This preliminary offering memorandum may be supplemented and superseded by a final offering

memorandum if and when the size and pricing of the offering is finalized. The final offering memorandum
may differ from this preliminary offering memorandum given the passage of time.

PRELIMINARY OFFERING MEMORANDUM CONFIDENTIAL

Private Placement in Canada
Converted Carbon Technologies Corp.
OFFERING OF COMMON SHARES
__________________________
Price: Cdn. $0.40 per unit
Minimum Offering: Cdn. $500,000 (plus commissions, if any)
Maximum Offering: Cdn. $1.6 million (plus commissions, if any)
__________________________

This Preliminary Offering Memorandum constitutes an offering of the securities

described herein only in Ontario and only to those persons in Ontario to whom they
may be lawfully offered for sale, and therein only by persons permitted to sell such
securities. This Offering Memorandum is not, and under no circumstances is to be
construed as, an advertisement or a public offering of the securities referred to in this
document in any jurisdiction. No securities commission or similar authority in any
jurisdiction has reviewed or in any way passed upon this Offering Memorandum or the
merits of the securities described herein and any representation to the contrary is an
offence.
The offering of Shares in Ontario is being made solely by this Offering Memorandum and
any decision to purchase Shares should be based solely on information contained within
this document. No person has been authorized to give any information or to make any
representations concerning this offering other than as contained herein.
This Offering Memorandum is for the confidential use of only those persons to whom it
is delivered by Converted Carbon Technologies Corp. (the Company) in connection
with the offering of the Shares. The Company reserves the right to reject all or part of
any offer to purchase the Shares for any reason or to allocate to any purchaser less than
all of the Shares for which it has subscribed.
If the minimum offering of Cdn. $500,000 (plus commissions, if any) is not satisfied on or
prior to December 31, 2013, no Shares will be issued and any proceeds received by the
Company will be returned, without deduction or interest. Pending receipt of such
minimum, the proceeds will be held in escrow by the Company. Closing is anticipated to
occur by August 31, 2013, but no later than December 31, 2013.

The date of this Preliminary Offering Memorandum is July 09, 2013

THE OFFERING
Converted Carbon Technologies Corp. (the Company) is hereby offering units (the
Units) at a price of Cdn. $0.40 per unit. The corporation is offering a minimum of
1,250,000 units and a maximum of 4,000,000 Units at $0.40 per unit. Each unit consists
of one common share and one half warrant. One whole warrant is exercisable into one
common share at $0.60 within twelve months of closing of this offering or $0.80 within
twenty four months of closing of this offering.
If the minimum offering of Cdn. $500,000 (plus commissions, if any) is not satisfied or
prior to December 31, 2013, no Shares will be issued and any proceeds received by the
Company will be returned, without deduction or interest. Pending receipt of such
minimum, the proceeds will be held in escrow by the Company. Closing is anticipated to
occur by August 31, 2013, but no later than December 31, 2013.
Attached hereto and forming part of this Offering Memorandum is:
(i) a summary description of the Companys business plan, namely to create and operate
a proprietary BioSilo algae cultivation system for the high volume production of pure
contaminant-free algae biomass (the Project) to be located in Toronto, Ontario. The
Project may not be completed on time, on budget or as currently planned, for a
number of reasons, including those set forth below under the heading Risks; and
(ii) a set of financial projections, which, based on a number of assumptions, set forth
certain projected financial results of the Project. The financial projections are based on
a number of assumptions, including those set forth below under the heading
Projected Financial Results and those outlined in the attached financial projections
included in the business plan. These assumptions will prove to be inaccurate, and
actual results achieved will vary, and may vary materially. There can be no assurance
that such projections will be achieved in whole or in part.
The offering of Shares in Ontario is being made solely by this Offering Memorandum and
any decision to purchase Shares should be based solely on information contained within
this document. No person has been authorized to give any information or to make any
representations concerning this offering other than as contained herein.

