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Unofficial consolidation for financial years beginning on or after January 1, 2011 This is an unofficial consolidation of Form 45-106F3 Offering Memorandum for Qualifying Issuers reflecting amendments made effective January 1, 2011 in connection with Canada’s changeover to IFRS. The amendments apply to an offering memorandum that includes financial statements for periods relating to financial years beginning on or after January 1, 2011. This document is for reference purposes only and is not an official statement of the law. Form 45-106F3 Offering Memorandum for Qualifying Issuers Date: [Insert the date from the certificate page.] The Issuer Name: Head office: Address: Phone #: E-mail address: Fax #: Where currently listed or quoted? [e.g., TSX/TSX Venture Exchange] Jurisdictions in which the issuer is a reporting issuer: The Offering Securities offered: Price per security: Minimum/Maximum offering: [If there is no minimum state in bold: “There is no minimum.” and also state in bold type: “You may be the only purchaser.”] State in bold type: Funds available under the offering may not be sufficient to accomplish our proposed objectives. Minimum subscription amount: [State the minimum amount each investor must invest, or state “There is no minimum subscription amount an investor must invest.”] Payment terms: Proposed closing date(s): Income Tax consequences: “There are important tax consequences to these securities. See item 6.” [If income tax consequences are not material, delete this item.] Selling agent? [Yes/No. If yes, state “See item 7”. The name of the selling agent may also be stated.] Resale restrictions State: “You will be restricted from selling your securities for 4 months and a day. See item 10”.

Unofficial consolidation for financial years beginning on or after January 1, 2011 Purchaser’s rights State: “You have 2 business days to cancel your agreement to purchase these securities. If there is a misrepresentation in this offering memorandum, you have the right to sue either for damages or to cancel the agreement. See item 11.” State in bold type: “No securities regulatory authority or regulator has assessed the merits of these securities or reviewed this offering memorandum. Any representation to the contrary is an offence. This is a risky investment. See item 8.” [All of the above information must appear on a single cover page.] Item 1: Use of Available Funds 1.1 Available Funds - Using the following table, disclose the funds available as a result of the offering. If the issuer plans to combine additional sources of funding with the available funds from the offering to achieve its principal capital-raising purpose, please provide details about each additional source of funding. If there is no minimum offering, state “$0” as the minimum. Disclose also the amount of any working capital deficiency, if any, of the issuer as at a date not more than 30 days prior to the date of the offering memorandum. If the working capital deficiency will not be eliminated by the use of available funds, state how the issuer intends to eliminate or manage the deficiency. Assuming min. Assuming max. offering offering A Amount to be raised by this offering $ $ B Selling commissions and fees $ $ C Estimated offering costs (e.g., legal, accounting, audit) $ $ D Available funds: D = A - (B+C) $ $ E. Additional sources of funding required $ $ F. Working capital deficiency $ $ G. Total: G = (D+E) - F $ $ 1.2 Use of Available Funds - Using the following table, provide a detailed breakdown of how the issuer will use the available funds. If any of the available funds will be paid to an insider, associate or affiliate of the issuer, disclose in a note to the table the name of the insider, associate or affiliate, the relationship to the issuer, and the amount. If the issuer has a working capital deficiency, disclose the portion, if any, of the available funds to be applied against the working capital deficiency. If more than 10% of the available funds will be used by the issuer to pay debt

Unofficial consolidation for financial years beginning on or after January 1, 2011 and the issuer incurred the debt within the two preceding financial years, describe why the debt was incurred. Description of intended use of available funds listed in order Assuming min. Assuming max. of priority. offering offering $ $ $ $ Total: Equal to G in the Funds table above $ $ 1.3 Reallocation - The available funds must be used for the purposes disclosed in the offering memorandum. The board of directors can reallocate the proceeds to other uses only for sound business reasons. If the available funds may be reallocated, include the following statement: “We intend to spend the available funds as stated. We will reallocate funds only for sound business reasons.” 1.4 Insufficient Funds - If applicable, disclose that the funds available as a result of the offering either may not or will not be sufficient to accomplish all of the issuer’s proposed objectives and that there is no assurance that alternative financing will be available. If alternative financing has been arranged, disclose the amount, source and any outstanding conditions that must be satisfied. Item 2: Information About [name of issuer or other term used to refer to issuer] 2.1 Business Summary - Briefly (in one or two paragraphs) describe the business intended to be carried on by the issuer over the next 12 months. State whether this represents a change of business. The disclosure must provide sufficient information to enable a prospective purchaser to make an informed investment decision. If the issuer is a non-resource issuer, describe the products that the issuer is or will be developing or producing and the stage of development of each of the products. If the issuer is a resource issuer, state: whether the issuer’s principal properties are primarily in the exploration or in the development or production stage; what resources the issuer is engaged in exploring, developing or producing; and the locations of the issuer’s principal properties. A resource issuer who discloses information about its oil and gas activities must follow General Instruction A-9 of this Form.

