EPM Mining Ventures Inc.

INVESTOR PRESENTATION
October 2010
Forward-Looking Information
This document includes “forward-looking information” and “forward-looking statements” under applicable securities laws. These statements reflect
current beliefs of management of the Company and are based on information currently available which may prove to be incorrect. Such information is
sometimes accompanied by words such as “will”, “should”, “anticipates”, “expects”, “proposed”, “plans”, “targets”, “potential”, “estimate” or similar
expressions. Such information necessarily involves certain known and unknown risks, uncertainties and assumptions about the Company and the
transaction described herein. Actual results may differ materially from expectations as projected in such forward-looking statements for a variety of
reasons and no assurances can be given as to actual future results, performance or prospects.
The Sevier Lake Property is not producing and all estimates or statements regarding target size, production, cash flows, operating and capital costs
and net present value are forward-looking information and have been created without any independent verification.
The assumptions upon which the target resource size has been estimated are based on Table 19.1 in the 43-101 Sevier Lake Property Technical
Report, April 2010 completed by Norwest Corporation.
No assurance can be given that actual results, performance, achievements or values expressed in, or implied by, forward-looking statements within
this disclosure will occur, or if they do, that any benefits may be derived from them. The Company undertakes no duty to update any of the forward-
looking information herein if circumstances or management’s estimates or opinions should change, except as required by applicable securities laws.
Factors that could cause actual results, levels of activity, performance or achievements to differ materially from those expressed or implied by the
forward-looking information include, but are not limited to, the matters set out on the slide “Risk Factors”.
The reader is cautioned not to place undue reliance on forward-looking statements.
Valuation
The financial valuation in this document may be considered to be a preliminary assessment. It should be considered to be “forward-looking
information”. The Company considers the valuation to be a material fact with respect to the Company and its efforts to obtain the leases. To the extent
this is a preliminary assessment, it is by definition preliminary in nature. It includes inferred resources and other estimated amounts that have less
certainty than inferred resources. These are too speculative geologically to have economic considerations applied to them that would enable them to
be categorized as mineral reserves. There is no certainty that the preliminary assessment will be realized.
The assumptions upon which the financial valuation herein has been created include those matters under the heading “Valuation and Cash Flow
Assumptions”.

CONFIDENTIAL – 2
 Investment Highlights

• Rare, naturally occurring brine deposit of premium priced Sulfate of Potash (“SOP”)
– Only three other naturally producing SOP operators globally
– Large surface brine deposit with a total potential resource of 100 million tons(1) to depth of only 300 feet
– Attractive SOP growth characteristics with a historic premium over Muriate of Potash (“MOP”) price

• Potential Low Cost Producer

– Solar evaporation extraction of natural SOP with potential operating costs of less than $130 / MT(2)
– Shorter time and less risk to production versus conventional / solution mines
– Low CAPEX with attractive CAPEX / ton characteristics relative to other potash development projects

• Compelling Ag Fundamentals Drive Need for Specialized Fertilizer

– Arable land degradation & population growth
– Improving diets driven by income growth in emerging economies

• Experienced Project and Management Team

– Highly experienced, proven management team
– Technical expertise and knowledge of solar evaporation mining method

• Attractive Financial Profile and Valuation

– Potential annual run-rate revenue of $620 million and EBITDA of $279 million
– NPV of $532 million at 10% discount rate with commercial production in 2015

(1) Extrapolated from 43-101 Sevier Lake Property Technical Report, May 2010. Available on a confidential basis to prospective investors on request. CONFIDENTIAL – 3
(2) Preliminary Engineering Report on Sevier Project, Intermountain Consumer Professional Engineers Inc., May 2009
 SOP is a Premium Product for Chloride Sensitive Crops

• SOP is a high value specialty potash fertilizer with Premium Crops

a defensible market niche
Fruits Vegetables
– Worldwide demand of 4-5 million tonnes(1)
– Used mainly on high-value specialty crops which include
citrus fruit, certain vegetables, tobacco and cotton

• SOP provides benefits similar to MOP plus:

 No effect on soil acidity or alkalinity
 Low salt index improves nutrient uptake • Strawberries • Peaches • Tomatoes • Spinach

 Greater yield improvements and quality parameters • Citrus Fruit • Grapes • Potatoes
• Mangoes • Apples • Beans
 Fully water soluble • Cherries • Peas
• Melons
 Fast absorption
Other Industrialized

• SOP is also required for arid soils

– A requirement in certain regions of the world as
accumulation of chloride increases toxicity levels

• Crops that use MOP can use SOP but crops that
require SOP usually don’t tolerate MOP
• Tea • Tobacco • Sunflowers • Cotton
• Pistachios • Coffee • Yellow
Mustard
• Pineapples • Alfalfa

(1) British Sulphur Consultants, Potassium Sulphtaes & Potassium Nitrate Market, January 2009
CONFIDENTIAL – 4
 Servicing High Value Specialty Crops

• Specialty crops represent only 4% of total harvested acreage but account for 40% of total
revenue in the US(1)
– Higher margins products support SOP premium
– Inelastic demand with few alternatives

