OFFERING MEMORANDUM [Legal Name of Company] (the Company )

OFFERING MEMORANDUM [Legal Name of Company] (the Company ) This Offering Memorandum constitutes a private offering of these securities only in those jurisdictions and to those persons where and to whom they may be lawfully sold and therein only by those entities permitted to sell such securities. This Offering Memorandum is not, and under no circumstances is it to be construed as a prospectus, advertisement or public offering of the securities referred to herein. Persons who will be acquiring securities pursuant to this Offering Memorandum will not have the benefit of the review of the material by the securities commissions or similar authorities in Canada. The securities offered hereunder will be issued under exemptions from the prospectus requirements of applicable securities laws and the rules, regulations and policies thereunder and will be subject to certain resale restrictions. This is a risky investment. See item 8. The Issuer Corporate Name Head Office Address Telephone Contact email Currently Listed or Quoted? Reporting Issuer SEDAR Filer The Offering Securities Offered Price per Security Minimum Offering Maximum Offering No. These securities do not trade on any exchange or market. No No Minimum Offering Maximum Offering Dated: [Date] Funds available under the offering may not be sufficient to accomplish our proposed objectives. Minimum Subscription Amount $2,000.00 The Shares are being offered through the services of Waverley Corporate Financial Services Ltd. ( Waverley ), agent of the Issuer under the Offering, through its website platform, www.seedups.ca (the Platform ). The Subscription Price is payable by electronically authorizing an automatic bank debit in the amount of the investment as presented on the Platform. Payment Terms Alternatively, Subscribers who prefer not to subscribe electronically and who prefer to subscribe using a paper subscription may pay the Subscription Price by way of a cheque, bank draft or money order payable to the Company delivered to Waverley at its office located at The Tribune Building, 200, 118-8th Avenue SW, Calgary, Alberta Canada, T2P 1B3. See Item 5.2 - Subscription Procedure. Proposed Closing Date Tax Consequences There are important tax consequences to these securities. See item 6. Selling Agent The selling agent is Waverley Corporate Financial Services Ltd. See item 7. Resale Restrictions You will be restricted from selling your securities for an indefinite period. See Item 10. Purchaser s Rights You have two (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. 1

No securities regulatory authority 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. Item 1: 1.1 Funds Use of Available Funds Upon completion of the Offering Memorandum, ensure to delete all instructional text boxes. Using the following table, disclose the funds available as a result of the offering. If the company 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. The net proceeds of the offering and the funds which will be available to us after this offering are as follows: Assuming minimum offering Assuming maximum offering A Amount to be raised by this offering $0 $0 B Selling commissions and fees $0 $0 C Estimated offering costs (including legal, accounting, audit, etc.) $0 $0 D Available funds: D = A - (B+C) $0 $0 E Additional sources of funding required $0 $0 F Working capital deficiency $0 $0 G Total: G = (D+E) - F $0 $0 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 a related party, disclose in a note to the table the name of the related party, 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 and the issuer incurred the debt within the two preceding financial years, describe why the debt was incurred. Use corresponding notes below the table to provide further details. We will use the net proceeds as follows: Description of intended use of available funds listed in order of priority 2 Assuming minimum offering Assuming maximum offering $0 $0 $0 $0 $0 $0 $0 $0 $0 $0

$0 $0 Working capital deficiency $0 $0 Total: Equal to G in the Funds table above $0 $0 Notes [if any]: 1.3 Reallocation We intend to spend the net proceeds as stated. We will reallocate funds only for sound business reasons. 1.4 Working Capital Deficiency If you identified a working capital deficiency in Item 1 above, please state here. If not delete section. Ie As at [date], we had a working capital deficiency of $x.xx Item 2: Business of [Company] Use this section to provide sufficient detail about your business, products, services, properties, operations, marketing plans and business strategies to enable prospective investors to understand your business and evaluate its prospects. Keep in mind the following when completing this section: Avoid promotional wording and statements that cannot be supported by an independent reputable third party Avoid providing projections unless absolutely necessary o provide underlying assumption and hypothesis to any projections or financial forecasts included; o clearly and correctly identify any projections as audited or unaudited; o any audit report on projections must be clearly identified; o projections, information in the OM, financial statements, and audit report must reconcile and not contradict one another; o confirm arithmetic is correct in all projections or financial forecasts based on assumptions and calculation methodology disclosed; o limit the period covered of projections or the financial forecasts to one that can be reasonably estimated (six months or one year); and o all projections and financial forecasts must be in compliance with parts 4A and 4B of National Instrument 51-102 Continuous Disclosure Obligations and be approved by management. Do not disclose material forward-looking information unless you have a reasonable basis for the forward-looking information. If you do: o You must identify the forward-looking information as such; o Advise that actual results may vary and identify the material risk factors that could cause actual results to differ materially from the forward-looking information; o State the material factors and assumptions used to develop the information; and o Describe the policy for updating forward-looking information Delete this text box and proceed 2.1 Structure State the business structure (e.g., partnership, corporation or trust), the statute and the province, state or other jurisdiction under which the issuer is incorporated, continued or organized, and the date of incorporation, continuance or organization. 3