Unofficial consolidation for financial years beginning on or after January 1, 2011 2.2 Existing Documents Incorporated by Reference - State: “Information has been incorporated by reference into this offering memorandum from documents listed in the table below, which have been filed with securities regulatory authorities or regulators in Canada. The documents incorporated by reference are available for viewing on the SEDAR website at www.sedar.com. In addition, copies of the documents may be obtained on request without charge from [insert complete address and telephone and the name of a contact person]. Documents listed in the table and information provided in those documents are not incorporated by reference to the extent that their contents are modified or superseded by a statement in this offering memorandum or in any other subsequently filed document that is also incorporated by reference in this offering memorandum.” Using the following table, list all of the documents incorporated by reference (as required by Instruction D.1): Description of document (In the case of material change reports, provide a brief description of the nature of the material change) Date of document 2.3 Existing Documents Not Incorporated by Reference - State: “Other documents available on the SEDAR website (for example, most press releases, take-over bid circulars, prospectuses and rights offering circulars) are not incorporated by reference into this offering memorandum unless they are specifically referenced in the table above. Your rights as described in item 11 of this offering memorandum apply only in respect of information contained in this offering memorandum and documents or information incorporated by reference.” 2.4 Existing Information Not Incorporated by Reference - Certain specified information (as outlined in Instruction D.2) contained in the documents incorporated by reference may be, but is not required to be, incorporated by reference into the offering memorandum. If the issuer does not wish to incorporate that information into the offering memorandum, the issuer must state that and include a statement in the offering memorandum identifying:

Unofficial consolidation for financial years beginning on or after January 1, 2011 (a) the information that is not being incorporated by reference, and (b) the document in which the information is contained. 2.5 Future Documents Not Incorporated by Reference - State: “Documents filed after the date of this offering memorandum are not deemed to be incorporated into this offering memorandum. However, if you subscribe for securities and an event occurs, or there is a change in our business or affairs, that makes the certificate to this offering memorandum no longer true, we will provide you with an update of this offering memorandum, including a newly dated and signed certificate, and will not accept your subscription until you have re-signed the agreement to purchase the securities.” Item 3: Interests of Directors, Executive Officers, Promoters and Principal Holders 3.1 Using the following table, provide information about each director, executive officer, promoter and each person who, directly or indirectly, beneficially owns or controls 10% or more of any class of voting securities of the issuer (a “principal holder”). If the principal holder is not an individual, state in a note to the table the name of any person or company that, directly or indirectly, beneficially owns or controls more than 50% of the voting rights of the principal holder. Name and municipality of principal residence Position(s) with the issuer 3.2 State: “You can obtain further information about directors and executive officers from [insert the name and date of the document(s) with the most current information, e.g., management information circular, annual information form or material change report].” 3.3 State: “Current information regarding the securities held by directors, executive officers and principal holders can be obtained from [refer to the SEDI website at www.sedi.ca or, if information cannot be obtained from the SEDI website, refer to the securities regulatory authority(ies) or regulator(s) from which the information can be obtained, including any website(s)]. [Name of issuer or other term used to refer to issuer] can not guarantee the accuracy of this information.”

Unofficial consolidation for financial years beginning on or after January 1, 2011 3.4 Loans - Disclose the principal amount of any debenture or loan, the repayment terms, security, due date and interest rate due to or from the directors, management, promoters and principal holders as at a date not more than 30 days prior to the date of the offering memorandum. Item 4: Capital Structure Using the following table, provide the required information about outstanding securities of the issuer (including options, warrants and other securities convertible into shares). If necessary, notes to the table may be added to describe the material terms of the securities. Number outstanding as at [a date not more than 30 days prior to the Number offering Number Number Description of authorized to be Price per memorandum outstanding after outstanding after security issued security date] min. offering max. offering Item 5: Securities Offered 5.1 Terms of Securities - Describe the material terms of the securities being offered, including: (a) voting rights or restrictions on voting, (b) conversion or exercise price and date of expiry, (c) rights of redemption or retraction, and (d) interest rates or dividend rates. 5.2 Subscription Procedure (a) Describe how a purchaser can subscribe for the securities and the method of payment.