THE COMPANY AND THE PROJECT

Converted Carbon Technologies Corp. CCT, a private Ontario Nutrient Ingredient
company, founded in 2008, has developed its proprietary BioSilo algae cultivation
system for the high volume, low cost production of pure contaminant-free algae
biomass. This biomass is high in Omega-3s DHA/EPA, vitamins, minerals and
antioxidants, all of which are in demand by the growing multibillion dollar
food/beverage and health care sectors. CCTs integrated BioSilo manufacturing system
provides low cost algae biomass production with modest capital cost requirements
compared to conventional approaches. Furthermore, its controlled outcomes
technology provides ultra-high purity algae biomass, differentiating it from other
producers in the market. CCT will produce algae biomass for sale into the functional
additive and supplement markets.
CCT BioSilo system has a small footprint and is modular in nature to allow scalable
construction. The system cultivates a wide variety of algae species specific to the
requirements of customers. The global omega-3 market was $13 billion in 2011 and the
annual growth rate is estimated at between 15 percent and 20 percent through 2015
with algae biomass the fastest growing sector. The North American nutritional and
functional ingredient market was valued at $2.2 billion in 2011 and is expected to grow
to $3.29 billion in 2018, a CAGR of approximately 6 percent with algae biomass gaining
market share. The company is in discussions with several key companies in these
sectors for the sale of products on a commercial scale.
PROJECTED FINANCIAL RESULTS
The financial projections included in the attached business plan are based on a number
of assumptions, including those set forth below and those outlined in the attached
business plan. These assumptions will prove to be inaccurate, and actual results
achieved will vary, and may vary materially. There can be no assurance that such
projections will be achieved in whole or in part.
Assumptions
The financial projections assume, among other things, that:

the Project will be completed on time and on budget,

all elements of the Project are completed in a timely manner,
economic conditions affecting the Project do not worsen,
the number of new BioSilo installations per year and biomass growth rates are
assumed to be:

BioSilos for Chlorella Powder

Year 1
Year 2
Year 3
Year 4
Year 5

New
1
2
3
6
5

BioSilos for Omega-3 oil

Growth Rate
( g/l /day )
4
4
4
4
4

New
0
2
5
4
7

Growth Rate
( g/l / day )

Total
1
4
8
10
12

8
8
8
8

Note: g/l is grams of algae biomass per liter per day as the growth rate. The volume
of 1 BioSilo is assumed to be 23,120 liters. A certain number of BioSilos are
dedicated to the production of biomass for Chlorella powder and some are dedicated to
the production of biomass for the production of Omega-3 oil.

the BioSilos are assumed to start producing throughout the year as the
construction and installation is completed. The revenue generation is assumed
to commence three months after the installation is completed

the assumed Algae biomass production in Kg for Chlorella powder and Omega-3
production is as follows:
Year 1

Year 2

Year 3

Year 4

Year 5

Chlorella powder 11,098

Omega-3
-

88,781
99,879

152,593
305,185

305,185
699,151

549,333
1,043,178

the biomass is assumed to have 40 % lipid content with assumed extraction

efficiency by POS Bioscience of 90 % for the production of Omega-3 oil.

the gross profit % is assumed to range from 60 % to 70 % depending on the mix
(Chlorella or Omega-3) of producing BioSilos. The inflation assumption for the
cost of production is 5 % each year.

the assumption for Directors insurance is $ 5,000 per Director per year and it is
assumed that there will be four Directors in Year 1 with five Directors in
subsequent years.

the budget includes provisions for audit fees, legal fees and investor relation
fees.

the marketing budget is $ 15,000 per month for the 1st year and is assumed to be
3.5 % of the revenue budget for subsequent years.

the drivers for the operating budget calculation are as follows:
o External consulting fee
10 % of salaries and benefits in Year 1 and
7.5% in subsequent years
o Research & Development
1 % of the revenue budget
o Office Utilities
10 % of the rent budget
o Construction contingency
5 % of the capital cost budget



o Construction cost
10 % of the capital cost budget
the biology cost (drying, de-watering, harvesting) is assumed to be $ 0.60/kg of
algae biomass produced.
the expenditures are assumed to occur evenly by month throughout the year.
the monthly cash flow calculation assumes a one month lag in the payment of
expenses (except for salary costs) and as well a one month lag for the
receivables. This schedule is used to project any assumed short term borrowing
requirements.
the Pro Forma Balance Sheet assumes there are no payables or receivables at
the year end.
the assumptions for the administrative personnel are as follows:

Classification
Management
Accounting/Finance
Marketing/Sales
Investor relations/Compliance
General Manager
Operations
Maintenance Engineer
Technical/Lab

Year 1
2
1
0.5
0.5
0.7
1
1
1

Year 2
2
1
1
1
1
2
1
1

Year 3
2
1
1
2
1
4
1
1

Year 4
2
1
1
2
1
12
2
4

Total

7.7

10

13

25

Year 5
2
1
1
2
1
24
3
6
40

Assumed average Capital Cost per BioSilo

Year 1
$ 475,000
Year 2
$ 325,000
Year 3
$ 325,000
Year 4
$ 325,000
Year 5
$ 325,000

the assumed average selling prices are $87.85/kg for the Omega-3 oils and
$46.80 per kg for chlorella powder with average production costs at $39.00 and
$5.40/kg respectively. The assumed cost of production includes the cost for
power, nutrients, labour and maintenance.

the amortization rate is assumed to be 10 % on a straight line basis while the
capital cost for tax purposes is assumed to be 20 % on a declining balance.

the tax rate is assumed to be 25 %, with the net losses in the initial years being
carried forward to offset profits in subsequent years.

the assumed short term borrowing is $1,050,000 in Year 2 (after the company is
generating revenue) and $ 600,000 in Year 3. The repayment of the short term
borrowing is assumed to be $ 600,000 in Year 4 and $ 1,050,000 in Year 5.

there is assumed to be 2 equity placements undertaken with raise of $ 1,600,000
from the first equity placement and $ 2,500,000 from the second equity
placement. The cash flow from these equity placements is assumed to be $

3,000,000 in Year 1 and $ 1,100,000 in Year 2. The assumption is made that any
funds raised from the exercise of warrants will reduce the amount of short term
borrowing required.

the assumption of the cost for raising the equity and for the public company
transaction is $ 500,000.

the monthly EBITDA and Net Operating Surplus is assumed to be positive starting
in month 17 after the commencement of operations with the funds from the
private equity placement.
FORWARD-LOOKING INFORMATION
This Offering Memorandum may contain forward-looking information (FLI) as such
term is defined under the Securities Act (Ontario). FLI is disclosure regarding possible
events, conditions or results of operations that is based on assumptions about future
economic conditions and courses of action, and includes future-oriented financial
information (FOFI) with respect to prospective results of operations, financial position
or cash flows that is presented either as a forecast or a projection. "FOFI" is FLI about
prospective results of operations, financial position or cash flows, based on assumptions
about future economic conditions and courses of action, and may be presented in the
format of a historical balance sheet, income statement or cash flow statement.
Similarly, a financial outlook is FLI about prospective results of operations, financial
position or cash flows that is based on assumptions about future economic conditions
and courses of action that is not presented in the format of a historical balance sheet,
income statement or cash flow statement. Without limitation, information contained in
this Offering Memorandum under the heading Projected Financial Results and in the
attachments constitutes FLI.
Actual results may vary from the FLI contained in this Offering Memorandum as such
information is subject to a variety of risks, uncertainties and other factors that could
cause actual results to differ materially from expectations. Material risk factors that
could affect actual results are identified under the heading Risks. Investors are also
cautioned that FLI is based on a number of factors and assumptions, including
managements current plans, estimates, opinions and analysis made in light of its
experience, current conditions and expectations of future developments, as we as
other relevant factors.
Forward-looking statements, which may be identified by words such as anticipate,
should, would, could, believe, continue, expect, intend, may, will,
project and estimate, Pro Forma are based on information currently available to
management. Forward-looking statements involve significant risks and uncertainties.
Many factors, many of which are beyond the Companys control, could cause actual
results to differ materially from the results discussed in the forward-looking statements,
including risks related to dependence on economic conditions, tax matters, competition,