Harvested Acres Revenue from Crops

96%

4% 40% 60%
4

Commodity Crops (MOP) Specialty Crops (SOP)

(1) Source: Agriculture and Applied Economics Association CONFIDENTIAL – 5

 Market Dynamics for SOP are More Compelling

• EPM Mining Ventures Inc. (“EPM”) plans to develop a world class potassium brine deposit in Utah to
service the global SOP market
– Land lease acquisition anticipated for Q4 2010

Market Dynamics Demand & Growth Key Characteristics

• Most abundant and cheapest • Demand: 52MM tonnes(1) • Significant greenfield and
MOP brownfield expansion creates
potassium mineral
• Anticipated Growth: 3%(1) substantial supply/demand
• Market dominated by a few uncertainties
large low-cost producers

SOP • Niche market with a • Demand: 4-5MM tonnes(1) • Market dominated by few
commanding premium to large, high-cost players
• Anticipated Growth: 4%(1)
MOP
• Focus on specialty crops

(1) Source: Potash Corp., British Sulphur Consultants, January 2009, Research estimates CONFIDENTIAL – 6
 SOP Market is Supplied by High Cost Producers

• Three primary SOP production methods

SOP Capacity by Production Type(1)
Mannheim Process
– Converts MOP to SOP using sulfuric acid in an energy
intensive process
27%
Reaction with Sulfate Salts 1.9MM

– Converts MOP to SOP using sulfate salts 3.9MM 56%

Brine Processing
Mannheim
1.9MM
– Processes potassium rich brine into SOP using solar Other
evaporation 17% Brine

• Mannheim process is high cost and represents 56% Source: Company and Industry Reports

of the current supply

SOP Premium to MOP
– Marginal cost production method
80%
– MOP as primary input drives price premium to SOP 68%
64%
– Historic premium of SOP to MOP is approximately 50% 60% 57% 56%
Average Premium – 50%

40% 35%

21%
20%

0%
2004 2005 2006 2007 2008 2009

Source: Research estimates

(1) SOP brine capacity includes expected addition of 1.2MM tonnes of production from Luobupo Potash CONFIDENTIAL – 7
 SOP Brine Producers Have a Competitive Advantage

• Brine deposits are best positioned in any price environment

– Production cost not determined by market price of MOP
– Solar evaporation is the lowest cost method for SOP production (EPM cost of ~US$130/tonne)(1)
• Surplus sulfates used to upgrade MOP at attractive returns

SOP Production Costs Operating Costs at various MOP Prices

600
Producers Developers
$1,200
500
Production Costs (US$/tonne)

$1,000

Operating Costs ($ / Tonne)

400
$800
Margin
300 Expansion
$600 Potential

200
Mannheim
$400
(2)
EPM
100 $200

0 $0
(2) $400 $500 $600 $700 $800 $900 $1,000
Mannheim Other (K+S) Luobupo Potash IC Potash EPM
Process
MOP Price ($ / Tonne)

Source: British Sulphur Consultants, January 2009, independent research reports Source: British Sulphur Consultants, January 2009, industry reports

(1) Preliminary Engineering Report on Sevier Project, Intermountain Consumer Professional Engineers Inc., May 2009
CONFIDENTIAL – 8
(2) Natural production method only; EPM will also use its surplus sulfate production to upgrade MOP
 Global SOP Market Dynamics

• As a low cost producer, EPM products will be cost competitive across the globe

NORTH AMERICA
NORTH AMERICA
- Trend market growth
- Trend market growth
- Excess demand
- Excess demand

CHINA & ASIA EUROPE

CHINA & ASIA EUROPE
- Significant under application - Excess demand
- Significant under application - Excess demand
- Excess and growing demand - Mannheim production
- Excess and growing demand - Mannheim production
- Limited local production - Under application
- Limited local production - Under application
- Significant importer
- Significant importer

Transportation Costs:
AUSTRALIA ~US$80/MT(1) AFRICA & MIDDLE EAST
AUSTRALIA AFRICA & MIDDLE EAST
- Arid soils - Arid soils
- Arid soils - Arid soils
- Under application - Growth in mechanized farming
- Under application - Growth in mechanized farming
- Excess demand - Growing demand
- Excess demand SOUTH AMERICA - Growing demand
SOUTH AMERICA
- Mannheim production - Limited local production
- Mannheim production - Arid soils - Limited local production
- Arid soils
- Growth in mechanized farming
- Growth in mechanized farming
- Limited local production
- Limited local production

(1) Independent research based on estimated costs from EPM location to Europe
CONFIDENTIAL – 9
Proven Management Team

• 40+ years of technical, operations, and general management experience in domestic / international mining business

Art Ditto • Founding member of publicly-traded firms including Kinross Gold and Katanga Mining and served as President,
COO, CEO/ Board Chair
Non-Executive
Chairman • Board member of publicly traded companies and private foundations for more than 35 years including Plexus
Resources, Kinross Gold, and Katanga Mining
• BSc mining engineering Montana Tech, graduate U of Ill executive development program

