SUBSCRIPTION FOR FLOW-THROUGH COMMON SHARE SHARES

it has been independently advised that the Corporation is not a reporting issuer and restrictions with respect to trading in the Shares imposed by applicable securities legislation, confirms that no representation (written or oral) has been made to it by or on behalf of the Corporation with respect thereto, acknowledges that it is aware of the characteristics of the Shares, the risks relating to an investment therein 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 until expiry of the applicable hold period or restricted period and compliance with the other requirements of applicable law; and it agrees that any certificates representing the Shares will bear a legend indicating that the resale of such securities is restricted; and

it has not received or been provided with, nor has it requested, nor does it have any need to receive, any offering memorandum, any prospectus, sales or advertising literature, or any other document (other than an annual report, annual information form, interim report, information circular or any other continuous disclosure document, other than an offering memorandum, the content of which is prescribed by statute or regulation) describing or purporting to describe the business and affairs of the Corporation which has been prepared for delivery to, and review by, prospective purchasers in order to assist it in making an investment decision in respect of the Shares; and

it has not become aware of any advertisement in printed media of general and regular paid circulation (or other printed public media), radio, television or telecommunications or other form of advertisement (including electronic display) with respect to the distribution of the Shares; and

unless it is purchasing under subparagraph 4(e), it is purchasing the Shares as principal for its own account, not for the benefit of any other person, for investment only and not with a view to the resale or distribution of all or any of the Shares, it is resident in the jurisdiction set out as the "Subscriber's Address" on the face page hereof and it fully complies with one or more of the criteria set forth below:

it is resident in Canada and the aggregate acquisition cost of the Shares subscribed for by it is not less than $150,000 and, if it is not an individual, the Subscriber was not created or used solely to purchase or hold securities in reliance on prospectus or dealer registration exemptions available under securities laws in these jurisdictions; or

it is resident in Canada and it is an "accredited investor", as such term is defined in National Instrument 45-106 entitled "Prospectus and Registration Exemptions" ("NI 45-106"), it was not created or used solely to purchase or hold securities as an accredited investor as described in paragraph (m) of the definition of "accredited investor" in NI 45-106 and has concurrently executed

and delivered a Representation Letter in the form attached to this Subscription Agreement as Exhibit 1 and specifically represents and warrants that one or more of the categories set forth in Appendix A attached to the Representation Letter correctly, and in all respects, describes the undersigned, and will describe the undersigned as at the Closing Date (as defined in paragraph 10 hereof), and the undersigned has so indicated by initialling the category which so describes it; or

it is resident in any province or territory in Canada except Ontario (and if a resident of Saskatchewan, complete Form 45-106 F5) and is one of the following and the Subscriber has so indicated by initialling the applicable paragraph:

a "director", "executive officer" or "control person" (as such terms are defined in NI 45-106 and reproduced in Appendix A to Exhibit 1 of this Subscription Agreement) of the Corporation, or of an affiliate of the Corporation; or

a "spouse" (as such term is defined in NI 45-106 and reproduced in Appendix A to Exhibit 1 of this Subscription Agreement), parent, grandparent, brother, sister or child of any person referred to in subparagraph (I) above; or

a parent, grandparent, brother, sister or child of the spouse of any person referred to in subparagraph (I) above; or

a "close personal friend" of any person referred to in subparagraph (I) above and, if requested by the Corporation, will provide a signed statement describing the relationship with any such persons. For the purposes of this subparagraph (IV), "close personal friend" means that the Subscriber or, if applicable, the Disclosed Beneficial Purchaser, has known such individual well enough and for a sufficient period of time and in a sufficiently close relationship (where such relationship is direct and extends beyond being a relative or a member of the same organization, association or religious group or a client, customer or former client or customer or being a close personal friend of a close personal friend of such individual) to be in a position to assess the capabilities and the trustworthiness of such individual; or

