THIS
PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE “SUBSCRIPTION
AGREEMENT”) RELATES TO AN OFFERING OF SECURITIES IN AN
OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS
DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”).
NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES
HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE
SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR
SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S.
PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE
PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO
AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY
IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION,
HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED
UNLESS IN ACCORDANCE WITH THE 1933 ACT. “UNITED STATES”
AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER
THE 1933 ACT.
CANDEV RESOURCE EXPLORATION, INC.
PRIVATE PLACEMENT SUBSCRIPTION
AGREEMENT
CANADIAN AND OFFSHORE PURCHASERS
ONLY
INSTRUCTIONS TO SUBSCRIBER
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1.
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All purchasers must complete
all the information in the boxes on page 1 and sign
where indicated with an “
X ”.
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2.
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If the subscriber is an
accredited investor ,
then complete the “ Accredited Investor Questionnaire
” that starts on page 4.
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3.
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If the purchaser is not an
accredited investor , and
not purchasing a minimum of $150,000 in value of securities,
complete the “ Friends and Family” Questionnaire
that starts on page 7.
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4.
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Purchasers purchasing a
minimum of $150,000 in value of securities may subscribe without
filling in an Accredited Investor or Friends and Family
Questionnaire .
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5.
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Terms of this offering and
payment provisions are set out starting on page 2
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This is Page 1 of 16 pages of a
subscription agreement and related appendices, schedules and forms.
Collectively, these pages together are referred to as the
“Subscription Agreement”.
PRIVATE PLACEMENT SUBSCRIPTION
AGREEMENT
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TO:
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CANDEV RESOURCE EXPLORATION, INC.
(the “ Issuer ”), Suite 2200 – 1177 West
Hastings Street, Vancouver, BC V6E 2K3
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Subject and pursuant to the terms
set out in the Terms on pages 9 to 10 , the General Provisions on pages 11 to 18 and
the other appendices, acknowledgements, provisions and forms
attached which are hereby incorporated by reference, the
undersigned purchaser (the “ Subscriber ”)
hereby irrevocably subscribes for, and on Closing will purchase
from the Issuer, the following securities at the following
price:
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_____________________
Units
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USD $0.15
per Unit for a total
purchase price of USD $ _______________________________
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The Subscriber
owns, directly or indirectly, the following securities of the
Issuer:
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[Check if
applicable] The
Subscriber is [ ] an insider of the Issuer or [ ] a member of the
professional group
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The Subscriber directs the Issuer to issue,
register and deliver the certificates representing the Purchased
Securities as follows:
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REGISTRATION
INSTRUCTIONS
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DELIVERY
INSTRUCTIONS
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Name to appear
on certificate
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Name and
account reference, if applicable
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Account
reference if applicable
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Contact
name
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Address
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Address
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Telephone
Number
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EXECUTED by the Subscriber
this _______day of ______________, 2009. By executing this
Subscription Agreement, the Subscriber certifies that the
Subscriber and any beneficial Subscriber for whom the Subscriber is
acting is resident in the jurisdiction shown as the “Address
of Subscriber”.
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WITNESS:
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EXECUTION BY
SUBSCRIBER:
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X
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Signature of
Witness
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Signature of
individual (if Subscriber is an individual)
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X
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Name of
Witness
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Authorized
signatory (if Subscriber is not an individual)
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Address of
Witness
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Name of
Subscriber ( please print )
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Name of
authorized signatory ( please print )
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Accepted this
day of ______________, 2009
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CANDEV
RESOURCE EXPLORATION, INC.
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Address of
Subscriber (residence)
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Per:
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Telephone
Number
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Authorized
Signatory
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E-mail
address
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Social
Security/Insurance No.:
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By signing this acceptance, the
Issuer agrees to be bound by the Terms on pages 2 to 3, the General
Provisions on pages 8 to 15 and the other schedules and appendices
incorporated by reference.
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Subscription
Agreement (with related appendices, schedules and
forms)
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Page 2 of 16
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TERMS
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Reference
date of this Subscription Agreement
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________________, 2009 (the “Agreement
Date”)
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THE
OFFERING
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The
Issuer
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Candev Resource Exploration, Inc.