• 25 years of M&A and operating experience in energy & minerals

Jeff Gentry • Participated with and acquired projects from Amoco, Texaco, Shell, Exxon, and others
Executive Vice • Early Investor in Plexus/Kinross Gold, Ultra Petroleum, Greystar Resources, and Katanga Mining
Chairman • Advised and consulted with various hedge funds and private equity groups
• BSc Geological Engineering, BSc Geology – University of Utah

• 25 years experience in financing, building, and operating start-up projects

• Founded several companies including two telecom ventures where he raised in excess of $500 MM
Lance D’Ambrosio
C.E.O. • Created successful exits to Sprint & Comsat, a subsidiary of Lockheed Martin Corporation
• Investors included AES, Trust Company of the West, IFC as well as other institutional and strategic partners
• BA Business Management, BA Marketing – University of Utah

• Finance executive with over 25 years of experience in the natural resource sector
Steve Jones • Former Senior Vice President and CFO of Katanga Mining Ltd., and former Senior Vice President and CFO of
President Freeport McMoRan Copper and Gold Inc.
• Served as Co-General Manager of the Grasberg Mining Project in Papua, Indonesia
• BBA – Finance, Texas A&M University, Certified Public Accountant

CONFIDENTIAL – 10
Proven Management Team (Continued)

• Professional Engineer with 30 years of mining experience

Rick Dye • Former Senior Vice President of Katanga Mining Ltd., and former General Manager at Kinross Gold
VP Project
• Significant experience in various project engineering roles in the operation and construction of multiple mining
Development properties
• BSc Mining Engineering – University of Utah, Masters of Business Administration – Westminster College

• 25 years of resource experience as an investor in the Oil & Gas and Mining industries
• Former Vice President & Chief Operating Officer of Justice Design Group, a manufacturing and importing firm
Woods Silleroy
VP Shared Services • Almost two decades of operations experience including companies like Pace International, Disney, and The
Los Angeles Philharmonic
• BSc – University of Utah (Magna Cum Laude, Phi Beta Kappa), Masters – USC

• Former VP with Great Salt Lake Minerals. Participated in the design and start-up operation of a 35,000 acre
solar pond complex, now in operation at Ogden, Utah as Compass Minerals (NYSE: CMP).
Dave Butts
• 50 years of experience with four decades devoted exclusively to the extraction of minerals and salts from
Saline Consultant lakes, oceans, salars, and underground deposits throughout the world
• Designed solar ponds for Compass, FMC, Argentina , the Bureau of Chemical Mines, Quidam Basin, China.
Has consulted on salt plants and refineries in over 30 countries
• BSc Chemical Engineering – University of Utah

• Former Head of Minerals Section, Utah Geological Survey, specializing in saline mineral deposits in Utah
J. Wallace Gwynn • Served on the Great Salt Lake Technical Team and the Bonneville Salt Flats Technical Review Committee;
Ph.D. Involved with Great Salt Lake Minerals Corp, Phelps Dodge and N.L.. Industries
Consultant • Authored or contributed to several definitive publications covering saline mineral deposits in Utah
• BSc Mineralogy & Geology – University of Utah; PhD Mineralogy - University of Utah

CONFIDENTIAL – 11
 Sevier Project Overview

• EPM is focused on the acquisition and development of a world-class SOP project on the Sevier Lake
in southwestern Utah
– In close proximity to both Compass Minerals and Intrepid Potash
Project Location Map
– Three potassium ventures all derive from remnants of Lake Bonneville
Outline of
• Targeting the acquisition of 96,000 acres of Federal leases Ancient
Lake
– Over $25 MM invested to date (in 2010 dollars est.) Bonneville
Compass Minerals (SOP)
• 700+ historic drill holes on site
Intrepid Potash (MOP)
• Four deep drill holes
• 4.8 mile brine canal
• 3,000 acre solar evaporation pond system
– 6,400 acres of state-leases acquired

• Preliminary Engineering Report validates SOP project(1)

EPM Mining Ventures (SOP)
– 835,000 MT SOP annual production
• 470,000 MT natural SOP production
• 365,000 MT of processed SOP production(2) Intrepid Potash (MOP)
– Proven solar evaporation process
– Potential for production of additional associated minerals

(1) Preliminary Engineering Report on Sevier Project, Intermountain Consumer Professional Engineers Inc., May 2009
CONFIDENTIAL – 12
(2) Uses surplus sulfates resulting from the solar evaporation process
 Sevier Project Overview – Development History

• Resource potential of 100 million+ tons of SOP based on initial geologic interpretation at depth of
only 300 feet(1)

• 700+ drill holes to 20 foot depth from surface Historical Drill Hole Locations
– Completed in the 1980’s
– 1 hole per 160 acres (each ¼ section)
– Tested extent and composition of brine – proved highly
consistent
– Further exploration to be conducted to define mineral resource

• Approximately 7 million tons of K2SO4 estimate based

on initial depth of only 20 feet(2)