2.2 Our Business Describe the issuer's business. The disclosure must provide sufficient information to enable a prospective purchaser to make an informed investment decision. This disclosure may include principal products or services, operations, market, marketing plans and strategies and a discussion of the issuer s current and prospective competitors. 2.3 Development of the Business Describe (generally, in one or two paragraphs, or as needed to adequately describe) the general development of the issuer's business over at least its two most recently completed financial years and any subsequent period. Include the major events that have occurred or conditions that have influenced (favourably or unfavourably) the development of the issuer. 2.4 Long Term Business Objectives Describe each significant event that must occur to accomplish the issuer s long term objectives, state the specific time period in which each event is expected to occur, and the costs related to each event. 2.5 Short Term Objectives and How We Intend to Achieve Them Disclose the issuer's objectives for the next 12 months. Additionally, complete the following table and disclose how the issuer will meet those objectives for the next 12 months. We intend to do the following to meet our objectives for the next 12 months: What we must do and how we will do it Target completion date or number of months to complete Our cost to complete 4

Notes [if any]: 2.6 Insufficient Proceeds 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 there is no assurance that alternative financing will be available. If alternative financing has been arranged, disclose the amount, source and all outstanding conditions that must be satisfied. If the Company is unsuccessful in obtaining subscriptions from a sufficient number of Investors to proceed with a closing under this Offering, then the Company may have insufficient investment to proceed with this Investment or its longer term objectives. There is no assurance that alternative financing will be available. Enter further copy here [if any] 2.7 Material Agreements Disclose the key terms of all material agreements to which the issuer is currently a party or with a related party including the following information: if the agreement is with a related party, the name of the related party and the relationship, a description of any asset, property or interest acquired, disposed of, leased, under option, etc., a description of any service provided, purchase price and payment terms (e.g., paid in instalments, cash, securities or work commitments), the principal amount of any debenture or loan, the repayment terms, security, due date and interest rate, the date of the agreement the amount of any finder s fee or commission paid or payable to a related party in connection with the agreement, any material outstanding obligations under the agreement, and for any transaction involving the purchase of assets by or sale of assets to the issuer from a related party, state the cost of the assets to the related party, and the cost of the assets to the issuer. The following summarizes the material agreements to which we are currently a party and any material agreements with a related party: Item 3: Directors, Management, Promoters and Principal Holders 3.1 Compensation and Securities Held Using the following table, provide the specified information about each director, officer and promoter of the issuer 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 that, directly or indirectly, beneficially owns or controls more than 50% of the voting rights of the principal holder. If the issuer has not completed its first financial year, then include compensation paid since inception. Compensation includes any form of remuneration including cash, Securities and options and includes earnings derived through related entities from the Issuer (ie: Management Companies) 5

The following table sets out information about each director, officer and promoter of the Company and each person who directly or indirectly beneficially owns or controls 10% or more of any class of voting securities of the Company (a principal holder ). Where the Principal Holder is not an individual, the following table provides the name of any person 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 Positions held (e.g., director, officer, promoter and/or principal holder) and the date of obtaining that position Compensation paid by the Company in the most recently completed financial year and the compensation anticipated to be paid in the current financial year Number, type and percentage of securities of the Company held prior to completion of minimum offering Number, type and percentage of securities of the Company held after completion of maximum offering Click here to enter $0.00 3.2 Management Experience Using the following table, disclose the principal occupations of the directors and executive officers over the past five years. In addition, for each individual, describe any relevant experience in a business similar to the issuer's. The following table discloses the principal occupations of our directors and senior officers over the past five years. Name Principal occupation and related experience 3.3 Penalties, Sanctions and Bankruptcy Disclose any penalty or sanction (including the reason for it and whether it is currently in effect) that has been in effect during the last 10 years, or any ceasetrade order that has been in effect for a period of more than 30 consecutive days during the past 10 years against a director, executive officer or control person of the issuer, or an issuer of which a person referred to above was a director, executive officer or control person at the time. Disclose any declaration of bankruptcy, voluntary assignment in bankruptcy, proposal under any bankruptcy or insolvency legislation, proceedings, arrangement or compromise with creditors or appointment of a receiver, receiver manager or trustee to hold assets, that has been in effect during the last 10 years with regard to any director, executive officer or control person of the issuer, or issuer of which a person referred to above was a director, executive officer or control person at that time. 6