Unofficial consolidation for financial years beginning on or after January 1, 2011 (b) State that the consideration will be held in trust and the period that it will be held (refer at least to the mandatory two day period). (c) Disclose any conditions to closing e.g., receipt of additional funds from other sources. If there is a minimum offering, disclose when consideration will be returned to purchasers if the minimum is not met. Item 6: Income Tax Consequences and RRSP Eligibility 6.1 State: “You should consult your own professional advisers to obtain advice on the income tax consequences that apply to you”. 6.2 If income tax consequences are a material aspect of the securities being offered (e.g., flow- through shares), provide (a) a summary of the significant income tax consequences to Canadian residents, and (b) the name of the person or company providing the income tax disclosure in (a). 6.3 Provide advice regarding the RRSP eligibility of the securities and the name of the person or company providing the advice or state “Not all securities are eligible for investment in a registered retirement savings plan (RRSP). You should consult your own professional advisers to obtain advice on the RRSP eligibility of these securities.” Item 7: Compensation Paid to Sellers and Finders If any person or company has or will receive any compensation (e.g., commission, corporate finance fee or finder’s fee) in connection with the offering, provide the following information to the extent applicable: (a) a description of each type of compensation and the estimated amount to be paid for each type, (b) if a commission is being paid, the percentage that the commission will represent of the gross proceeds of the offering (assuming both the minimum and maximum offering),

Unofficial consolidation for financial years beginning on or after January 1, 2011 (c) details of any broker’s warrants or agent’s option (including number of securities under option, exercise price and expiry date), and (d) if any portion of the compensation will be paid in securities, details of the securities (including number, type and, if options or warrants, the exercise price and expiry date). Item 8: Risk Factors Describe in order of importance, starting with the most important, the risk factors material to the issuer that a reasonable investor would consider important in deciding whether to buy the issuer’s securities. Risk factors will generally fall into the following three categories: (a) Investment Risk - risks that are specific to the securities being offered. Some examples include • arbitrary determination of price, • no market or an illiquid market for the securities, • resale restrictions, and • subordination of debt securities. (b) Issuer Risk - risks that are specific to the issuer. Some examples include • insufficient funds to accomplish the issuer’s business objectives, • no history or a limited history of revenue or profits, • lack of specific management or technical expertise, • management’s regulatory and business track record, • dependence on key employees, suppliers or agreements, • dependence on financial viability of guarantor, • pending and outstanding litigation, and • political risk factors. (c) Industry Risk - risks faced by the issuer because of the industry in which it operates. Some examples include • environmental and industry regulation,

Unofficial consolidation for financial years beginning on or after January 1, 2011 • product obsolescence, and • competition. Item 9: Reporting Obligations 9.1 Disclose the documents that will be sent to purchasers on an annual or on-going basis. 9.2 If corporate or securities information about the issuer is available from a government, securities regulatory authority or regulator, SRO or quotation and trade reporting system, disclose where that information can be located (including website address). Item 10: Resale Restrictions For trades in Alberta, British Columbia, New Brunswick, Newfoundland and Labrador, Northwest Territories, Nova Scotia, Nunavut, Prince Edward Island, Québec, Saskatchewan and Yukon, state: “These securities will be subject to a number of resale restrictions, including a restriction on trading. Until the restriction on trading expires, you will not be able to trade the securities unless you comply with an exemption from the prospectus and registration requirements under securities legislation. Unless permitted under securities legislation, you cannot trade the securities before the date that is 4 months and a day after the distribution date.” Item 11: Purchasers’ Rights State the following: “If you purchase these securities you will have certain rights, some of which are described below. For information about your rights you should consult a lawyer. (1) Two -Day Cancellation Right - You can cancel your agreement to purchase these securities. To do so, you must send a notice to us by midnight on the 2nd business day after you sign the agreement to buy the securities.