regulatory change and reliance on key personnel. These factors should not be
considered exhaustive.
RISKS
Investing in the Shares involves significant risks. Any prospective investor should
carefully consider the following risk factors and all of the other information contained in
this Offering Memorandum before purchasing any of the Shares. If any event arising
from these risks occurs, the Companys business, prospects, financial condition, results
of operations or cash flows could be adversely affected, the trading price of the Shares
could decline and all or part of any investment may be lost. Additional risks and
uncertainties not currently known to the Company, or that are currently deemed
immaterial, may also materially and adversely affect the Companys business
operations.
Deterioration of economic conditions may adversely impact the Company.
The deterioration in the economy and economic conditions generally, could negatively
impact the Companys business in several ways. For instance, market volatility, tight
credit markets, increasing unemployment levels and the general recessionary
environment have adversely affected consumer confidence, which could reduce the
willingness of consumers to spend money on products derived from the Project.
The Company may not meet its cost estimates and, if it does not, the Project may not be
completed.
The estimated costs of completing the Project are merely estimates and may be
materially wrong. Any material change in the estimates may affect the economic
viability of the Project. The costs of the required services and equipment could increase,
which could result in delays or non completion of the Project if needed services or
equipment cannot be obtained in a timely manner.
The development and operation of the Project may require substantial additional
financing. Failure to obtain sufficient financing may result in the delay, reduction or
indefinite postponement of the Project. There can be no assurance that additional
capital or other types of financing will be available if needed or that, if available, the
terms of such financing will be favourable to the Company.
The Company has no history of profitability.
There can be no assurance that the Company will ever be profitable. The Company
expects to incur costs unless and until the Project reaches commercial viability, at which
point it will continue to incur costs but hopes to earn off-setting revenues. There can be
no assurance that the Company will ever achieve profitability.

Business risks may increase the Companys costs and reduce its profitability in the future.
Unforeseen conditions or developments could arise during the ongoing development
and operation of the Project which could increase costs and adversely affect the
Companys ability to generate revenue and profits. These events may include, among
others: shortages or unanticipated increases in the cost of equipment, materials or
skilled labour; delays in delivery of equipment or materials; labour disruptions;
accidents; unforeseen engineering or design problems; damage to, or destruction of,
the Project facilities; personal injury or death, including to the Companys employees or
to visitors; and legal liability. The Company cannot be certain that its insurance will
cover all of the associated risks or that it will be able to maintain insurance to cover
these risks at affordable premiums. The Company could also become subject to liability
for hazards against which it cannot insure or against which the Company may elect not
to insure because of high premium costs or other reasons. Losses from such events may
increase costs and decrease profitability.
If the Company loses key personnel or is unable to attract and retain personnel, the
Companys operations and prospects could be significantly harmed.
The Company is dependent upon the services of a small number of members of senior
management. The Companys future prospects depend on the experience and
knowledge of these individuals. The Company does not maintain any key man
insurance. The loss of one or more of these individuals, or the failure to be able to
attract and retain other needed employees, could have a material adverse effect on the
Companys prospects.
Risks relating to the Shares
Future sales or issuances of equity securities could decrease the value of any existing
Shares, dilute investors voting power and reduce the Companys earnings (if any) per
share. The Company may sell additional equity securities in subsequent offerings
(including through the sale of debt securities or other securities convertible into equity
securities) and may issue additional equity securities to finance its operations. The
Company cannot predict the size of future issuances of equity securities or the effect, if
any, that future issuances and sales of equity securities will have on the value of the
Shares. Sales or issuances of a substantial number of equity securities, or the perception
that such sales could occur, may adversely affect the value
of the Shares. With any additional sale or issuance of equity securities, investors will
suffer dilution of their voting power and the Company may experience dilution in its
earnings (if any) per share. There is no market for the Shares and the ability to resell
them is restricted.
Risks & Risk Mitigation Strategy
CCT has identified several key risk factors including:

1. Biological expertise is important. It is not enough to build an algae cultivation

system but only have limited expertise on the algae itself. Algae are complex
organisms that require knowledge and experience to effectively culture.
CCT Response. By partnering with University of Waterloo, CCT has exclusive
access to a number of propriety species collected, isolated and incubated by Dr.
Muller and her colleagues.
2. Growth Rate critical. There must be complete control of all parameters in a
contaminant-free environment and it is critical to efficiently uptake nutrients and
carbon sources.
CCT Response. The closed loop design minimizes contamination issues and all
parameters are integrated for optimum growing conditions.
3. Impurities must be avoided. Cultivation systems in the open environment are
exposed to variable elements. If their design does not facilitate sectional integrity,
detrimental contamination can result.
CCT Response. The CCT BioSilo will be in a clean room environment and the
modular design facilitates isolating contamination. Each module can be
disinfected and reinoculated.
4. CO2 delivery must be efficient. Most systems rely on bubbling of CO2 into the
algae allowing large amounts to pass through the culture to atmosphere reducing
CO2 sequestration by the algae.
CCT Response. The CCT BioSilo has a unique CO2 delivery system that
significantly reduced bubbling and CO2 loss to the atmosphere.
5. Land area must be minimized. Using large tracts of land for cultivating algae can
be costly and inefficient.
CCT Response. The CCT BioSilo has a small footprint and can be located at any
industrial site.
6. Operating and energy costs must be minimized. Although some photobioreactor
designs have demonstrated excellent algae yields, their maintenance costs are
high.
CCT Response. The CCT BioSilo operates using a dual lighting system and a low
amount of electrical energy. The multi- layer design takes advantage of gravity
and the selection of narrow spectrum LED lighting reduces energy requirements.
As well, CCTs design eliminates tube fouling.
Regulatory Risks
CCT will be subject to various US, federal, provincial, and local environmental laws and
regulations including the health and safety of employees, and manufacturing practices.
In addition, some of these laws and regulations require contemplated facilities to

operate under permits that are subject to renewal or modification. A violation of these
laws and regulations or permit conditions can result in substantial fines, natural
resource damages, criminal sanctions, permit revocations and/or facility shutdowns.
The United States regulates food products through the Food and Drug Administration
(FDA) and the US Department of Agriculture (USDA). They examine food safety,
wholesomeness, and truthful labeling, as well as develop recommended dietary intake
(RDI) guidelines. In 2004, the FDA approved a qualified health claim for omega-3 fatty
acids (EPA and DHA) after reviewing clinical data illustrating cardiovascular benefits.
CCT is working with POS Biosciences. Concurrent with compound testing and evaluation
for food/beverage/health care applications, POS will facilitate regulatory approvals. POS
has dedicated Quality Assurance and Regulatory Compliance personnel to ensure that
clients' products are manufactured in accordance with the established regulatory
requirements (i.e. Good Manufacturing Practices, HACCP). Certification by SGS for
compliance to the ISO 9001:2008 standard site license is provided by Health Canada for
manufacture of Natural Health Products NHP.
The POS Quality Assurance team will assist CCT with meeting the rigorous regulatory
hurdles within Canada and the U.S. Especially in the case of the U.S. the POS QA team
will need to conduct research into the regulatory environment; however they will work
with CCT to the best of their ability, every step along the way.
As well, International Food Focus Limited IFFL, Toronto, Ontario has agreed to head
regulatory compliance. IFFLs regulatory compliance services cover food ingredients and
processed foods: Canada, USA, EU; food ingredients, health claims, novel foods, novel
dietary fibres, food additives and GRAS applications. IFFL has broad experience in
several ingredient and product categories including bioactive substances, strictly
regulated processed foods such as infant formula and food for special dietary use,
agricultural processes and human clinical trials.

Technical Risks
Although algae growth is well documented, there are three primary challenges in
cultivating algae at extremely high volumes:
1. Growth Rates
The BioSilo system is designed to tailor the growing parameters for several species of
algae, allowing CCT to exceed the average production rate of other systems.

