer is bound, or will constitute a default by the Issuer under any of the foregoing. (C) The Issuer will cause the Project Facility to be acquired, constructed and licensed installed and will sell the Project Facility to carry on business the Company pursuant to this Installment Sale Agreement, all for the purpose of advancing the job opportunities, health, general prosperity and economic welfare of the people of the State and improving their standard of living. (D) Except as provided in Article X hereof, the Issuer, to the extent of its interest therein, shall not sell, assign, transfer, encumber or pledge as security the Project Facility or any part thereof and shall maintain the Project Facility free and clear of all Liens or encumbrances, except for the Permitted Encumbrances and as contemplated or allowed by the terms of this Installment Sale Agreement and the other Financing Documents. (E) Subject to the limitations contained in Section 11.10 hereof, so long as the Bonds shall be Outstanding, the Issuer will not take any action (or omit to take any action required by the Financing Documents or which the Bank, the Trustee or the Company, together with Bond Counsel, advise the Issuer in writing should be taken), which action (or omission) would in any way cause the proceeds from the sale of the Bonds to be applied in a manner contrary to that provided in the jurisdictions in which it carries on business or owns property where required under the laws of that jurisdiction;Financing Documents. (cF) this Subscription Agreement has been or will be The Issuer shall cooperate with the Company in the filing by the ClosingCompany, duly authorized by all necessary corporate action on the part as agent of the Issuer, of such returns and other information with the Internal Revenue Service as the Trustee or the Company requests in writing, provided the Company shall bear all costs of preparing, gathering and/or filing such returns and other information. In addition, the Issuer, at the request of the Company, shall cooperate with the Company in the filing by the Company, as agent of the Issuer, of such returns and other information with the State and St. Xxxxxxxx County, New York. (G) The Issuer has not been notified of any listing or will have proposed listing by the Closing full corporate power and authority to undertake the Offering;Internal Revenue Service that it is a bond issuer whose arbitrage certifications may not be relied upon. (dH) Subject to the common shares of limitations contained in Section 11.10 hereof, so long as the Issuer areBonds shall be Outstanding, and will continue to be as of the Closing Date, listed and posted for trading on Nasdaq and the TSX; (e) the Issuer will apply not take any action (or omit to and use commercially reasonable efforts take any action required by the Financing Documents or which the Trustee or the Company, together with Bond Counsel, advise the Issuer in writing should be taken), or allow any action to obtain be taken, which action (or omission) would in any way cause (1) the listing proceeds from the sale of the Unit Shares and Warrant Shares issuable under Bonds to be applied in a manner contrary to that provided in the Offering Financing Documents, or (2) adversely affect the exclusion of the interest paid or payable on Nasdaq and any Bond from gross income for federal income tax purposes. Notwithstanding the TSXforegoing, as applicable; (f) there shall be no such obligation upon the Issuer has complied, or will comply, with all applicable corporate and securities laws and regulations in connection with the offer, sale and issuance of the Securities; (g) no order has been issued and is persisting ceasing or suspending trading in the securities of the Issuer or prohibiting sale of its securities by the directors, officers or promoters of the Issuer; (h) the Issuer is a “reporting issuer” in the Provinces of British Columbia, Alberta, Saskatchewan, Ontario and New Brunswick and is not included on the list of defaulting reporting issuers issued by the securities regulators in those jurisdictions; (i) upon their issuance on the Closing Date, the Unit Shares will be validly issued and outstanding as fully paid and non-assessable common shares in the capital of the Issuer and the Warrants will be validly issued and the DRS Advices or certificates representing, as applicable, such Unit Shares and Warrants will be validly delivered; (j) upon exercise of the Warrants in accordance with the terms thereof, the Warrant Shares will be validly issued and outstanding as fully paid and non-assessable common shares in the capital of the Issuer; (k) it will reserve or set aside sufficient shares in its treasury to issue the Unit Shares and Warrant Shares; (l) other than with respect to the Offeringuse or investment of its administrative fee, there provided, however, that if the Company is no “material fact” or “material change” (as those terms are defined in applicable Securities Laws) in required to rebate any amount with respect to such administrative fee, the affairs Issuer shall provide, upon the reasonable request of the Issuer that has not been generally disclosed Company, such information concerning the investment of such administrative fee as shall be requested by the Company and as shall be reasonably available to the public; and (m) this Subscription Agreement constitutes a binding and enforceable obligation of the Issuer, enforceable in accordance with its terms.