a "close business associate" of any person referred to in subparagraph (I) above and, if requested by the Corporation, will provide a signed statement describing the relationship with any of such persons. For the purposes of this subparagraph (V) "close business associate" means that the subscriber or, if applicable, the Disclosed Beneficial Purchaser, has had sufficient prior business dealings with such individual (where such relationship is direct and extends beyond being a casual business associate or a person introduced or solicited for the purpose of purchasing securities or a client, customer or former client or customer or being a close business associate of a close business associate of such individual) to be in a position to assess the capabilities and trustworthiness of such individual; or

a "founder" (as such term is defined in NI 45-106 and reproduced in Appendix A to Exhibit 1 of this Subscription Agreement) of the Corporation or a spouse, parent, grandparent, brother, sister, child, close personal friend or close business associate of a founder of the Corporation;

a parent, grandparent, brother, sister or child of the spouse of a founder of the Corporation; or

a person or company of which a majority of the voting securities are beneficially owned by, or a majority of directors are, persons or companies described in subparagraphs (I) through (VII) above; or

a trust or estate of which all of the beneficiaries or a majority of the trustees or executors are persons or companies described in subparagraphs (I) through (VII) above; or

it is resident in Canada and it is one of the following and the Subscriber has so indicated by initialling the applicable paragraph:

an employee, "executive officer", "director" or "consultant" (as such term is defined in NI 45-106 and reproduced in Appendix A to Exhibit 1 of this Subscription Agreement) of the Corporation and participation in the trade is voluntary, or

an employee, "executive officer", "director" or "consultant" of a "related entity" (as such term is defined in NI 45-106 and reproduced in Appendix A to Exhibit 1 of this Subscription Agreement) of the Corporation and participation in the trade is voluntary; or

a "permitted assign" (as such term is defined in NI 45-106 and reproduced in Appendix A to Exhibit 1 of this Subscription Agreement) of a person referred to in paragraphs (I) or (II) and participation in the trade is voluntary; or

a trustee, custodian or administrator acting as agent on behalf of, or for the benefit of, one of the persons or companies described in subparagraphs (I) through (III) above for the purpose of facilitating the trade and participation in the trade is voluntary; or

it is resident in Ontario and is one of the following and the Subscriber has so indicated by initialling the applicable paragraph:

a "founder" (as such term is defined in NI 45-106 and reproduced in Appendix A to Exhibit 1 of this Subscription Agreement) of the Corporation; or

an "affiliate" (as such term is defined in NI 45-106 and reproduced in Appendix A to Exhibit 1 of this Subscription Agreement) of a founder of the Corporation; or

a "spouse", (as such term is defined in NI 45-106 and reproduced in Appendix A to Exhibit 1 of this Subscription Agreement) parent, grandparent, brother, sister or child of the spouse of an executive officer, director or founder of the Corporation; or

a person that is the "control person" (as such terms are defined in NI 45-106 and reproduced in Appendix A to Exhibit 1 of this Subscription Agreement) of the Corporation;

it is a resident of any jurisdiction other than a province or territory of Canada, and

the sale of Shares to the Subscriber hereunder is in compliance with the requirements of all applicable laws in the jurisdiction of its residence and does not give rise to any registration requirements in such jurisdiction or any requirements for the delivery of a prospectus, offering memorandum or similar disclosure document to the Subscriber; and

the Subscriber will provide such evidence of compliance with all matters described in (A) above as the Corporation may request; or

if it is not purchasing as a principal, it is duly authorized to enter into this Subscription Agreement and to execute and deliver all documentation in connection with the purchase on behalf of each beneficial purchaser, each of whom is purchasing as principal for its own account, not for the benefit of any other person, and not with a view to the resale or distribution of all or any of the Shares, it acknowledges that the Corporation and the Agent is required by law to disclose to certain regulatory authorities the identity of each beneficial purchaser of Shares for whom it may be acting, and it and each beneficial purchaser is resident in the jurisdiction set out as the "Subscriber's Address and:

subject to securities laws applicable to the Subscriber, if it is acting as agent for one or more Disclosed Beneficial Principals, each of such principals is purchasing as principal for its own account, not for the benefit of any other person, for investment only, and not with a

view to the resale or distribution of all or any of the Shares, and each of such principals complies with subparagraphs (i), (ii), (iii), (iv), (v), (vi) or (vii) of paragraph 3(d) hereof as are applicable to it by virtue of its place of residence or by virtue of the securities laws of such place being applicable to the Subscriber; or

it is an "accredited investor" as such term is defined in paragraphs (p) or (q) of the definition of "accredited investor" in NI 45-106 and reproduced in Appendix A to Exhibit 1 of this Subscription Agreement (provided, however, that it is not a trust company or trust corporation registered under the laws of Prince Edward Island that is not registered or authorized under the Trust and Loan Companies Act (Canada) or under comparable legislation in another jurisdiction in Canada) and has concurrently executed and delivered a Representation Letter in the form attached hereto as Exhibit 1 and has initialled Appendix A thereto indicating that Subscriber satisfies one of the categories of "accredited investor" set out in paragraphs (p) or (q) of Appendix A thereto; and

it acknowledges that:

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

there is no government or other insurance covering the Shares; and

there are risks associated with the purchase of the Shares; and

there are restrictions on the Subscriber'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 Corporation has advised the Subscriber that the Corporation is relying on an exemption from the requirements to provide the Subscriber with a prospectus and to sell securities through a person or company registered to sell securities under the Securities Act (Alberta) and other applicable securities laws and, as a consequence of acquiring the Shares pursuant to this exemption, certain protections, rights and remedies provided by the Securities Act (Alberta) and other applicable securities laws, including statutory rights of rescission or damages, will not be available to the Subscriber; and

it is aware that the Shares have not been and will not be registered under the United States Securities Act of 1933, as amended ("U.S. Securities Act") or any state securities laws and that these securities may not be offered or sold in the United States without registration under the U.S. Securities Act and applicable laws of all applicable states or compliance with requirements of an exemption from registration and acknowledges that the Corporation has no present intention of filing a registration statement under the U.S. Securities Act in respect of the Shares; and

the Shares have not been offered to the Subscriber in the United States, and the individuals making the order to purchase the Shares and executing and delivering this Subscription Agreement on behalf of the Subscriber were not in the United States when the order was placed and this Subscription Agreement was executed and delivered; and

it is not a U.S. Person (as such term is defined in Regulation S under the U.S. Securities Act, which definition includes, but is not limited to, an individual resident in the United States, an estate or trust of which any executor or administrator or trustee, respectively, is a U.S. Person and any partnership or corporation organized or incorporated under the laws of the United States) and is not purchasing the Shares on behalf of, or for the account or benefit of, a person in the United States or a U.S. Person; and

it undertakes and agrees that it will not offer or sell the Shares in the United States unless such securities are registered under the U.S. Securities Act and the securities laws of all applicable states of the United States or an exemption from such registration requirements is available, and further that it will not resell the Shares, except in accordance with the provisions of applicable securities legislation, regulations, rules, policies and orders and stock exchange rules; and

if a corporation, partnership, unincorporated association or other entity, it has the legal capacity to enter into and be bound by this Subscription Agreement and further certifies that all necessary approvals of directors, shareholders, partners or otherwise have been given and obtained; and

if an individual, it is of the full age of majority and is legally competent to execute this Subscription Agreement and take all action pursuant hereto; and

this Subscription Agreement has been duly and validly authorized, executed and delivered by and constitutes a legal, valid, binding and enforceable obligation of the Subscriber; and