– Recent drilling consistent with historic data

40 KM

Minerals K SO4 Mg Na Cl Ca
(mg/L) 6,167 13,667 3,700 67,667 130,000 840

– Significant amounts of surplus sulfates available to upgrade

MOP and drive increased returns

Source: Sevier Lake Property, Technical Report

(1) Extrapolated from 43-101 Sevier Lake Property Technical Report, May 2010. Available on a confidential basis to prospective investors on request. CONFIDENTIAL – 13
(2) 43-101 Sevier Lake Property Technical Report, April 2010
 Sevier Project Overview – Development History (Continued)

• Brine chemistry shows consistency and similar concentration to Compass Minerals’ Great Salt Lake
project
Brine Chemistry
• Deep drill hole shows strong mineral concentration
– Cased to 226.5 feet
– Brine sampled over a four month period

• Additional four deep drill holes on periphery of lake

– From 705 feet to 975 feet
– Analysis indicates elevated levels of minerals to depth

• First 300 feet of brine potentially sufficient for

multiple decades of production

– Preliminary gravity work estimates a potential deposit depth

of up to 4,500 feet(1)
Source: DSB International Inc.

– Drill holes to 975 feet show a brine concentration similar to

that found at a 20 ft depth
“A comparison of the average brine analyses from
the 20-foot-deep auger holes and the deep-hole
samples, on a dry-weight percent basis, suggest that
the two brine regimes are relatively similar.
Wallace Gwynn, PHD Mineralogy – Consultant

(1) 43-101 Sevier Lake Property Technical Report, May 2010. Available on a confidential basis to prospective investors on request. CONFIDENTIAL – 14
 Located in Close Proximity to Required Infrastructure

• Road access to Interstate Highway System Plant Site & Infrastructure

– 14 mile all-weather haul road to mine gate

• Rail line located 14 miles from project

• Significant water resources available

– Water rights application filed

• Near multiple sources of power and natural gas

• Nearby communities have experienced work

force
– Potential for tax credits and other incentives to bring
jobs to rural area

CONFIDENTIAL – 15
 Solar Evaporation and Brine Concentration is a Proven Process

• Solar evaporation is a low cost, proven potash extraction process used by a number of
companies all over the world
– Arab Potash (MOP)
Production Process Flow Chart
– Compass Minerals (SOP)
– Intrepid Potash (MOP)
– Israeli Chemicals (MOP)
– SQM S.A. (SOP)

CONFIDENTIAL – 16
 Indicative Project Timeline

• EPM is ready to begin work immediately upon successfully acquiring the targeted leases
– 43-101 Technical Report and a Preliminary Engineering Study have been completed
– Construction initiated by 2011 with commercial operations by 2015

Activity 2010 2011 2012 2013 2014 2015

Land Acquisition

Permitting/EA

Feasibility Study

Ponds & Harvesting Area

Plant

Commissioning

Production Commercial
Production

CONFIDENTIAL – 17
 Lease Process

• EPM is seeking to raise C$30 million to acquire the targeted 96,000 acres of Federal leases from
the BLM and begin site development
– Lead order from Knox Capital for up to $10 million at a pre-money valuation of $75 million
– Land lease acquisition is anticipated for Q4 2010

• EPM is well positioned to control and manage the project

– Most knowledgeable bidder with significant work completed to date
• Preliminary Engineering Study
• 43-101 Technical Report with historical data from over 700 drill holes
– Controls 6,400 acres of State leases
– Environmental Assessment and extensive survey work completed(1)
– Water rights filed

• Sevier will become a unitized reservoir

– The party acquiring the largest number of leases will control the project
– In the event that EPM acquires less than 50% of the leases(2) the proceeds of the offering will be distributed back
to investors

(1) Several Environmental Assessments have been completed on the property. However, no Environmental Impact Statements have ever been requested
CONFIDENTIAL – 18
(2) Includes both State and Federal leases
Key Assumptions

Valuation and Cash Flow Assumptions

MOP Price US$/MT 475

SOP Price US$/MT 675
Production
Natural SOP 000’s MT 470
Processed SOP 000’s MT 363
Operating Costs
Natural US$/MT 126
Processed US$/MT 543
Capital Costs
Construction US$MM 371
Contingency US$MM 79
Maintenance US$MM 9
Tax Rate 38%
Discount Rate 10%

CONFIDENTIAL – 19
Attractive Financial Profile

Project Cash Flows(1)

(In US$ MM's unless otherwise noted)

2010 2011 2012 2013 2014 2015 2016 2017 2050
SOP Production (000's tons)
Natural - - - - - 176 353 470 470
Processed - - - - - 137 274 365 365
Revenue
Natural $0 $0 $0 $0 $0 $119 $238 $317 $317
Processed $0 $0 $0 $0 $0 $92 $185 $246 $246
Other $0 $0 $0 $0 $0 $29 $43 $58 $58
Total Revenue $0 $0 $0 $0 $0 $240 $466 $621 $621
Operating Costs
Natural $0 $0 $0 $0 $0 $30 $46 $61 $61
Processed $0 $0 $0 $0 $0 $101 $151 $202 $202
Other $0 $0 $0 $0 $0 $15 $21 $28 $28
Total Operating Costs $0 $0 $0 $0 $0 $146 $218 $291 $291
Royalties (2) $0 $0 $0 $0 $0 $12 $23 $30 $30
Miscallenous $0 $0 $0 $0 $0 $3 $5 $7 $7
SG&A $3 $4 $6 $7 $11 $11 $12 $14 $14
EBITDA ($3) ($4) ($6) ($7) ($11) $68 $208 $279 $279
Interest Expense $0 $0 $3 $7 $26 $40 $40 $39 $0
Depreciation $0 $0 $0 $1 $3 $18 $18 $18 $0
Taxes $0 $0 $0 $0 $0 -$10 $57 $85 $107
Net Income -$3 -$4 -$9 -$16 -$40 $20 $93 $137 $172

