NATIONAL INSTRUMENT 45-106 PROSPECTUS EXEMPTIONS

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This offering memorandum is confidential.  By their acceptance thereof, prospective investors agree that they will not transmit, reproduce or make available to anyone this Offering Memorandum or any information contained herein.  This confidential offering memorandum constitutes an offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities. 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. 

In order to obtain the Offering Memorendum, purchase units, you must accept the following: “I am now, and will be at the time a subscription is executed, an “accredited investor” or a non-individual who will be investing a minimum of $150,000 as set forth in National Instrument 45-106 Prospectus and Registration Exemptions and am a resident of Quebec".