in the case of a subscription by it for Shares acting as agent for a beneficial purchaser, it is duly authorized to execute and deliver this Subscription Agreement and all other necessary documentation in connection with such subscription on behalf of such principal and this Subscription Agreement has been duly authorized, executed and delivered by or on behalf of, and constitutes a legal, valid, binding and enforceable agreement of, such principal; and

it has such knowledge in financial and business affairs as to be capable of evaluating the merits and risks of its investment and it, or, where it is not purchasing as principal, each beneficial purchaser, is able to bear the economic risk of loss of its investment; and

it understands that Shares are being offered for sale only on a "private placement" basis and that the sale and delivery of the Shares is conditional upon such sale being exempt from the requirements under applicable securities laws as to the filing of a prospectus or delivery of an offering memorandum or upon the issuance of such orders, consents or approvals as may be required to permit such sale without the requirement of filing a prospectus or delivering an offering memorandum and, as a consequence (i) it is restricted from using most of the civil remedies available under applicable securities legislation; (ii) it may not receive information that would otherwise be required to be provided to it under applicable securities legislation; and (iii) the Corporation is relieved from certain obligations that would otherwise apply under applicable securities legislation; and

if required by applicable securities legislation, regulations, rules, policies or orders or by any securities commission, stock exchange or other regulatory authority, the Subscriber will execute, deliver, file and otherwise assist the Corporation in filing, such reports, undertakings and other documents with respect to the issue of the Shares including, without limitation in the case of an accredited investor resident in or otherwise subject to applicable securities laws of a jurisdiction in Canada, a Representation Letter in the form attached as Exhibit 1; and

it will not resell the Shares except in accordance with the provisions of applicable securities legislation and stock exchange rules, if applicable, in the future; and

the entering into of this Subscription Agreement and the completion of the transactions contemplated hereby will not result in a violation of any of the terms or provisions of any law applicable to the Subscriber, or if the Subscriber is not a natural person, any of the Subscriber's constating documents, or any agreement to which the Subscriber is a party or by which it is bound; and

the Subscriber acknowledges that it has been encouraged to obtain independent legal, income tax and investment advice with respect to its subscription for the Shares and accordingly, has had an opportunity to acquire an understanding of the meanings of all terms contained herein relevant to the Subscriber for purpose of giving the representations, warranties and covenants under this Subscription Agreement.

"Canadian Development Expense(s)" or "CDE" means Canadian development expense described in paragraph (a) or (b) of the definition of "Canadian development expense" in subsection 66.2(5) of the Act or would be described in paragraph (f) of such definition if the words "any of paragraphs (a) to (e)" in that paragraph were read as "paragraphs (a) and (b)", excluding amounts which are prescribed to constitute "Canadian exploration and development overhead expenses" under the Tax Act, the amount of any assistance described in paragraphs 66(12.62)(a) and 66(12.601)(c) of the Tax Act;

"Canadian Exploration Expense(s)" or "CEE" means Canadian exploration expense described in the definition of "Canadian exploration expense" in subsection 66.1(6) of the Tax Act and, when renounced under subsection 66(12.66) of the Act, means CEE described in paragraphs (a) and (d) of the definition of "Canadian exploration expense" in subsection 66.1(6) of the Tax Act or that would be described in paragraph (h) of such definition if the reference therein to "paragraphs (a) to (d) and (f) to (g.1)" were a reference to "paragraphs (a) and (d)", excluding amounts which are prescribed to constitute "Canadian exploration and development overhead expenses" under the Tax Act, the amount of any assistance described in paragraph 66(12.6)(a) of the Tax Act and any expense described in paragraph 66(12.6)(b.1) of the Tax Act;

"Commitment Amount" means an amount equal to $0.40 multiplied by the number of Shares subscribed and paid for pursuant to this Subscription Agreement;

"Expenditure Period" means the period commencing on the date of acceptance by the Corporation of this Subscription Agreement and ending on the earlier of:

the date on which the Commitment Amount has been fully expended in accordance with the terms hereof; and

December 31, 2007;