Unofficial consolidation for financial years beginning on or after January 1, 2011 (2) Statutory Rights of Action in the Event of a Misrepresentation - [Insert this section only if the securities legislation of the jurisdiction in which the trade occurs provides purchasers with statutory rights in the event of a misrepresentation in an offering memorandum. Modify the language, if necessary, to conform to the statutory rights.] If there is a misrepresentation in this offering memorandum, you have a statutory right to sue: (a) [name of issuer or other term used to refer to issuer] to cancel your agreement to buy these securities, or (b) for damages against [state the name of issuer or other term used to refer to issuer and the title of any other person or company against whom the rights are available]. This statutory right to sue is available to you whether or not you relied on the misrepresentation. However, there are various defences available to the persons or companies that you have a right to sue. In particular, they have a defence if you knew of the misrepresentation when you purchased the securities. If you intend to rely on the rights described in (a) or (b) above, you must do so within strict time limitations. You must commence your action to cancel the agreement within [state time period provided by the securities legislation]. You must commence your action for damages within [state time period provided by the securities legislation]. (3) Contractual Rights of Action in the Event of a Misrepresentation - [Insert this section only if the securities legislation of the jurisdiction in which the purchaser is resident does not provide purchasers with statutory rights in the event of a misrepresentation in an offering memorandum.] If there is a misrepresentation in this offering memorandum, you have a contractual right to sue [name of issuer or other term used to refer to issuer]: (a) to cancel your agreement to buy these securities, or (b) for damages. This contractual right to sue is available to you whether or not you relied on the misrepresentation. However, in an action for damages, the amount you may recover will not exceed the price that you paid for your securities and will not include any part of the damages that [name of issuer or other term used to refer to issuer] proves does not represent the depreciation in value of the securities resulting from the misrepresentation. [Name of issuer or

Unofficial consolidation for financial years beginning on or after January 1, 2011 other term used to refer to issuer] has a defence if it proves that you knew of the misrepresentation when you purchased the securities. If you intend to rely on the rights described in (a) or (b) above, you must do so within strict time limitations. You must commence your action to cancel the agreement within 180 days after you signed the agreement to purchase the securities. You must commence your action for damages within the earlier of 180 days after learning of the misrepresentation and 3 years after you signed the agreement to purchase the securities.” Item 12: Date and Certificate State the following on the certificate page of the offering memorandum: “Dated [insert the date the certificate page of the offering memorandum is signed]. This offering memorandum does not contain a misrepresentation.”

Instructions for Completing Form 45-106F3 Offering Memorandum for Qualifying Issuers A. General Instructions 1. Only a “qualifying issuer” may use this form. 2. An issuer using this form to draft an offering memorandum must incorporate by reference certain parts of its existing continuous disclosure base. An issuer that does not want to do this must use Form 45-106F2 Offering Memorandum for Non-Qualifying Issuers. 3. Draft the offering memorandum so that it is easy to read and understand. Be concise and use clear, plain language. Avoid technical terms. If technical terms are necessary, provide definitions. 4. Address the items required by the form in the order set out in the form. However, it is not necessary to provide disclosure about an item that does not apply. 5. The issuer may include additional information in the offering memorandum other than that specifically required by the form. The offering memorandum is generally not required to contain the level of detail and extent of disclosure required by a prospectus. However, an offering memorandum must provide a prospective purchaser with sufficient information to make an informed investment decision. 6. The issuer may wrap the offering memorandum around a prospectus or similar document. However, all matters required to be disclosed by the offering memorandum must be addressed and the offering memorandum must provide a cross-reference to the page number or heading in the wrapped document where the relevant information is contained. The certificate to the offering memorandum must be modified to indicate that the offering memorandum, including the document around which it is wrapped, does not contain a misrepresentation. 7. It is an offence to make a misrepresentation in the offering memorandum. This applies both to information that is required by the form and to additional information that is provided. Include particulars of any material facts, which have not been disclosed under any of the Item numbers and for which failure to disclose would constitute a misrepresentation in the offering memorandum. Refer also to section 3.8(3) of Companion Policy 45-106CP for additional information. 8. Refer to National Instrument 43-101 Standards of Disclosure for Mineral Projects (NI 43-101) when disclosing scientific or technical information for a mineral project of the issuer. 9. If an oil and gas issuer is disclosing information about its oil and gas activities, it must ensure that the information is disclosed in accordance with Part 4 and Part 5 of National Instrument 51-101 Standards of Disclosure for Oil and Gas Activities (NI 51-101). Under