(the “ Issuer ”)
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Offering
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The offering consists of units of
the Issuer (the “ Units ”) at a price of $0.15
per Unit, each Unit comprising of one share of common stock (a
“ Share ”) of the Issuer and one common share
purchase warrant (each a “ Warrant ”). Each
Warrant entitles the Subscriber to purchase one additional share of
common stock of the Issuer (a “ Warrant Share ”)
at a price of $0.30 for a period of two years from
Closing.
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Purchased
Securities
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The “ Purchased
Securities ” under this Subscription Agreement are Shares
and Warrants of the Issuer.
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Securities
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“ Securities ”
are the Shares, the Warrants and the Warrant Shares issued upon
exercise of the Warrants.
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No Minimum
or Maximum
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There is no minimum or maximum
offering. The Issuer may close on any subscription amounts it
receives and it may close the offering in tranches.
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Issue
Price
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$0.15 per Unit
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Warrants
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The certificates representing the
Warrants will, among other things, include provisions for the
appropriate adjustment in the class, number and price of the
Warrant Shares issued upon exercise of the Warrants upon the
occurrence of certain events, including any subdivision,
consolidation or reclassification of the Issuer’s shares of
common stock, the payment of stock dividends and the amalgamation
of the Issuer. The issue of the Warrants will not restrict or
prevent the Issuer from obtaining any other financing, or from
issuing additional securities or rights, during the period within
which the Warrants may be exercised.
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Selling
Jurisdictions
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The Units may be sold in
jurisdictions where they may be lawfully sold in Canada
(the ”Selling Jurisdictions”).
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Exemptions
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The offering will be made in
accordance with the following exemptions:
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(a)
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the “accredited investor” exemption
in Canada (section 2.3 of National Instrument 45-106);
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(b)
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the “friends and family” exemption
in Canada (section 2.5 of National Instrument 45-106);
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(c)
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the “$150,000 purchaser” exemption
in Canada (section 2.10 of National Instrument 45-106);
and
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(d)
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such other exemptions as may be available the
securities laws of the Selling Jurisdictions.
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Subscription
Agreement (with related appendices, schedules and
forms)
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Page 3 of 16
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Resale
restrictions and legends
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The Subscriber acknowledges that the
certificates representing the Purchased Securities will bear the
following legends:
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THE SECURITIES REPRESENTED HEREBY HAVE BEEN
OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S.
PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT").
NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED
UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS
SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY,
IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT
IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933
ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933
ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE
SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933
ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION
S UNDER THE 1933 ACT.
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UNLESS OTHERWISE PERMITTED UNDER SECURITIES
LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE
SECURITY IN OR FROM BRITISH COLUMBIA UNLESS (A) THE SECURITY HOLDER
TRADES THE SECURITY THROUGH AN INVESTMENT DEALER REGISTERED IN
BRITISH COLUMBIA FROM AN ACCOUNT AT THAT DEALER IN THE NAME OF THAT
SECURITY HOLDER, AND (B) THE DEALER EXECUTES THE TRADE THROUGH THE
OTC BULLETIN BOARD OR PINK SHEETS”
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Subscribers are advised to
consult with their own legal counsel or advisors to determine the
resale restrictions that may be applicable to them.
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Closing
Date
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The completion of the sale and purchase of the
Units will take place in one or more closings, on a date or dates
as agreed to by the Issuer and the Subscriber. Payment for, and
delivery of the Units, is scheduled to occur on or about
_____________ , 2009 or such later date as determined by the Issuer
(the “ Closing Date ”).
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Payment of
Subscription Funds
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Subscribers are required to deliver this
executed Subscription Agreement to the Issuer and pay the
subscription funds directly to the Issuer. Please make all cheques
payable to Candev Resource Exploration, Inc.
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THE ISSUER
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Jurisdiction
of organization
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The Issuer is incorporated under the laws of the
State of Nevada.
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Stock
Exchange Listings
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The Issuer’s securities are quoted on the
FINRA Over-the-Counter Bulletin Board under the symbol
“CVRX.OB”.