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: 4.1 Share Capital Capital Structure Using the following table, provide the required information about outstanding securities of the issuer (including options, warrants and other securities convertible into Securities). If necessary, notes to the table may be added to describe the material terms of the securities. Description of security Number authorized to be issued Number outstanding as at [a date not more than 30 days prior to the offering memorandum date] Number outstanding after min. offering Number outstanding after max. offering Notes [if any]: 4.2 Long Term Debt Using the following table, provide the required information about outstanding long term debt of the issuer. Disclose the portion of the debt due within 12 months of the date of the offering memorandum. If the securities being offered are debt securities, add a column to the table disclosing the amount of debt that will be outstanding after both the minimum and maximum offering. If the debt is owed to a related party, indicate that in a note to the table and identify the related party. Description of long term debt (including whether secured) Interest rate Repayment terms Amount outstanding at [a date not more than 30 days prior to the offering memorandum date] Click here to enter 7

4.3 Prior Sales During the last 12 months we have issued the following securities: Date of issuance Type of security Number of issued securities issued Click here to enter Item 5: 5.1 Terms of Securities Securities Offered Price per security Click here to enter Total funds received Describe the material terms of the securities being offered, including: voting rights or restrictions on voting, conversion or exercise price and date of expiry, rights of redemption or retraction, and interest rates or dividend rates. 5.2 Subscription Procedure Subscription Documents Subscribers who wish to purchase Shares will be required to enter into a Subscription Agreement with the Issuer by completing and delivering the Subscription Agreement and related documentation to the Issuer. The Subscription Agreement contains, among other things, representations and warranties require to be made by the Subscriber that it is duly authorized to purchase the Shares, that it is purchasing the Shares for investment and not with a view for resale and as to its corporate status or other qualifications to purchase the Shares on a private placement basis. Reference is made to the Subscription Agreement and related documentation, copies of which are attached hereto as Exhibit 1, for the specific terms of these representations, warranties and conditions. The Shares are being offered through the services of Waverley, agent of the Issuer under the Offering, through its Platform at www.seedups.ca using the following procedure: (i) log in to the Platform at www.seedups.ca; (ii) complete a Waverley Client Application and provide evidence of the Subscriber s identity and investor qualifications through an online process on the Platform; (iii) electronically execute the electronic version of the Subscription Agreement found under the offering documents section of the Company offering on the Platform; (iv) electronically execute the electronic version of the Risk Acknowledgement (Form 45-103F3) found under the offering documents section of the Company offering on the Platform; and (v) pay the Subscription Price in respect of the Shares subscribed for by electronically authorizing an automatic bank debit in the amount of the investment as presented on the Platform. Alternatively, Subscribers who prefer not to subscribe electronically and who prefer to subscribe using a paper subscription may subscribe using the following procedure: (i) execute a Subscription Agreement, a copy of which is attached hereto as Exhibit 1 ; (ii) execute the Risk Acknowledgement (Form 45-103F3), which is an attachment to the Subscription Agreement; 8