Operating CF ($3) ($4) ($9) ($14) ($36) $10 $78 $135 $172
CAPEX ($23) ($39) ($59) ($189) ($144) ($16) ($9) ($9) ($9)
Unlevered FCF ($26) ($43) ($68) ($203) ($181) ($6) $69 $126 $163

LT SOP 675
Discount Rate 10.0%
NPV (3) $532

(1) Preliminary Engineering Report on Sevier Project, Intermountain Consumer Professional Engineers Inc., May 2009, See “Assumptions” and “Risk Factors”
(2) Includes revenue royalties to BLM & State – 5.0% and project sponsors – 0.1% (related to state leases only)
CONFIDENTIAL – 20
(3) Includes $4.5 million cost related to structuring of State leases
 Valuation

• Junior potash developers currently trade between ~0.25x – 0.45x NAV

– EPM is well positioned as an SOP producer with a proven, low cost production method

• Offering price of $1.25 per share implies a post-money valuation of 0.19x NAV

Comparable Companies

In C$ unless otherwise noted

(2)
Share Price Total Resources NAV
Company 10/21/2010 Mkt Cap(1) Stage Product Mine Type Start Date M&I MI&I P/NAV

Potash Developers
Potash One Inc $3.42 $296 Feasibility MOP Solution 2014 66 269 0.44x
Allana Potash Corp. $0.44 $55 NI 43-101 MOP Solution / OP 2015 0 22 0.23x
Western Potash Corp. $0.74 $82 Pre-Feasibility MOP Solution 2015 174 734 0.46x
IC Potash Corp. $0.49 $48 PEA SOP Conventional 2015 0 84 0.24x

Developer Average 0.35x

EPM (Post Money) (3) $1.25 $105 Feasibility SOP Brine 2015 - - 0.19x

Recent Transaction Metrics

Athabasca Potash $8.35 $315 Pre-Feasibility MOP Conventional 2014 157 72 1.15x

Source: Research estimates, Company filings

(1) As at 10/21/2010
(2) Based on Analyst estimates at a 10% discount rate
(3) See "Assumptions"

CONFIDENTIAL – 21
 Capital Structure

• Pro-Forma shares outstanding

Ownership # %

Management 37,789,635 45%

Other Institutions / Investors 22,210,365 27%

Shares Outstanding After Restructuring (Basic / FD) 60,000,000 71%

New Shares to be Issued(1)

- Knox Capital 8,000,000 10%

- New Investors 16,000,000 19%

Pro Forma Shares Outstanding 84,000,000 100%

(1) Offering of $30 million issued at $1.25 per share CONFIDENTIAL – 22

Term Sheet Summary

Amount: Approx. C$30 million

Offering: Private placement of approx. 24.0MM Subscription Receipts plus 15% agents’ option

Issuer: 44170 Yukon Inc.

Issue Price: $1.25 per Subscription Receipt

Subscription Receipts: Entitles the holder to exchange one subscription receipt for one common share of EPM
upon successful acquisition of the targeted Federal leases and reorganization of EPM
Restructured Shares Approx. 60.0 million (basic)
Outstanding:
Public Transaction: Proceeds of the offering will be held in escrow pending the approval of the listing of EPM
on the TSXV
Listing: Common Shares shall be listed on the TSXV

