PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (For purchasers resident in the United States) TO: WESCORP ENERGY INC. (the Corporation) AND TO: BRYAN & COMPANY LLP, Barristers and Solicitors 2600, 10180 - 101 Street Edmonton, AB T5J 3Y2 Attention: Robert J. Bruggeman

2600, 10180 - 101 Street

Edmonton, AB T5J 3Y2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

the Warrants are not assignable or transferable without the prior written consent of the Corporation;

Warrants may be exercised- in full or in part- by tendering notice and funds to the corporation, at any time up to 4 pm, the “time of expiry”, 24 months from the date of issue. At the “time of expiry” any remaining unexercised Warrants shall be “deemed exercised” ;the Warrants shall be deemed exercised, in accordance with their terms, at any time after six months from the date of issue and prior to the Time of Expiry on the Expiry Date if the weighted average trading price of the Corporation’s Common Shares as traded on the NASD OTC Bulletin Board for the previous ten(10) trading days was at least $1.50 per Common Share;

notwithstanding the exercise of the Warrants, the Corporation shall not be obligated to issue the Common Shares issuable on the exercise of the Warrants unless and until the funds representing the exercise price have been tendered to the Corporation and all other terms and conditions of the certificates representing the Warrants have been complied with by the holder;

in the event that the aggregate exercise for the Warrants is not tendered to the Corporation at 4 pm on the day of their deemed exercise, such any remaining unexercised Warrants will be deemed cancelled and of no force and effect;

we have been advised to consult our own legal advisers in connection with any applicable statutory hold periods and resale restrictions in the United States, relating to the Units and the Common Shares issuable upon the exercise of the Warrants and no representation has been made by the Corporation or its representatives respecting the applicable statutory hold period or resale restrictions;

we are solely responsible (and the Corporation is not in any way responsible) for compliance with applicable hold periods and resale restrictions, including without limitation the filing of any documentation and, if applicable, the payment of any fees with any applicable securities regulatory authority, and that we, and (if applicable) others on whose behalf we are contracting hereunder, are aware that we, and (if applicable) such others, may not be able to resell the Units or the Common Shares issuable upon the exercise of the Warrants except in accordance with limited exceptions under applicable securities legislation and regulatory policy and we and, if applicable, others on whose behalf we are contracting hereunder, will not sell, resell or otherwise transfer the Units and the Common Shares issuable upon the exercise of the Warrants except in compliance with applicable laws; and

we, on our own behalf and (if applicable) on behalf of others for whom we are contracting hereunder, specifically agree that we will not offer, sell, pledge or otherwise transfer the Units or the Common Shares issuable upon the exercise of the Warrants except: (i) to the Corporation; or (ii) inside the United States in a transaction, (A) made in compliance with an exemption from registration under the U.S. Securities Act provided by Rule 144 or Rule 144A thereunder, if available, and any applicable state securities laws of the United States or (B) in a transaction exempt from registration requirements under the U.S. Securities Act and any applicable state securities laws of the United States; we understand that the Units and the Common Shares issuable upon the exercise of the Warrants will bear a legend to the foregoing effect and that prior to any transfer pursuant to the foregoing clauses (ii) and (iii), the Corporation may require that the seller furnish the Corporation and the Corporation's transfer agent with an opinion of counsel of recognized standing, in substance and form satisfactory to the Corporation, that such transfer is exempt from registration under the U.S. Securities Act and any applicable state securities laws; we understand and acknowledge that the certificates for the Units and the Common Shares issuable upon the exercise of the Warrants and any certificates issued in replacement thereof or exchange therefor, shall have endorsed thereon a legend reflecting such restrictions on transfer; and we understand and acknowledge that the Corporation is not obligated to file and has no present intention of filing with the United States Securities and Exchange Commission or with any state securities administrator or commission any registration statement in respect of resales of the Units or the Common Shares issuable upon the exercise of the Warrants in the United States.

a certified cheque, bank draft, money order or wire transfer payable to“Bryan & Company LLP In Trust”, representing the aggregate purchase price payable by us for the Units, unless other payment arrangements acceptable to the Corporation have been made. The entire purchase price for the Units must be paid at the time of subscription;

one completed and duly signed copy of this subscription agreement together with the exemption certification completed in the form attached hereto as Schedule "B";

such other documents as may be required pursuant to terms of this subscription agreement; and

all other documentation as may be required by applicable securities legislation.