(iii) pay the Subscription Price in respect of the Shares subscribed for, by way of a cheque, bank draft or money order payable to the Company; and (iv) deliver all of the foregoing to the Waverley at its office located at The Tribune Building, 200, 118-8 th Avenue SW, Calgary, Alberta Canada, T2P 1B3. The Subscription Price will be held in trust until midnight on the second business day after the day on which Waverley receives your executed documents (i), (ii) and (iii) as detailed above, or the closing date, whichever is later. You can cancel your agreement to purchase these securities (see Item Error! Reference source not found. - Two Day Cancellation Right). To do so, you must send a notice to Waverley by midnight on the second business day after you sign the Subscription Agreement to buy the Shares. The initial closing of this Offering is expected to occur on or about date or such later or earlier date as may be determined by the Issuer. Other closings will occur subsequent to that date. Subscriptions for Shares will be received subject to rejection or allotment in whole or in part by the Issuer and Waverley and the Issuer and Waverley reserve the right to close the subscription books at any time without notice. A subscription for Shares hereunder is subject to acceptance of a Subscription Agreement by the Issuer and compliance with applicable securities laws. The Subscription Agreement referred to herein contains representations and warranties of the Subscriber, which the Issuer will be relying upon in order to determine the eligibility of the Subscriber. You should carefully review the terms of the Subscription Agreement attached hereto for more detailed information concerning the rights and obligations applicable to you and the Issuer. Execution and delivery of the Subscription Agreement will bind you to the terms thereof, whether executed by you or by an agent on your behalf. You should consult with your own professional advisors. Distribution Subscriptions are being solicited under exemptions from prospectus requirements of the applicable securities legislation. The securities offered hereunder have not been qualified for distribution in Canada by the filing of a prospectus with any securities commission or other securities regulatory authority. The securities are being offered pursuant to certain exemptions from registration and prospectus requirements contained in the securities legislation of the Provinces of Alberta, British Columbia and Quebec. Such exemptions relieve the Issuer from provisions under applicable securities legislation requiring the Issuer to file a prospectus and therefore Subscribers do not receive the benefits associated with a subscription for securities issued pursuant to a filed prospectus, including the review of material by a securities commission or similar authority. Other Jurisdictions The sale of Shares pursuant to this Offering Memorandum may also be made in other jurisdictions provided that the Subscriber provides to the Issuer the full particulars of the exemption from the registration and prospectus requirements under applicable securities legislation being relied on and evidence of the Subscriber s qualifications thereunder. Each Subscriber is urged to consult with his own legal adviser as to the details of the statutory exemption being relied upon and the consequences of purchasing securities pursuant to such exemption. At the discretion of the Issuer, subscriptions that comply with other available exemptions from prospectus requirements under applicable securities legislation may be accepted. Release of Subscription Proceeds Release of the subscription proceeds to the Issuer is not conditional upon any occurrence. If you are purchasing more than $10,000 of the securities offered by the Company and you live in Alberta or Quebec, you must qualify as an accredited or eligible investor as defined by National Instrument 45-106, Prospectus 9

Exemptions and Registration Requirements. Waverley must validate that you meet the financial tests associated with your exemption and determine the suitability of your investment in the securities offered under this Offering Memorandum. If you live in Alberta or Quebec and believe that you do not meet these investor qualifications or, regardless of your jurisdiction of residence you believe this risky investment is not suitable for your investment risk tolerance, do not purchase these securities. Item 6: Income Tax Consequences and RRSP Eligibility 6.1 Income Tax Consequences Unless there are special tax consequences, you should include the following language. You should consult your own professional advisers to obtain advice on the income tax consequences that apply to you. 6.2 Income Tax Consequences of Material Aspect If income tax consequences are a material aspect of the securities being offered (i.e. flow through Securities), provide a summary of the significant income tax consequences to Canadian residents, and the name of the person providing the income tax disclosure and summary If you are not promoting material tax consequences please state There are no material tax consequences associated with the purchase of the securities offered. 6.3 RRSP eligibility Provide advice regarding the RRSP eligibility of the securities and the name of the person providing the advice and add disclaimer as stated below. 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 The Issuer has engaged Waverley Corporate Financial Services Ltd. to act as the exclusive advisor and selling agent under the Offering pursuant to an Engagement Agreement dated date (see ITEM Error! Reference source not found. 10

- Material Agreements). Under the Waverley agreement, Waverley will be reimbursed for its expenses and will be paid commissions equal to 5% of the gross proceeds under the Offering sourced from its platform, www.seedups.ca. 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, product obsolescence, and competition. The following language is a cursory list that would apply to most emerging businesses without a history of operation, however, consideration should be given to specific industry risks and further items that are specific to your business. Your legal counsel will be able to provide guidance on further language to include in this section. Our securities are speculative The purchase of the Securities is highly speculative. You should buy them only if you are able to bear the risk of the entire loss of your investment and have no need for immediate liquidity in your investment. An investment in the Securities should not constitute a major portion of your portfolio. You should consult your own independent advisors as to the tax, business and legal considerations regarding an investment in our securities. We have no history or a limited history of revenue or profits There is no guarantee that our business will generate any revenue. Because there is no market for our securities, you may not be able to sell your securities You may never be able to sell your Securities and recover any part of your investment, unless the company is able to complete a subsequent public offering or the Company is able to sell itself or assets for cash or merge with a public company. 11

