Offering Memorandum: Available to Investors in all provinces and territories of Canada.
All investors must receive the Offering Memorandum and complete a Form 45-106F4 "Risk Acknowledgement". For residents of all provinces or territories (other than British Columbia or Newfoundland & Labrador) investing greater than $10,000, the investor must be an Eligible Investor or an Accredited Investor. To qualify as an Eligible Investor, the investor must have earned net income in excess of $75,000, (or $125,000 with spouse) in each of the last two calendar years and reasonably expects to exceed that net income level in the current calendar year or, either alone or with a spouse, has net assets of at least $400,000. Residents of Manitoba, Prince Edward Island, Yukon, Northwest Territories or Nunavut complete an "Eligible Investor Questionnaire". Residents ** of Alberta, Saskatchewan, Ontario, Quebec, Nova Scotia or New Brunswick complete Schedule 1 and Schedule 2. See below for definition of Accredited Investor. ** Note: There are no investment restrictions on non-individuals (i.e. corporations).

Accredited Investor as defined by National Instrument 45-106 - Prospectus Exemptions (NI 45-106):
Investors who qualify as Accredited Investors must fall into one or more of the categories including, but not limited to, an individual with a net income exceeding $200,000 (or $300,000 with spouse) in each of the last two calendar years and who reasonably expects to exceed that net income level in the current calendar year, an individual who, either alone or with a spouse, own financial assets in excess of $1,000,000 or net assets of at least $5,000,000. All investors must complete an Accredited Investor Status Certificate and Form 45-106F9, where applicable.

Minimum Amount Exemption:
Investors who are non-individuals and are purchasing as principal securities with an aggregate acquisition cost of not less than $150,000 (and are not a person created or used, solely to purchase or hold securities in reliance on the exemption from the prospectus requirements).