"Principal Business Corporation" means a principal-business corporation as defined in subsection 66(15) of the Tax Act;

"Qualifying CDE" means CDE incurred by the Corporation which is eligible for renunciation as CEE under subsection 66(12.601) of the Tax Act;

"Qualifying Expenditures" means expenses that are Qualifying CDE and CEE at the date they are incurred;

"Tax Act" means the Income Tax Act (Canada), together with any and all regulations promulgated thereunder, as amended from time to time.

the Corporation has the full corporate right, power and authority to incur and renounce to the Subscriber, Qualifying Expenditures in an amount equal to the Commitment Amount; and

the incurring and renunciation of Qualifying Expenditures to the Subscriber pursuant hereto, does not and will not constitute a breach of or default under the constating documents of the Corporation or any law, regulation, order or ruling applicable to the Corporation or any agreement, contract or indenture to which the Corporation is a party or by which it is bound; and

the Corporation has no reason to believe that it will be unable to incur during the Expenditure Period or that it will be unable to renounce to the Subscriber effective on or before December 31, 2006, Qualifying Expenditures in an aggregate amount equal to the Commitment Amount and the Corporation has no reason to expect any reduction of such amount by virtue of subsection 66(12.73) of the Tax Act; and

upon issuance pursuant to the provisions hereof, the Shares will be "flow through shares" as defined in subsection 66(15) of the Tax Act and will not constitute "prescribed shares" for the purpose of Regulation 6202.1 of the Tax Act except as a consequence solely of one or more agreements, arrangements, obligations or undertakings as contemplated by such provisions in respect of the Shares to which, or in respect of which, the Corporation is not a party and in respect of which the Corporation has no knowledge.

as of the date hereof, the taxable capital amount of the Corporation, as that expression is defined in paragraph 66(12.6011) of the Tax Act, does not exceed $15,000,000 for the purposes of determining the Corporation's right to renounce Qualifying CDE to the Subscriber.

to incur, during the Expenditure Period, Qualifying Expenditures in such amount as enables the Corporation to renounce to the Subscriber, in accordance with the Tax Act and this Subscription Agreement, Qualifying Expenditures in an amount equal to the Commitment Amount; and

to renounce to the Subscriber, effective on or before December 31, 2006, Qualifying Expenditures incurred during the Expenditure Period, as required under the Tax Act and this Subscription Agreement, in an amount equal to the Commitment Amount; and

to deliver to the Subscriber, not later than March 31, 2007, a statement setting forth the aggregate amounts of such Qualifying Expenditures renounced to the Subscriber; and

that all Qualifying Expenditures renounced to the Subscriber pursuant to this Subscription Agreement will be Qualifying Expenditures incurred by the Corporation that, but for the renunciation to the Subscriber, the Corporation would be entitled to deduct in computing its income for the purposes of Part I of the Tax Act; and

that if the amount renounced to the Subscriber hereunder is reduced pursuant to subsection 66(12.73) of the Tax Act, and as the sole recourse to the Subscriber for such reduction, the Corporation shall indemnify the Subscriber as to, and pay in settlement thereof to the Subscriber, an amount equal to the amount of any tax payable under the Tax Act (and under any corresponding provincial legislation) by the Subscriber as a consequence of such reduction; and

that if the Corporation does not renounce to the Subscriber Qualifying Expenditures equal to the Commitment Amount effective on or before December 31, 2006, and as the sole recourse to the Subscriber for such failure, the Corporation shall indemnify the Subscriber as to, and pay in settlement thereof to the Subscriber, an amount equal to the amount of any tax payable under the Tax Act (and under any corresponding provincial legislation) by the Subscriber as a consequence of such failure; and

that the Corporation is a Principal Business Corporation and will maintain its status as a Principal Business Corporation throughout the Expenditure Period; and