Value of securities of the company We determined the price of the Securities arbitrarily. The price bears no relationship to earnings, book value or other valuation criteria. We have limited operating history We have minimal operational history and no history of earnings. Accordingly, there is no operating history upon which to base an evaluation of the company and its business and prospects. We are in the early stage of our business and therefore is subject to all risks associated with early stage companies, including: start up losses, uncertainty of revenues, markets and profitability, the need to raise additional funding, the evolving and unpredictable nature of our business. There can be no assurance that we will be successful in doing what is required to overcome these risks. No assurance can be given that our business activities will be successful. We will need to raise additional capital There is no assurance that our sales will continue to increase or even maintain current levels. Even if we sell all the Securities, we anticipate that we will need additional working capital to significantly expand our operations as part of our strategy to increase operating profits. There is no assurance that we will be able to obtain additional financing on reasonable terms or at all. If we raise additional capital through equity, existing stockholders will experience dilution. If we are unable to raise additional financing when needed, we may be unable to grow or maintain our then current level of business operations. We may not be able to compete successfully As the market for our services is new and evolving, it is difficult to predict the size of the market, its future rate of growth, if any, or the level of prices the market will pay for our services. There is no assurance that we will be able to compete or capture adequate market share. We will not remain profitable if we cannot compete successfully with other businesses. We depend on the services of management and key employees, whose knowledge of the business would be difficult to replace Decisions regarding the management of the Company s affairs will be made exclusively by its officers and directors. Accordingly, you must carefully evaluate the personal experience and business performance of the officers and directors of the Company. Our success may depend substantially on the services of a key employee. Our business may be harmed if we lose his services and we are not able to attract and retain a qualified replacement. Management of growth We anticipate rapid growth and plan to capitalize on this growth. Our future operating results will depend on management s ability to manage this anticipated growth, hire and retain qualified employees, properly generate revenues and control expenses. A decline in the growth rate of revenues without a corresponding reduction in expense growth could have a material adverse effect on our business, results of operations, cash flows and financial condition. We may need to change the manner in which we conduct our business if government regulation increases or changes We operate in a regulated environment. Laws and regulations may be adopted in the future that could have a material adverse impact on our business. Item 9: Reporting Obligations The following language is an example of the reporting requirements in Alberta. Consult your legal counsel to determine what language to include in this section. 12

The Company is not a reporting issuer in any jurisdiction and as such is not subject to most of the continuous reporting obligations imposed on reporting issuers by securities legislation. As a shareholder of the Company you will receive unaudited financial statements annually in accordance with the Business Corporations Act. You will also be given notice of and entitled to attend general meetings of the holders of outstanding common Securities of the Company in accordance with the Business Corporations Act. Item 10: Resale Restrictions The following language is an example of the resale restrictions in Alberta, BC and Quebec. Consult your legal counsel to determine what language to include in this section. The 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 earlier of the date that is four (4) months and a day after the date the Company becomes a reporting issuer in any province or territory of Canada. The Company has no intention of becoming a reporting issuer in any province or territory of Canada. Item 11: Purchaser s Rights The following language is an example of the resale restrictions in Alberta, BC and Quebec. Consult your legal counsel to determine what language to include in this section. 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: Two Day Cancellation Right You can cancel your agreement to purchase the securities. To do so, you must send a notice to us by midnight on the second business day after you sign the agreement to buy these securities. Statutory Rights of Action in the Event of a Misrepresentation Purchasers resident in Alberta and British Columbia If there is a misrepresentation in this offering memorandum, you have a statutory right to sue: (a) the Company to cancel your agreement to buy these securities, or (b) for damages against the Company, every person who was a director of the Company at the date of the offering memorandum, the Chief Executive Officer and the Chief Financial Officer. 13

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 180 days from the day of the transaction that gave rise to the cause of action. You must commence your action for damages within the earlier of 180 days after learning of the misrepresentation or three (3) years after you signed the agreement to purchase the securities. Purchasers resident in Quebec If there is a misrepresentation in this offering memorandum, you have a statutory right to: (a) apply to have the contract rescinded or the price revised, without prejudice to your claim for damages in the case of rescission or revision of the price; (b) sue for damages against the Company, every person who was a director of the Company at the date of the offering memorandum, the Chief Executive Officer and the Chief Financial Officer; (c) sue for damages against the expert whose opinion containing a misrepresentation, appeared, with his consent, in the Offering Memorandum and Person who is required to sign an attestation in the Offering Memorandum; 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), (b) or (c) above, you must do so within strict time limitations. You must commence your action to cancel the agreement within three (3) years after the date that you purchased the securities. You must commence your action for damages within the earlier of three (3) years after learning of the misrepresentation or five (5) years after you signed the agreement to purchase the securities. Item 12: Financial Statements You will require audited financial statements. Delete this text box after completion Insert financial statements here Item 13: Date and Certificate The offering memorandum should be signed by at least two officers and two directors. Delete this text box after completion Dated [date signed]. This offering memorandum does not contain a misrepresentation. Company 14

[Authorized individual] 15