Growing parameters control

Benefits

- Light source intensity

- CO2 absorption efficiency
- Algae cell mixing method and rate
- PH and temperature
- Nutrients delivery ratio
- A proprietary liquefied CO2 technology that
resolves the problems associated with widely
used CO2 diffusers (bubblers)

Space
Small production space requirement
Stacks of shallow cultivation trays
- Compact light source (maximum
absorption)
- Combined CO2 and nutrient supply system
- Recyclable media (water + minerals)
- Compact mixing and temperature control
- In - situ harvesting process

- Extremely high purity levels

- Scalable
- Minimized cultivation costs
- Computer controlled process
- Consistent nutrient composition
- Computer controlled O2/N2/CO2 Ratios
- Continuous production 24/7 process without
maintenance interruption

Benefits
Need to think in 3 dimensions:
- Efficient use of space (volume not just area)
- Maximizes heating and cooling efficiencies to
facilitate optimal growing conditions
- Minimizes capital and operating costs
- Easy process component access
- Automatic in-situ process control

2. Energy Requirements

C.C.T. Solution Gravity

- Converted Carbon uses a proprietary
design taking advantage of gravity
- Algae biomass solution flows down
through the tank layers with optimal
conditions throughout the trays.
- Algae is harvested at the bottom, the
water is cleaned and re-circulated for
reuse.

Benefits
- Extremely efficient use of energy
- Fewer moving parts reduces labour and
maintenance costs
- Use of LED lighting system provides
additional energy efficiency

THE COMPANY
The Company was incorporated under the (Ontario delete) Canada Business
Corporations Act on October 7, 2008.
The head offices of the Company are currently located at 58 Marine Parade Drive, Suite
1005, Toronto, Ontario M8V 4G1 Canada.
Tel 416-704-3040
DIRECTORS AND OFFICERS
The directors and officers of both the Company are as follows:
Paul Ramsay, Director, President;
Richard Rusiniak, Director, Secretary;
Ross Easley, Director
The attached business plan contains a brief description of each and their backgrounds.
Executive
compensation will be determined by the board of directors from time to time.
PRINCIPAL SHAREHOLDERS
Richard Rusiniak
Paul Ramsay
Ross Eastley
Other

44.5%
44.5%
03.6%
07.4%

The principal shareholders will be diluted as a result of the closing of the offering. For
example, if the minimum offering of Cdn. $500,000 is raised, and no commissions are
payable, then the offering would represent a 5.1% aggregate interest in the Company,
and each of the above principal shareholders would own:
Richard Rusiniak
42.5 %
Paul Ramsay
42.5 %
Ross Eastley
3.4 %
of the Company.
DESCRIPTION OF SHARES
The Company is authorized to issue an unlimited number of Shares. Each Share entitles
the holder thereof to one vote at all meetings of shareholders. Each Share entitles the
holder thereof to receive any dividends declared by the board of directors and the
remaining property of the Company upon dissolution. Upon closing of the offering,

there are expected to be 38,746,166 common shares outstanding and with the exercise
of warrants, there are expected to be 41,066,166 common shares outstanding. There
are no pre-emptive or conversion rights that attach to the Shares. All Shares now
outstanding are fully paid and non-assessable.
The Companys by-laws provide for certain rights of its shareholders in accordance with
the provisions of the (Ontario delete) Canada Business Corporations Act. Such by-laws
may be amended either by a majority vote of the shareholders or by a majority vote of
the board of directors. Any amendment of the by-laws by action of the board of
directors must be submitted to the next meeting of the shareholders whereupon the bylaw amendment must be confirmed or repealed by a majority vote of the shareholders
voting on such matter. Shareholders do not have cumulative rights for the election of
directors. Therefore, the holders of more than 50% of the Shares voting for the election
of directors could, if they choose to do so, elect all of the directors and, in such event,
the holders of the remaining Shares would not be able to elect any directors.
DIVIDEND POLICY
It is not anticipated that the Company will pay any dividends on its Shares in the near
future. The actual timing, payment and amount of any dividends will be determined by
the board of directors from time to time based upon, among other things, cash flow,
results of operations and financial condition, the need for funds to finance ongoing
operations and such other business considerations as the board of directors may
consider relevant. As of the date of this offering memorandum, the Company has not
paid any dividends on the Shares.
USE OF PROCEEDS
The Company intends to use the net proceeds from the sale of the Shares in furtherance
of the Project.
AUDITORS
The Companys auditors are Khazak Group, who are located at Suite 210, 7368 Yonge
Street, Thornhill ON L4J 8H9.
RESALE RESTRICTIONS
The distribution of the Shares in Ontario is being made on a private placement basis
only and is exempt from the requirement that the Company prepare and file a
prospectus with the Ontario Securities Commission.
Accordingly, any resale of the Shares must be made in accordance with applicable
securities laws which may require re-sales to be made in accordance with prospectus
and dealer registration requirements or exemptions from the prospectus and dealer