Pricing/Closing: November 2010

Expected Listing: Q1 2011

CONFIDENTIAL – 23
 Investment Highlights

• Rare, naturally occurring brine deposit of premium priced SOP

• Potential Low Cost Producer

• Experienced Project and Management Teams

• Compelling Ag Fundamentals Drive Need for Specialized Fertilizer

• Attractive Financial Profile and Valuation

CONFIDENTIAL – 24
APPENDIX

CONFIDENTIAL – 25
Other Information
The information contained in this confidential document has been prepared by EPM Mining Ventures Inc. and 44170 Yukon Inc. (collectively, the "Company"). It has
not been independently verified and is subject to updating, revision and further amendment. Recipients of this document in the U.S. or that are U.S. persons must each
be an “accredited investor” as that term is defined in Regulation D promulgated under the Securities Act of 1933, as amended. In Canada, this document is for delivery
only to “accredited investors” as defined in National Instrument 45-106 - Prospectus and Registration Exemptions. Any other person who receives this document
should not rely or act upon it. By accepting this document and not immediately returning it, the recipient represents and warrants that they are a person who falls within
one or more of the above descriptions of persons entitled to receive this document. This document is not to be disclosed to any other person or used for any other
purpose.
Neither the delivery of this document nor any sale made as a result of this document shall under any circumstances imply that the information set forth or incorporated
by reference herein is correct as of any date subsequent to the date hereof. No representation or warranty, express or implied, is made as to the accuracy or
completeness of the information set out herein, and nothing contained in this document is, or shall be relied upon, as a promise or representation, whether as to the
past or the future.
This document does not constitute an offer to sell, or solicitation of an offer to buy, any securities, and no securities will be offered nor will solicitations of offers to buy
be made, pursuant and in accordance with the terms of subscription agreements by any person in any jurisdiction in which it is, or to persons to whom it is unlawful for
such person to make such an offering or solicitation.
Neither the issue of this document nor any part of its contents is to be taken as any form of commitment on the part of the Company to proceed with any transaction
and the right is reserved to terminate any discussions or negotiations with any prospective investors. In no circumstances will the Company be responsible for any
costs, losses or expenses incurred in connection with any appraisal or investigation of the Company. In furnishing this document, the Company does not undertake or
agree to any obligation to provide the recipient with access to any additional information or to update this document or to correct any inaccuracies in, or omissions
from, this document which may become apparent.
This document should not be considered as the giving of investment advice or recommendation by the Company or any of its shareholders, directors, officers, agents,
employees or advisers. In particular, this document does not constitute an offer or invitation to subscribe for or purchase any securities and neither this document nor
anything contained herein shall form the basis of any contract or commitment whatsoever. Each party to whom this document is made available must make its own
independent assessment of the Company and the terms of the offering after making such investigations and taking such advice as may be deemed necessary. In
particular, any estimates or projections or opinions contained herein necessarily involve significant elements of subjective judgment, analysis and assumptions and
each recipient should satisfy itself in relation to such matters.
The information contained in this document has not been reviewed or approved by the U.S. Securities and Exchange Commission or any provincial or state securities
regulatory authority. Any representation to the contrary is unlawful. This document does not include a complete description of the Company or any offering. Any offer of
securities of the Company will be made only pursuant to a subscription agreement and the provisions of applicable law. Any securities to be offered for sale by the
Company are not expected to be registered in the United States under the Securities Act or under any state securities laws. As a result, it is anticipated that any such
securities offered or sold in the United States will be exempt from registration pursuant to Section 4(2) and Regulation D promulgated under the Securities Act. As
such, each person to which any securities of the Company are offered in the United States will be required to represent, among other things, that such person is an
“accredited investor” as that term is defined in Regulation D promulgated under the Securities Act.
NI 43-101
Information concerning (a) the results, or a summary of the material results, of surveys and investigations regarding the Sevier Lake property, (b) a summary of the
interpretation of the exploration information and (c) a description of the quality assurance program and quality control measures applied during the execution of the
work being reported on is available to prospective investors on request.