to file all prescribed forms required under the Tax Act necessary to renounce Qualifying Expenditures equal to the Commitment Amount to the Subscriber effective on or before December 31, 2006 and to provide the Subscriber with a copy of all such forms as are required to be provided thereto, all on a timely basis; and

that the Corporation will not be subject to the provisions of subsection 66(12.67) of the Tax Act in a manner which impairs its ability to renounce Qualifying Expenditures to the Subscriber in an amount equal to the Commitment Amount; and

that the Corporation shall incur and renounce Qualifying Expenditures pursuant to this Subscription Agreement and all other agreements with other persons providing for the issue of Shares entered into by the Corporation on the Closing Date (collectively the "Other Agreements") pro rata by number of Shares issued or to be issued pursuant thereto before incurring and renouncing Qualifying Expenditures pursuant to any other agreement which the Corporation has entered into, or shall enter into after the Closing Date with any person with respect to the issue of common shares of the Corporation which are "flow-through shares" as defined in subsection 66(15) of the Tax Act; and

that if the Corporation is required under the Tax Act to reduce Qualifying Expenditures previously renounced to the Subscriber, the reduction shall be made pro rata by the number of Shares issued or to be issued pursuant to this Subscription Agreement to the reduction made under the Other Agreements; and

that in the event that the Corporation cannot renounce to the Subscriber Qualifying Expenditures equal to the Commitment Amount, the Corporation shall renounce such lesser amount as is permitted and, to the extent the Corporation has incurred expenses which are capable of renunciation, but which are not Qualifying Expenditures, the Corporation shall, if agreed to by the Subscriber, renounce such expenses to the Subscriber, without any prejudice to any other rights the Subscriber may have under this Subscription Agreement; and

to keep proper books, records and accounts, including books, records and accounts of all Qualifying Expenditures and all transactions affecting the Commitment Amount and the Qualifying Expenditures and to make such books, records and accounts available for inspection or audit by or on behalf of a Subscriber at the Subscriber's expense.

The Subscriber covenants, agrees and represents and warrants to the Corporation that

neither the Subscriber, nor the beneficial purchaser, as the case may be, has or will knowingly enter into any agreement or arrangement which will cause the Shares to be or become "prescribed shares" for purposes of the Tax Act; and

if the Subscriber or beneficial purchaser, as the case may be, is a corporation, trust or partnership, it does not and will not knowingly have, in respect of a renunciation of Qualifying Expenditures hereunder, a "prohibited relationship" with the Corporation within the meaning of subsection 66(12.671) of the Tax Act.

it deals at arm's length with the Corporation within the meaning of the Income Tax Act (Canada) and will continue to do deal at arm's length with the Corporation at all material times.

The Subscriber is resident in Canada, or is subject to the laws of a jurisdiction of Canada;

The Subscriber is purchasing the Shares as principal for its own account or complies with the provisions of paragraph 4(e)(A) or 4(e)(B) of the Subscription Agreement;

The Subscriber is an "accredited investor" within the meaning of National Instrument 45-106 "Prospectus and Registration Exemptions" by virtue of satisfying the indicated criterion as set out in Appendix A to this Representation Letter; and

Upon execution of this Representation Letter by the Subscriber, this Representation Letter shall be incorporated into and form a part of the Subscription Agreement.

a Canadian financial institution, or a Schedule III bank;

the Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada);

a subsidiary of any person referred to in paragraphs (a) or (b), if the person owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by directors of that subsidiary;

a person registered under the securities legislation of a jurisdiction of Canada as an adviser or dealer, other than a person registered solely as a limited market dealer under one or both of the Securities Act (Ontario) or the Securities Act (Newfoundland and Labrador);

an individual registered or formerly registered under the securities legislation of a jurisdiction of Canada as a representative of a person referred to in paragraph (d);

the Government of Canada or a jurisdiction of Canada, or any crown corporation, agency or wholly owned entity of the Government of Canada or a jurisdiction of Canada;