such sale being exempt from the prospectus filing requirements and the requirements for the delivery of an offering memorandum (as defined in any applicable United States securities legislation) of all applicable securities legislation relating to such sale or upon the issuance of such rulings, 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

the Corporation obtaining any necessary regulatory approvals.

we have not received, requested or been provided with, nor have any need to receive, a prospectus, offering memorandum (as defined in any applicable United States securities legislation) or similar disclosure document relating to the offering of the Units and/or the business and affairs of the Corporation and that the decision to enter into this subscription agreement and purchase of the Units has not been based upon any verbal or written representation as to fact or otherwise made by or on behalf of the Corporation or any officer, director, employee or agent of the Corporation and that such decision is based entirely upon information set out in this subscription agreement and currently available public information concerning the Corporation;

there has not been any advertisement of the offering of the Units in printed public media, radio, television or telecommunications, including electronic display such as the Internet or any seminar or meeting whose attendees have been invited by general solicitation or general advertising;

no agency, governmental authority, regulatory body, stock exchange or other entity has made any finding or determination as to the merit for investment of, nor have any such agencies or governmental authorities made any recommendation or endorsement with respect to the Units or the Common Shares underlying the Units;

no prospectus has been filed by the Corporation with a securities commission or other securities regulatory authority in any jurisdiction in connection with the issuance of the Units and such issuances are exempt from the prospectus requirements otherwise applicable under the provisions of United States securities laws and, as a result, in connection with our purchase of the Units or the Common Shares underlying the Units hereunder:

we are restricted from using most of the civil remedies available under United States securities laws;

we will not receive information that would otherwise be required to be provided to us under applicable securities laws or contained in a prospectus prepared in accordance with applicable securities laws; and

the Corporation is relieved from certain obligations that would otherwise apply under such applicable securities laws;

the Units are being offered for sale only on a “private placement” basis; and

Bryan & Company LLP is acting as counsel to the Corporation pursuant to the Offering and is not acting as counsel to the purchasers of the Unit.

Jurisdiction of Residence - we, and any person on whose behalf we are contracting, are resident or otherwise subject to the applicable securities legislation in the jurisdiction set out under “Subscriber's Address” on page 1 of this subscription agreement, and the purchase by and sale to us (and any person on whose behalf we are contracting), of the Units has occurred only in such jurisdiction. The address set out under “Subscriber’s Address” on page 1 was not created and is not used solely for the purpose of acquiring the Units and we, and any person on whose behalf we are contracting, were solicited to purchase in such jurisdiction and are acquiring the Units for our own account, or for the account of a person over which we exercise sole investment discretion, and as to which the we have the authority to make the statements set forth in this subscription agreement. We, and any person on whose behalf we are contracting, have not been formed solely for the purpose of entering into the transactions contemplated by this subscription agreement;

Prospectus Exempt Purchaser - we make the representations, warranties and covenants set out below and in Schedule "B" to this subscription agreement with the Corporation and we are an “accredited investor” within the meaning set out in Rule 501 under the U.S. Securities Act, by virtue of falling within one of the categories of "accredited investor" set forth in Appendix 1 to Schedule "B" attached hereto (PLEASE COMPLETE THE CERTIFICATE SET OUT IN SCHEDULE "B" ATTACHED HERETO.)

Legend - upon the original issuance thereof, and until such time as the same is no longer required under applicable requirements of the U.S. Securities Act or applicable state securities laws the certificates representing the Units and the Common Shares issuable upon the exercise of the Warrants and all certificates issued in exchange therefor or in substitution thereof, shall bear a legend in substantially the form set forth below:

Investment Intent - we are acquiring the Units for our own account (or a trust account if the subscriber is a trustee) and not as a nominee. We understand that the purchase of the Units involves a high degree of risk and that we must bear the economic risk of this investment indefinitely unless sale of the Units is registered pursuant to the U.S. Securities Act, or an exemption from registration for their sale is available. We understand that, in the view of the United States Securities and Exchange Commission, the statutory basis for the exemption claimed for this transaction would not be present if the offering of the Units, although in technical compliance with Regulation D, is part of a plan or scheme to evade the registration provisions of the U.S. Securities Act. We are acquiring the Units for investment purposes.