CONFIDENTIAL – 26
Risk Factors
An investment in the subscription receipts of the Company and the common shares into which the subscription receipts are convertible will involve a high degree of
risk. Investors should carefully consider each of the risks described below and all of the information in this document before investing in the subscription receipts.
The risks and uncertainties below are not the only ones facing the Company. Additional risks and uncertainties not presently known to the Company or that it currently
considers immaterial may also impair the Company’s business operations and cause the price of the Company’s securities to decline. If any of the following risks
actually occur, the Company’s business may be harmed and its financial condition and results of operations may suffer significantly. In such event, the trading price of
the common shares could decline, and purchasers of common shares may lose all or part of their investment.
Increased costs could affect our per ton profitability.
Costs at any particular mining location are subject to variation due to a number of factors, such as changing grade, revisions to mine plans, and location of the
deposits. A substantial portion of anticipated operating cost structure is comprised of fixed costs consisting primarily of labor and benefits, energy usage, property
taxes, insurance, maintenance, and some depreciation. There will also variable costs such as those that may be associated with overtime and associated benefits,
contractor labor, consumable operating supplies and chemicals, some level of energy and per unit depreciation. Because a portion of operating costs are fixed,
reductions in production tonnage could increase per ton cost per sales and correspondingly decrease operating margins on a per ton basis. A material increase in
costs could have a material adverse effect on profitability and cash flows.
Mining operations depend on having received and continuing to maintain the required permits and approvals from and lease negotiations with
governmental authorities.
Mining will require numerous governmental, environmental, mining and other permits and approvals authorizing operations. A decision by a governmental agency to
deny or delay issuing a new or renewed permit or approval, or to revoke or substantially modify an existing permit or approval, could prevent or limit the ability to
continue operations at the affected facility and have a material adverse effect on the proposed business, and the Company’s financial condition and operating results.
Expansion of existing operations also would require securing the necessary environmental and other permits and approvals, which may not be received in a timely
manner, if at all. In addition, the federal government may require an environmental assessment or EIS as a condition of approving a project or permit, which could
result in additional time delays and costs. Furthermore, mining operations will take place on land that is leased from federal and state governmental authorities.
Expansion of our existing operations may require securing additional federal and state leases, which may not be obtained in a timely manner, if at all. In addition,
existing leases generally require us to commence mining operations within a specified time frame and to continue mining in order to retain the lease. The loss of a
lease could adversely affect the ability to mine the associated deposit. Also, existing leases require us to make royalty payments based on the revenue generated by
potash produced from the leased land. The royalty rates are subject to change, which may lead to significant increases. Increases in royalty rates would reduce profit
margins and, if such increases were significant, would adversely affect operating results.
New long-term product supply can create structural market imbalances, which could negatively affect operating results and financial performance.
Potash is a commodity, and the market for potash is highly competitive and affected by global supply and demand. Producers have been, and will likely continue to be,
engaged in expansion and development projects to increase production. Many of these projects to increase potash production on a long-term basis are speculative.
However, if potash production is increased beyond potash demand, the price at which the Company sells potash and sales volumes would likely fall, which would
materially adversely affect our operating results and financial condition.
As a potash-only producer, the Company is less diversified than some competitors, and a decrease in the demand for potash or an increase in potash
supply could have a material adverse effect on financial condition and results of operations.
The Company will be dedicated exclusively to the production and marketing of potash. As a result of this potash focus and domestic geographic focus, the Company
would likely be impacted more acutely by factors affecting the potash industry or the regions in which the Company operates than if the business were more
diversified. A decrease in the demand for potash could have a material adverse effect on financial condition and results of operations. Similarly, a large increase in
potash supply could also materially impact financial condition more than more diversified competitors.
CONFIDENTIAL – 27
Risk Factors (Continued)
The mining business is capital-intensive, and the inability to fund necessary or desirable capital expenditures could have an adverse effect on growth and
profitability.
The Company will need to make significant capital expenditures in connection with the development of the Sevier Lake Project.
Costs associated with capital expenditures have escalated on an industry-wide basis over the last several years, largely as a result of factors such as increases in the
price of steel and other commodities. As costs associated with capital expenditures continue to increase, the Company could have difficulty funding or be unable to
fund needed or planned capital expenditures, which would delay the commencement of production or the inability to sustain existing operations at optimal levels.
Increased costs for capital expenditures could also have an adverse effect on the profitability of existing operations and returns from projects.
Mining, manufacturing and distribution operations are subject to a variety of risks and hazards.
The process of mining, manufacturing and distribution involves risks and hazards, including environmental hazards, industrial accidents, labor disputes, unusual or
unexpected geological conditions or acts of nature. These risks and hazards could lead to events or circumstances, which could result in the complete loss of a mine
or could otherwise result in damage or impairment to, or destruction of, mineral properties and production facilities, environmental damage, delays in mining and
business interruption, and could result in personal injury or death.
Not all of these risks are reasonably insurable and insurance coverages may contain limits, deductibles, exclusions and endorsements. Such a loss may
have a material adverse effect on the Company.
Customer expectations about future potash market prices, availability and agricultural economics as well as customer application rates can have a significant effect on
the demand for specialty fertilizer products, which can affect sales volumes and prices.
When customers anticipate increased SOP selling prices or improving agricultural economics, they tend to accumulate inventories prior to the anticipated price
increases, which may result in a delay in the realization of price increases for the products the Company will sell. In addition, customers may delay their purchases
when they anticipate future SOP selling prices may remain constant or decline, or when they anticipate declining agricultural economics, which may adversely affect
sales volumes and selling prices. Customer expectations about availability of SOP can have similar effects on sales volumes and prices.
Growers are continually seeking to maximize their economic return, which may impact the application rates for potash products. Growers’ decisions regarding the
application rate for potash, including whether to forgo application altogether, may vary based upon many factors, including, crop and potash prices and nutrient levels
in the soil. Growers are more likely to increase application rates when crop prices are relatively high or when potash prices and soil nutrient levels are relatively low.
Growers are more likely to reduce application rates or forgo application of potash when crop prices are relatively low and when potash prices and soil nutrient levels
are relatively high. This variability can materially impact sales prices and volumes.
Competition could limit our ability to attract and retain customers and put pressure on the prices we can charge for products. Additionally, with regard to
specialty fertilizer products, economic conditions in the agriculture markets, and supply and demand imbalances for competing potash products can also
impact the price of or demand for products.
A significant portion of the Company’s fertilizer business is expected to be dependent upon international sales. As such, the Company will face intense global
competition from both SOP and other potash producers and new competitors may enter the Company’s markets. Changes in potash competitors’ production or
marketing focus, could have a material impact on our business. Some competitors may have greater financial and other resources than we do.