a municipality, public board or commission in Canada and a metropolitan community, school board, the Comité de gestion de la taxe scolaire de l’île de Montréal or an intermunicipal management board in Québec;

any national, federal, state, provincial, territorial or municipal government of or in any foreign jurisdiction, or any agency of that government;

a pension fund that is regulated by either the Office of the Superintendent of Financial Institutions (Canada) or a pension commission or similar regulatory authority of a jurisdiction of Canada

an individual who, either alone or with a spouse, beneficially owns, directly or indirectly, financial assets having an aggregate realizable value that before taxes, but net of any related liabilities, exceeds $1,000,000;

an individual whose net income before taxes exceeded $200,000 in each of the two most recent calendar years or whose net income before taxes combined with that of a spouse exceeded $300,000 in each of the two most recent calendar years and who, in either case, reasonably expects to exceed that net income level in the current calendar year;

(Note: If individual accredited investors wish to purchase through wholly- owned holding companies or similar entities, such purchasing entities must qualify under paragraph (t) below, which must be initialled)

an individual who, either alone or with a spouse, has net assets of at least $5,000,000;

a person, other than an individual or investment fund, that has net assets of at least $5,000,000 as shown on its most recently prepared financial statements, provided that such person has not been created or used solely to purchase or hold securities as an accredited investor;

an investment fund that distributes or has distributed its securities only to

a person that is or was an accredited investor at the time of the distribution,

a person that acquires or acquired securities in the circumstances referred to in sections 2.10 [Minimum amount investment], and 2.19 [Additional investment in investment funds] of NI 45-106, or

a person described in paragraph (A) or (B) that acquires or acquired securities under section 2.18 [Investment fund reinvestment] of NI 45-106;

an investment fund that distributes or has distributed securities under a prospectus in a jurisdiction of Canada for which the regulator or, in Québec, the securities regulatory authority, has issued a receipt;

a trust company or trust corporation registered or authorized to carry on business under the Trust and Loan Companies Act (Canada) or under comparable legislation in a jurisdiction of Canada or a foreign jurisdiction, acting on behalf of a fully managed account managed by the trust company or trust corporation, as the case may be;

a person acting on behalf of a fully managed account managed by that person, if that person

(A)        is registered or authorized to carry on business as an adviser or the equivalent under the securities legislation of a jurisdiction of Canada or a foreign jurisdiction,

a registered charity under the Income Tax Act (Canada) that, in regard to the trade, has obtained advice from an eligibility adviser or an adviser registered under the securities legislation of the jurisdiction of the registered charity to give advice on the securities being traded;

an entity organized in a foreign jurisdiction that is analogous to any of the entities referred to in paragraphs (a) to (d) or paragraph (i) in form and function;

a person in respect of which all of the owners of interests, direct, indirect or beneficial, except the voting securities required by law to be owned by directors, are persons that are accredited investors;

an investment fund that is advised by a person registered as an adviser or a person that is exempt from registration as an adviser; or

a person that is recognized or designated by the securities regulatory authority or, except in Ontario and Québec, the regulator as

an accredited investor, or

an exempt purchaser in Alberta or British Columbia after NI 45-106 comes into force.

one of them is the subsidiary of the other;

each of them is controlled by the same person; or

for the purposes of Saskatchewan securities law, both are subsidiaries of the same issuer;

for the purposes of British Columbia securities law, when such securities are beneficially owned by

an issuer controlled by that person; or

an affiliate of that person or an affiliate of an issuer controlled by that person;

for the purposes of Alberta securities law, when such securities are beneficially owned by

a company controlled by that person or an affiliate of that company;

an affiliate of that person; or

through a trustee, legal representative, agent or other intermediary of that person;

an association governed by the Cooperative Credit Associations Act (Canada) or a central cooperative credit society for which an order has been made under section 473(1) of that Act, or