registration requirements. As well, the consent of the Companys board of directors is

required for any transfer of Shares on the share register. Purchasers are advised to seek
legal advice prior to any proposed resale of the Shares.
The Company is not a reporting issuer, as such term is defined under Ontario
securities laws. As a result, subscribers will not be entitled to all of the initial or ongoing
disclosure or other protections that would apply to investments in a reporting issuer.
REPRESENTATIONS OF PURCHASERS
Each investor who purchases Shares will be required to sign a subscription agreement
which will contain, among other things, representations and acknowledgements of the
investor in favour of the Company. Investors should refer to the terms of the
subscription agreement for this purpose.
The minimum subscription amount will be for Cdn. $500,000, unless otherwise
approved by the Company.
TAXATION
Investors should consult with their own tax advisers with respect to the tax
consequences of an investment in the Shares and with respect to the eligibility of the
Shares for investment by such investor under relevant Canadian legislation and
regulations.
RIGHTS OF ACTION FOR DAMAGES OR RESCISSION
Securities legislation in Ontario provides purchasers of securities pursuant to an offering
memorandum with a remedy for damages or rescission, or both, in addition to any
other rights they may have at law, where the offering memorandum and any
amendment to it contains a Misrepresentation. Where used herein,
Misrepresentation means an untrue statement of a material fact or an omission to
state a material fact that is required to be stated or that is necessary to make any
statement not misleading in light of the circumstances in which it was made. These
remedies, or notice with respect to these remedies, must be exercised or delivered, as
the case may be, by the purchaser within the time limits prescribed by Ontario securities
legislation. In particular, Section 130.1 of the Securities Act (Ontario) provides that
every purchaser of securities pursuant to an offering memorandum shall have a
statutory right of action for damages or rescission against the issuer in the event that
the offering memorandum contains a Misrepresentation. A purchaser who purchases
securities offered by the offering memorandum during the period of distribution has,
without regard to whether the purchaser relied upon the Misrepresentation, a right of
action for damages or, alternatively, while still the owner of the securities, for rescission
against the issuer provided that:

(a) if the purchaser exercises its right of rescission, it shall cease to have a right of action
for damages as against the issuer;
(b) the issuer will not be liable if it proves that the purchaser purchased the securities
with knowledge of the Misrepresentation;
(c) the issuer will not be liable for all or any portion of damages that it proves do not
represent the depreciation in value of the securities as a result of the Misrepresentation
relied upon; and
(d) in no case shall the amount recoverable exceed the price at which the securities
were offered. Section 138 of the Securities Act (Ontario) provides that no action shall be
commenced to enforce these rights more than:
(a) in the case of an action for rescission, 180 days after the date of the
transaction that gave rise to the cause of action; or
(b) in the case of an action for damages, the earlier of:
(i)

180 days after the date that the purchaser first had knowledge of
the facts giving rise to the cause of action; or

(ii)

three years after the date of the transaction that gave rise to the
cause of action.

This Offering Memorandum is being delivered in reliance on the exemption from the
prospectus requirements contained under section 2.3 of NI 45-106 (the accredited
investor exemption) and other exemptions as applicable therein. The rights referred
to in section 130.1 of the Securities Act (Ontario) do not apply in respect of an offering
memorandum delivered to a prospective purchaser in connection with a distribution
made in reliance on the accredited investor exemption if the prospective purchaser is:
(a) a Canadian financial institution or a Schedule III bank (each as defined in NI 45-106);
(b) the Business Development Bank of Canada incorporated under the Business
Development Bank of Canada Act (Canada); or
(c) a subsidiary of any person referred to in paragraphs (a) and (b), 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.
The rights of action for damages or rescission discussed above are in addition to, and
without derogation from, any other right or remedy which purchasers may have at law.