REGULATION S SUBSCRIPTION AGREEMENT FOR SHARES (Canadian and Non-US Persons)

The Offering

this subscription is part of a larger offering of 1,000,000 shares of the Company's common stock for proceeds of US$750,000 (the "Offering");

the closing of the Subscriber's subscription will be dependent on other persons subscribing for a minimum aggregate investment amount of US$500,000 of the Company's common stock offered in the Offering, inclusive of the Subscriber's subscription (the "Minimum Offering Amount");

the number of shares of the Company's common stock offered in connection with the Offering may be increased beyond 1,000,000 shares without notice to the Subscriber; and

this subscription is given for valuable consideration and will not be withdrawn or revoked by the Subscriber.

Upon the Company receiving subscriptions for the Minimum Offering Amount, the Company will determine a date for the Closing (the "Closing Date"), which Closing Date will be no later than June 30, 2015;

The Company will not be required to deliver notice of the Closing Date to the Subscriber;

The Company will issue share certificates representing the Shares on the Closing Date in the name of the Subscriber (the "Share Certificates"), which Share Certificates will be endorsed with the legends provided by this Agreement;

The Company will deliver to the Subscriber the Share Certificates within a reasonable period following Closing, but in no event later than 30 days from the Closing Date; and

The Company will return the Subscription Price to the Investor by July 31, 2015 in the event that Closing has not occurred by June 30, 2015, without interest and without any further liability or obligation to the Investor.

Prospectus and Registration Exemptions

If an individual, he or she has obtained the age of majority and has legal capacity and competence to execute this subscription form and to take all actions required pursuant hereto.

If a corporation or body corporate, it has the legal capacity and competence to execute this subscription form and to take all actions required pursuant hereto and all necessary approvals by its directors, shareholders and members, or otherwise, have been given to authorize it to execute this subscription form and to take all actions required pursuant hereto.

He, she or it is purchasing the Shares as principal.

He, she or it is either:

an Accredited Investor (as such term is defined under NI 45-106 or the Securities Act (Ontario)), and has initialed the appropriate category in Section 1 of Schedule "A" as the case may be;

if in British Columbia, Alberta or Ontario, an executive officer, employee, founder, control person or director of the Company, or a spouse, parent, grandparent, brother, sister, child, close business associate or close personal friend of any executive officer, director, founder or control person, and has initialed the appropriate category in Section 2 of Schedule "A" as the case may be; or

not a resident of Canada.

The Subscriber is purchasing Shares pursuant to exemptions under applicable securities laws, is restricted from using most of the civil rights available under such laws, may not receive information that would otherwise be available and acknowledges that the Company is relieved from certain obligations under applicable securities legislation. The Subscriber has not received and will not be receiving an offering memorandum in connection with this Subscription.

The Subscriber acknowledges that the Company is a "OTC reporting issuer" under Canadian Multilateral Instrument 51-105 – "Issuers Quoted in the U.S. Over-the-Counter Markets" and the ability of the Subscriber to resell the Shares is restricted by MI 51-105.

The Subscriber, as an individual, corporation or partnership (wherein each partner so represents and declares) it is recognized and acknowledged that:

the Shares have not been qualified under Applicable Laws for distribution to the public and that the issuance of the Shares, pursuant to such subscription, is to be by way of a private placement;

the Shares are being purchased for investment purposes only and not with a view to resale or distribution;

the Shares will be distributed under a special exemption from the registration and prospectus requirements of the Applicable Laws and that the undersigned is not acquiring the Shares as a result of any information about the material affairs of the Company that is not generally known to the public, save knowledge of this particular transaction; and

the Company is presently not listed on any stock exchange and that no representation has been made to the Subscriber that the Shares will be listed on any stock exchange.

The Subscriber further acknowledges that:

no securities commission or similar regulatory authority has reviewed or passed on the merits of the Shares;

there is no government or other insurance covering the Shares;

there are risks associated with the purchase of the Shares;

there are restrictions on the undersigned's ability to resell the Shares and it is the responsibility of the Subscriber to find out what those restrictions are and to comply with them before selling the Shares; and

the Company has advised the Subscriber that the Company is relying on an exemption from the requirements to provide the Subscriber with a prospectus or offering memorandum and to sell securities through a person registered to sell securities under the Applicable Laws and, as a consequence of acquiring Shares pursuant to this exemption, certain protections, rights and remedies provided by the Applicable Laws, including statutory rights of rescission or damages, will not be available to the Subscriber (other than where provided to Ontario subscribers under the Ontario Securities Act).