General Solicitation in the U.S. - we, on our own behalf and (if applicable) on behalf of others for whom we are contracting hereunder, acknowledge that we have not purchased the Units as a result of any general solicitation or general advertising, as such terms are used in Regulation D under the U.S. Securities Act, including without limitation, advertisements, articles, notices or other communications published in any newspaper, magazine or similar media, or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising;

No Sale in Violation of the Securities Laws - we covenant that we will not knowingly sell, transfer or otherwise dispose of the Units in violation of the U.S. Securities Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or the rules and regulations of the Securities and Exchange Commission. We will only offer and sell the Units pursuant to an effective registration statement under the U.S. Securities Act or an exemption from the registration provisions of the U.S. Securities Act or outside the United States in accordance with applicable securities laws.

Resale Restrictions - we have been independently advised as to, and are aware of the restrictions with respect to trading in the Units and Common Shares underlying the Units pursuant to the applicable securities laws and any applicable stock exchanges;

Due Execution and Delivery - we are responsible for obtaining such legal advice as we consider necessary in connection with the execution, delivery and performance by us of this agreement and the transactions contemplated herein and we represent and warrant that such execution, delivery and performance shall not contravene any applicable laws of the jurisdiction in which we are resident;

Independent Tax Advice - we are solely responsible for obtaining such advice concerning the tax consequences of our investment in the Units and we are not relying on the Corporation for advice concerning such tax consequences;

Capacity - if we and, if applicable, any person on whose behalf we are contracting (i) are an individual, we have attained the age of majority and are legally competent to execute this subscription agreement and to perform all actions required pursuant hereto; or (ii) are a corporation, partnership, unincorporated association or other entity, we, as the case may be, have the legal capacity and competence to enter into and be bound by this subscription agreement and we further certify that all necessary approvals of directors, shareholders or otherwise have been given and obtained;

Authority - the entering into of this subscription agreement and the completion of the transactions contemplated herein will not result in the violation of any of the terms and provisions of any law applicable to, or the constating documents of, us or any purchaser on whose behalf we are contracting or of any agreement, written or oral, to which we are or such other purchaser is a party or by which we or such other purchaser are bound;

Enforceability - this subscription agreement has been duly and validly authorized, executed and delivered by us and, upon acceptance by the Corporation this subscription agreement will constitute a legal, valid and binding contract of ours, enforceable against us, in accordance with its terms;

No Representation re: Resale, Refund, Future Price or Listing - no person has made any written or oral representation to us:

that any person will resell or repurchase the Units or the Common Shares underlying the Units;

that any person will refund the purchase price of the Units or the Common Shares underlying the Units other than as may be provided in this subscription agreement; or

relating to the future price or value of the Units or the Common Shares underlying the Units.

Investment Experience - we have knowledge and experience with respect to investments of this type enabling us, to evaluate the merits and risks thereof and the capacity to obtain competent independent business, legal and tax advice regarding this investment;

Investment Intent - we are subscribing for the Units as principal for our own account and not for the benefit of any other person (within the meaning of applicable securities legislation) and not with a view to resale or distribution of all or any of the Units or the Common Shares underlying the Units, or in the case of a subscription for the Units, by us acting as trustee or agent (including, for greater certainty, a portfolio manager or comparable adviser) for a principal, the we are duly authorized to execute and deliver this subscription agreement and all other necessary documentation in connection with such subscription on behalf of each such beneficial person, each of whom is subscribing 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 the Units;

Share Ownership - we own that number and type of securities of the Corporation set forth on page 1 of this subscription agreement; and

WESCORP ENERGY INC.

purchasing the securities of the Corporation as principal;

it or its disclosed principal is resident in or subject to the laws of the United States; and

it or its disclosed principal is an "accredited investor" (as that term is defined in Regulation D under the U.S. Securities Act) by virtue of satisfying the indicated criteria on Appendix 1 hereto.

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