a bank, loan corporation, trust company, trust corporation, insurance company, treasury branch, credit union, caisse populaire, financial services cooperative, or league that, in each case, is authorized by an enactment of Canada or a jurisdiction of Canada to carry on business in Canada or a jurisdiction in Canada;

is engaged to provide services to the issuer or a related entity of the issuer, other than services provided in relation to a distribution,

provides the services under a written contract with the issuer or a related entity of the issuer, and

spends or will spend a significant amount of time and attention on the affairs and business of the issuer or a related entity of the issuer and includes, for an individual consultant, a corporation of which the individual consultant is an employee or shareholder, and a partnership of which the individual consultant is an employee or partner;

for the purposes of Alberta securities law, any person or company that holds or is one of a combination of persons or companies that holds

a sufficient number of any of the securities of an issuer so as to affect materially the control of the issuer, or

more than 20% of the outstanding voting securities of an issuer except where there is evidence showing that the holding of those securities does not affect materially the control of the issuer;

for the purposes of British Columbia securities law,

a person who holds a sufficient number of the voting rights attached to all outstanding voting securities of an issuer to affect materially the control of the issuer, or

each person in a combination of persons, acting in concert by virtue of an agreement, arrangement, commitment or understanding, which holds in total a sufficient number of the

a member of the board of directors of a company or an individual who performs similar functions for a company, and

with respect to a person that is not a company, an individual who performs functions similar to those of a director of a company;

a chair, vice-chair or president,

a vice-president in charge of a principal business unit, division or function including sales, finance or production,

an officer of the issuer or any of its subsidiaries and who performs a policy-making function in respect of the issuer, or

performing a policy-making function in respect of the issuer;

cash,

securities, or

a contract of insurance, a deposit or an evidence of a deposit that is not a security for the purposes of securities legislation;

acting alone, in conjunction or in concert with one or more other persons or companies, directly or indirectly, takes the initiative in founding, organizing or substantially reorganizing the business of the issuer, and

at the time of the proposed trade, is actively involved in the business of the issuer;

a partnership, unincorporated association, unincorporated syndicate, unincorporated organization or a trust, or

a natural person in the person's capacity as trustee, executor, administrator or other legal representative;

an issuer described in an order that the British Columbia Securities Commission may make pursuant to section 3.2 of the Securities Act (British Columbia); and

an issuer that is in a class of prescribed issuers,

whose primary purpose is to invest money provided by its securityholders,

that does not invest,

for the purpose of exercising or seeking to exercise control of an issuer, other than an issuer that is a mutual fund or a nonredeemable investment fund, or

for the purpose of being actively involved in the management of any issuer in which it invests, other than an issuer that is a mutual fund or a non-redeemable investment fund, and

that is not a mutual fund;

an individual,

a corporation,

a partnership, trust, fund and an association, syndicate, organization or other organized group of persons, whether incorporated or not, and

an individual or other person in that person’s capacity as a trustee, executor, administrator or personal or other legal representative;

liabilities incurred or assumed for the purpose of financing the acquisition or ownership of financial assets; or

liabilities that are secured by financial assets;

for British Columbia, the Securities Act (British Columbia) and the regulations, rules and forms under such Act and the blanket rulings and orders issued by the British Columbia Securities Commission;

for Alberta, the Securities Act (Alberta) and the regulations and rules under such Act and the blanket rulings and orders issued by the Alberta Securities Commission;

the British Columbia Securities Commission;

the Alberta Securities Commission;

is married to another individual and is not living separate and apart within the meaning of the Divorce Act (Canada), from the other individual,

is living with another individual in a marriage-like relationship, including a marriage-like relationship between individuals of the same gender, or

in Alberta, is an individual referred to in paragraph (a) or (b), or is an adult interdependent partner within the meaning of the Adult Interdependent Relationships Act (Alberta);

is not a debt security; and

carries a voting right either under all circumstances or under some contingency that has occurred and is continuing;