If he or she is resident outside of Canada, he or she certifies that he or she is not resident in Canada and:

is knowledgeable of, or has been independently advised as to the applicable securities laws of the securities regulatory authorities (the "Authorities") having application in the jurisdiction in which the Subscriber is resident (the "International Jurisdiction") which would apply to the acquisition of the Shares, if any;

is purchasing the Shares pursuant to exemptions from the prospectus and registration requirements under the applicable securities laws of the Authorities in the International Jurisdiction or, if such is not applicable the Subscriber is permitted to purchase the Shares under the applicable securities laws of the Authorities in the International Jurisdiction without the need to rely on any exemption;

the applicable securities laws of the Authorities in the International Jurisdiction do not require the Company to make any filings or seek any approvals of any nature whatsoever from any Authority of any kind whatsoever in the International Jurisdiction in connection with the issue and sale or resale of the Shares;

the purchase of the Shares by the Subscriber does not trigger:

any obligation to prepare and file a prospectus or similar document, or any other report with respect to such purchase in the International Jurisdiction; or

any continuous disclosure reporting obligation of the Company in the International Jurisdiction; and

to the Subscribers' information and belief, the distribution of the Shares to the Subscriber by the Company complies with the laws of the International Jurisdiction.

The purchase of the Shares has not been made through or as a result of, and the distribution of the Shares has not been accompanied by, an advertisement in printed media of general and regular paid subscription, radio, or television.

No person has made to the Subscriber any written or oral representations:

that any person will resell or repurchase the Shares;

that any person will refund the purchase price of the Shares;

as to the future price or value of any of the Shares; or

that the Shares will be listed and posted for trading on a stock exchange or that an application has been made to list and post the Shares for trading on a stock exchange.

The Subscriber is sophisticated and capable of assessing and evaluating the risks and merits of this investment as a result of the Subscriber's financial, investment or business experience or as a result of advice received from a registered person other than the Company or an affiliate thereof, and the Subscriber is able to bear the economic loss of its investment.

The Subscriber has been advised to consult its own legal and tax advisors with respect to applicable resale restrictions and tax considerations, and he or she is solely responsible for compliance with applicable resale restrictions and applicable tax legislation.

Subscriber Representations and Warranties

The Subscriber has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Shares and it is able to bear the economic risk of loss of its entire investment

The Company has provided to the Subscriber the opportunity to ask questions and receive answers concerning the terms and conditions of the offering and it has had access to such information concerning the Company as it has considered necessary or appropriate in connection with its investment decision to acquire the Shares.

The Company's common stock is registered under Section 12(g) the United States Securities Exchange Act of 1934, as amended (the "Exchange Act") and the Subscriber has full opportunity to review copies of the filings made by the Company with the United States Securities and Exchange Commission (the "SEC"), including the Company's annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K (the "Exchange Act Filings").

The Company has issued other Shares for lesser consideration than is being paid by the Subscriber, as disclosed in the Exchange Act Filings.

The Subscriber is acquiring the Shares for its own account, for investment purposes only and not with a view to any resale, distribution or other disposition of the Shares in violation of the United States securities laws.

The Subscriber acknowledges and understands that the Company's common shares are not traded on any stock exchange in Canada.  The Subscriber further acknowledges and understands that the Company's common shares are traded on the over-the counter market in the United States and are not traded on any "national securities exchange" in the United States.

The Subscriber has not purchased the Shares as a result of any form of general solicitation or general advertising, including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio, internet, television or other form of telecommunications, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising.

The Subscriber understands the Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or the securities laws of any state of the United States and that the sale contemplated hereby is being made in reliance on an exemption from such registration requirements.

The Subscriber is not a "U.S. Person" as defined by Regulation S of the U.S. Securities Act and is not acquiring the Shares for the account or benefit of a U.S. Person.  "U.S. person" includes but is not limited to (i) any natural person resident in the United States; (ii) any partnership or corporation organized or incorporated under the laws of the United States; (iii) any partnership or corporation organized outside the United States by a U.S. person principally for the purpose of investing in securities not registered under the U.S. Securities Act, unless it is organized or incorporated, and owned, by accredited investors who are not natural persons, estates or trusts; (iv) any estate or trust of which any executor or administrator or trustee is a U.S. person.

