Accredited Investor Criteria (as defined under the National Instrument 45-106):

a) a Canadian financial institution, or a Schedule III bank under the Bank Act (Canada),

b) a subsidiary of any person referred to in paragraph (a), if the person owns all the voting securities of the subsidiary, except the voting securities required by law to be owned by directors of that subsidiary,

c) a person registered under the securities legislation of a jurisdiction of Canada as an advisor or dealer,

d) 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 (c), other than an individual formerly registered solely as a representative of a limited market dealer under one or both of the Securities Act (Ontario) and the Securities Act (Newfoundland and Labrador),

e) a pension fund that is regulated by the Office of the Superintendent of Financial Institutions (Canada), a pension commission or similar regulatory authority of a jurisdiction of Canada,

f) an individual who, either alone or with a spouse, beneficially owns financial assets having an aggregate realizable value that before taxes, but net of any related liabilities, exceeds $1,000,000,

g) an individual whose net income before taxes exceeded $200,000 in each of the two most recent years or whose net income before taxes combined with that of a spouse exceeded $300,000 in each of the two most recent years and who, in either case, reasonably expects to exceed that net income level in the current year,

h) an individual who beneficially owns financial assets having an aggregate realizable value that, before taxes but net of any related liabilities, exceeds $5,000,000

i) a person, other than an individual or investment fund, that has net assets of at least $5,000,000 as shown on its most recently prepared financial statements and was not created or used solely to purchase or hold securities under this category,

j) an investment fund that distributes or has distributed its securities only to (i) a person that is or was an accredited investor at the time of distribution, (ii) a person that acquires or acquired securities in the circumstances referred to in sections 2.10 or 2.19 of NI 45-106, or (iii) a person described in (i) or (ii) that acquires or acquired securities under section 2.18 of NI 45-106,

k) an investment fund that distributes or has distributed its securities under a prospectus in a jurisdiction of Canada for which a regulator or, in Québec, the securities regulatory authority, has issued a receipt,

l) 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,

m) a person acting on behalf of a fully managed account managed by that person, if that person 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,

n) a registered charity under the Income Tax Act (Canada) that, in regard to the trade, has obtained advice from an eligibility adviser or an adviser registered under the securities legislation of the jurisdiction of the registered charity to give advice on the securities being traded,

o) a person in respect of which all of the owners of interests, direct, indirect, or beneficial, except the voting securities required by law to be owned by directors, are person or companies that are accredited investors,

p) an investment fund that is advised by a person registered as an adviser or a person that is exempt from registration as an adviser,

q) a person that is recognized or designated by the securities regulatory authority or, except in Ontario and Québec, the regulator as an accredited investor, or

r) a trust established by an accredited investor for the benefit of the accredited investor’s family members of which a majority of the trustees are accredited investors and all of the beneficiaries are the accredited investor’s spouse, former spouse, parent, grandparent, brother, sister, child or grandchild of that accredited investor, of that accredited investor’s spouse or former spouse.