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End of Terms
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Subscription
Agreement (with related appendices, schedules and
forms)
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Page 4 of 16
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NATIONAL INSTRUMENT 45-106
ACCREDITED INVESTOR QUESTIONNAIRE
The purpose of this Questionnaire
is to assure Candev Resource Exploration, Inc. (the “
Issuer ”) that the undersigned (the “
Subscriber ”) will meet certain requirements for the
registration and prospectus exemptions provided for under National
Instrument 45-106 - Prospectus and Registration Exemptions
(“ NI 45-106 ”), as adopted by the Securities
Commissions in Canada, in respect of a proposed private placement
of securities by the Issuer (the “ Transaction
”). The Issuer will rely on the information contained in this
Questionnaire for the purposes of such determination.
The undersigned Subscriber
covenants, represents and warrants to the Issuer that:
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1.
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the Subscriber has such knowledge
and experience in financial and business matters as to be capable
of evaluating the merits and risks of the Transaction and the
Subscriber is able to bear the economic risk of loss arising from
such Transaction;
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2.
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the Subscriber satisfies one or
more of the categories of “accredited investor” (as
that term is defined in NI 45-106) indicated below (please check
the appropriate box):
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[ ]
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(a)
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a Canadian financial institution
as defined in National Instrument 14-101, or an authorized foreign
bank listed in Schedule III of the Bank Act (Canada);
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[ ]
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(b)
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the Business Development Bank of
Canada incorporated under the Business Development Bank Act
(Canada);
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[ ]
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(c)
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a subsidiary of any person
referred to in any of the foregoing categories, 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;
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[ ]
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(d)
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an individual registered or
formerly registered under securities legislation in a jurisdiction
of Canada, as a representative of a person or company registered
under securities legislation in a jurisdiction of Canada, as an
adviser or dealer, other than a limited market dealer registered
under the Securities Act (Ontario) or the Securities Act
(Newfoundland);
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[ ]
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(e)
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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);
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[ ]
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(f)
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the government of Canada or a
province, or any crown corporation or agency of the government of
Canada or a province;
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[ ]
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(g)
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a municipality, public board or
commission in Canada and a metropolitan community, school board,
the Comite de gestion de la taxe scholaire de l’ile de
Montreal or an intermunicipal management board in
Québec;
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[ ]
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(h)
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a national, federal, state,
provincial, territorial or municipal government of or in any
foreign jurisdiction, or any agency thereof;
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[ ]
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(i)
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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;
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Subscription
Agreement (with related appendices, schedules and
forms)
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Page 5 of 16
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[ ]
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(j)
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an individual who either alone or
with a spouse beneficially owns, directly or indirectly, financial
assets (as defined in NI 45-106) having an aggregate realizable
value that, before taxes but net of any related liabilities,
exceeds CDN $1,000,000;
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[ ]
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(k)
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an individual whose net income
before taxes exceeded CDN $200,000 in each of the two more recent
calendar years or whose net income before taxes combined with that
of a spouse exceeded CDN$300,000 in each of those years and who, in
either case, reasonably expects to exceed that net income level in
the current calendar year;
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[ ]
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(l)
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an individual who, either alone
or with a spouse, has net assets of at least CDN
$5,000,000;
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[ ]
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(m)
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a person, other than an
individual or investment fund, that had net assets of at least CDN
$5,000,000 as reflected on its most recently prepared financial
statements;
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[ ]
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(n)
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an investment fund that
distributes it securities only to persons that are accredited
investors at the time of distribution, a person that acquires or
acquired a minimum of CDN $150,000 of value in securities, or a
person that acquires or acquired securities under Sections 2.18 or
2.19 of NI 45-106;
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[ ]
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(o)
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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;
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[ ]
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(p)
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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;
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(q)
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a person acting on behalf of a
fully managed account managed by that person, if that person (i) 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, and (ii) in Ontario, is
purchasing a security that is not a security of an investment
fund;
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[ ]
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(r)
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a registered charity under the
Income Tax Act (Canada) that, in regard to the trade, has obtained
advice from an eligibility advisor or an advisor registered under
the securities legislation of the jurisdiction of the registered
charity to give advice on the securities being traded;
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