The Subscriber did not receive any offer to purchase the Shares while in the United States and was not in the United States at the time the Subscriber's buy order for the Shares was made or this Subscription Agreement was executed or delivered.

The Subscriber acknowledges and agrees that the Shares will be offered and sold to the Subscriber without such offers and sales being registered under the U.S. Securities Act and will be issued to the Subscriber in an offshore transaction outside of the United States in accordance with a safe harbour from the registration requirements of the U.S. Securities Act provided by Rule 903 of Regulation S of the U.S. Securities Act based on the representations and warranties of the Subscriber in this Subscription Agreement.  As such, the Subscriber further acknowledges and agrees that the Shares will, upon issuance, be "restricted securities" within the meaning of the U.S. Securities Act and will be endorsed with the legends required under the Subscription Agreement.

The Subscriber acknowledges that the Subscriber may not be offered, resold, pledged or otherwise transferred except through an exemption from registration under the U.S. Securities Act or pursuant to an effective registration statement under the U.S. Securities Act and in accordance with all applicable state securities laws and the laws of any other jurisdiction.  The Subscriber agrees to resell the Securities only in accordance with the provisions of Regulation S of the U.S. Securities Act, pursuant to registration under the U.S. Securities Act, or pursuant to an available exemption from registration pursuant to the U.S. Securities Act.  The Subscriber agrees that the Company will refuse to register any transfer of the Shares not made in accordance with the provisions of

The Subscriber acknowledges that the Shares will be subject to a number of resale restrictions, including a restriction on trading. Until the restriction on trading expires, the Shares will not be legally eligible to trade unless the Subscriber complies with the requirements for an exemption from the prospectus and registration requirements under applicable securities legislation and obtains the consent of the directors of the Company for a transfer of the Shares.

The Subscriber acknowledges that it is aware of the characteristics of the Shares and of the fact that it may not be able to resell the Shares except in accordance with limited exemptions under applicable securities legislation and regulatory policy and:

The Subscriber understands and acknowledges that upon the issuance thereof, and until such time as the same is no longer required under the applicable requirements of the U.S. Securities Act or applicable state securities laws and regulations, the certificates representing the Shares will bear a legend in substantially the following form or such similar legend advisable by counsel to the Company to ensure compliance with applicable securities laws:

The Subscriber acknowledges that, in the event that the Subscriber or the beneficial purchaser for whom the Subscriber is contracting hereunder is resident in any Canadian jurisdiction, in addition to the other legends that may be required, the certificates representing the Shares will bear the following legend:

The Subscriber acknowledges, in the event that the Subscriber or the beneficial purchaser for whom the Subscriber is contracting hereunder is resident in Canada, in addition to the other legends that may be required, the certificates representing the Shares will bear the following legend:

The Subscriber agrees to the endorsement on the certificates representing the Shares imposed by any Canadian stock exchange as a condition of listing.

The Subscriber represents, certifies and declares that:

it is not a member of, or an associate or affiliate of a member of the Financial Industry Regulatory Authority; or

it is a member of, or an associate or affiliate of a member of the Financial Industry Regulatory and has attached a copy of an agreement signed by the principal of the firm with which the Subscriber is affiliated agreeing to the Subscriber's participation in this Offering.

The Subscriber, on its own behalf and, if applicable, on behalf of each beneficial purchaser for whom the Subscriber is contracting hereunder, acknowledges and consents to the fact that the Company is collecting personal information concerning the Subscriber (as that term is defined under applicable privacy legislation, including, without limitation, the Personal Information Protection and Electronic Documents Act (Canada) and any other applicable similar, replacement or supplemental provincial or federal legislation or laws in effect from time to time), or that of each beneficial purchaser for whom the Subscriber is contracting hereunder, for the purpose of completing this Subscription Agreement.  The Subscriber, on its own behalf and, if applicable, on behalf of each beneficial purchaser for whom the Subscriber is contracting hereunder, acknowledges and consents to the Company retaining such personal information for as long as permitted or required by law or business practices.  The Subscriber, on its own behalf and, if applicable, on behalf of each beneficial purchaser for whom the Subscriber is contracting hereunder, further acknowledges and consents to the fact that the Company may be required by applicable securities laws to provide regulatory authorities with any personal information provided by the Subscriber in this Subscription Agreement.  The Subscriber represents and warrants that the Subscriber has the authority to provide the consents and acknowledgements set out in this paragraph on behalf of each beneficial purchaser for whom the Subscriber is contracting hereunder.  In addition to the foregoing, the Subscriber agrees and acknowledges that the Company may use and disclose the Subscriber's personal information, or that of each beneficial purchaser for whom the Subscriber is contracting hereunder, as follows:

for internal use with respect to managing the relationships between and contractual obligations of the Company and you or any beneficial purchaser for whom you are contracting hereunder;

for use and disclosure for income tax related purposes, including without limitation, where required by law, disclosure to Canada Revenue Agency;

disclosure to stock exchanges, securities regulatory authorities and other regulatory bodies with jurisdiction with respect to listing applications, prospectus filings, reports of trade and similar regulatory filings;

disclosure to a governmental or other authority to which the disclosure is required by court order or subpoena compelling such disclosure and where there is no reasonable alternative to such disclosure;

disclosure to professional advisers of the Company in connection with the performance of their professional services;

disclosure to any person where such disclosure is necessary for legitimate business reasons and is made with your prior written consent;

by including it in closing books relating to the offering contemplated hereby;

disclosure to a court determining the rights of the parties under this Agreement; or

for use and disclosure as otherwise required or permitted by law.

The Subscriber acknowledges that the securities regulatory authorities (including the Ontario Securities Commission, the Alberta Securities Commission, and the British Columbia Securities Commission) collect personal information in forms submitted to it by the Corporation, including information about the Subscriber, the Subscriber's address and contact information, and the Subscriber's subscription.  The Subscriber acknowledges that the Ontario Securities Commission, the Alberta Securities Comission, and British Columbia Securities Commission are entitled to collect the information under authority granted to them under securities legislation for the purpose of administration and enforcement of the applicable securities legislation.  Each Subscriber hereby authorizes the indirect collection and disclosure of such information by the applicable securities regulatory authorities, including the British Columbia Securities Commission, the Alberta Securities Commission, and the Ontario Securities Commission. In the event the Subscriber has any questions with respect to the indirect collection of such information by the foregoing Security Commissions, the Subscriber should contact the:

British Columbia Securities Commission, at ###-###-#### or ###-###-#### (Toll free across Canada) or by facsimile at ###-###-#### or in person or writing at P.O. Box 10142, Pacific Centre, 701 West Georgia Street, Vancouver, British Columbia V7Y 1L2;

Alberta Securities Commission, at ###-###-#### or ###-###-#### (Toll free) or by facsimile at ###-###-#### or in person or writing at Suite 600, 250-5^th St. SW, Calgary, Alberta, T2P 0R4; or

Ontario Securities Commission, Administrative Support Clerk, at ###-###-#### or by facsimile at ###-###-#### or in person or writing at Suite 1903, Box 55, 20 Queen Street West, Toronto, Ontario M5H 3S8.

The Subscriber will agree to execute any pooling or escrow agreement in respect of the Shares which may be required by any stock exchange or other regulatory authority having jurisdiction over the affairs of the Company, any underwriter where it is a condition that such pooling or escrow agreement be entered into in order for the Shares to be underwritten, listed on a stock exchange or qualified by prospectus. By executing this Subscription Agreement the Subscriber irrevocably appoints the President of the Company, from time to time appointed, as the Subscriber's attorney-in-fact to sign any such pooling or escrow agreement in respect of the Shares. The Subscriber agrees to ratify any such agreement or action taken by such attorney upon request.

The Applicable Laws and similar legislation in other jurisdictions will apply to the resale or other trade by the undersigned of all or any of the Shares and may require that the undersigned file with the securities regulatory authorities, within a specified period of time, the prescribed form describing the resale or other trade and may further provide that the undersigned is able to effect the resale or other trade only if:

a further exemption from the registration and prospectus requirements is applicable to resale or other trade, or

the Company is at the time of the resale or trade, a reporting company and the Shares have been held for a period of time, if any, required by the applicable legislation.