CONFIDENTIAL – 28
Risk Factors (Continued)
KCl is the least expensive form of potash fertilizer based on the concentration of K2O and consequently, it is the most widely used potassium source for most crops.
SOP is utilized by growers for many high-value crops, especially crops for which low-chloride content fertilizers improve quality and yield. Economic conditions for
agricultural products can affect the type and amount of crops grown as well as the type of fertilizer product used. Potash is a commodity and consequently, its market
is highly competitive and affected by global supply and demand. An over-supply of either type of potash product in the domestic or world-wide markets could
unfavorably impact the sales prices the Company can charge for specialty potash fertilizer, as a large price disparity between the potash products could cause growers
to choose a less-expensive alternative.
Environmental laws and regulation may subject the Company to significant costs and liability and require it to incur additional costs in the future.
The Company will be subject to numerous business, environmental, health and safety laws and regulations in the United States, including laws and regulations relating
to land reclamation and remediation of hazardous substance releases, and discharges to soil, air and water with which we must comply to effectively operate our
business. Current environmental laws and regulations may become more stringent and require material expenditures for continued compliance. Environmental
remediation laws such as CERCLA, impose liability, without regard to fault or to the legality of a party’s conduct, on certain categories of persons (known as
“potentially responsible parties” (“PRPs”)) who are considered to have contributed to the release of “hazardous substances” into the environment. In the future the
Company may incur material liabilities under CERCLA and other environmental cleanup laws, with regard to its facilities, adjacent or nearby third-party facilities, or off-
site disposal locations. Under CERCLA, or its various state analogues, one party may, under some circumstances, be required to bear more than its proportional share
of cleanup costs at a site where it has liability if payments cannot be obtained from other responsible parties. Liability under these laws involves inherent uncertainties.
Violations of environmental, health and safety laws are subject to civil, and in some cases, criminal sanctions.
Continued government and public emphasis on environmental issues, including climate change, can be expected to result in increased future investments for
environmental controls at the Company’s operations, which would be charged against income from future operations. The U.S. is currently considering legislation that
would regulate greenhouse gas emissions and some form of federal climate change legislation is possible in the future. Present and future environmental laws and
regulations applicable to operations may require substantial capital expenditures and may have a material adverse effect on the Company’s business, financial
condition and results of operations.
Economic conditions and credit and capital markets could impair our ability to operate our business and implement our strategies.
It is expected that the Company, customers and suppliers will depend on the availability of credit to operate. The economic downturn has resulted in a tightening in the
credit markets and has reduced the availability of credit to borrowers worldwide. A prolonged economic downturn could adversely affect the cash flows of our
customers and the availability of credit for all parties, including the Company. Customers may not be able to purchase products or there may be delays in payment or
nonpayment for delivered products, which would negatively impact our revenues, cash flows and profitability.

CONFIDENTIAL – 29
 Statutory & Contractual Rights for Purchasers in Canada
Securities legislation in certain of the provinces of Canada provides purchasers, in addition to any other rights they may have at law, with a remedy for rescission or
damages where this document or any amendment to it, and in some cases, advertising and sales literature used in connection therewith, contains a misrepresentation.
These remedies, or notice with respect thereto, must be exercised or delivered, as the case may be, by the purchaser within the time limit prescribed, and are subject to
the defences contained, in the applicable securities legislation. In those provinces in which the securities legislation does not provide for such rights, the rights
described below applicable to Ontario purchasers will be deemed to have been granted by EPM Mining Ventures Inc. and 44170 Yukon Inc. (collectively, the
“Company”) to purchasers of securities of the issuer in the private placement of subscription receipts (the “Securities”) under the offering contemplated hereby, and will
be deemed to form part of the contract of purchase and sale of the Securities. Purchasers should refer to the applicable provisions of the securities legislation of their
province for the particulars of these rights or consult with a legal advisor. The following is a summary of the rights of rescission or rights to damages available to
purchasers of the Securities.

CONFIDENTIAL – 30
 Statutory & Contractual Rights for Purchasers in Canada
Rights for Purchasers in Ontario
Ontario Securities Commission Rule 45-501 – Ontario Prospectus and Registration Exemptions provides that when an offering memorandum, such as this document, is
delivered to an investor to whom securities are distributed in reliance upon the “accredited investor” prospectus exemption in Section 2.3 of National Instrument 45-106
– Prospectus and Registration Exemptions (“NI 45-106”), the right of action referred to in Section 130.1 of the Securities Act (Ontario) (“Section 130.1”) is applicable,
unless the prospective purchaser is:
a) an association governed by the Cooperative Credit Associations Act (Canada) or a central cooperative credit society for which an order has been made under section
473(1) of that Act;
b) a bank, loan corporation, trust company, trust corporation, insurance company, treasury branch, credit union, caisse populaire, financial services corporation, or
league that, in each case, is authorized by an enactment of Canada or a jurisdiction of Canada to carry on business in Canada or a jurisdiction in Canada;
c) a Schedule III bank, meaning an authorized foreign bank named in Schedule III of the Bank Act (Canada);
d) the Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada); or
e) a subsidiary of any person referred to in paragraphs (a) or (b), if the person owns all of the voting securities of the subsidiary, except the voting securities required by
law to be owned by the directors of the subsidiary.
Section 130.1 provides such investors who purchase securities offered by an offering memorandum with a statutory right of action against the issuer of securities for
rescission or damages in the event that the offering memorandum and any amendment to it contains a “misrepresentation”. “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 or false in the
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 applicable securities laws.
Where this document is delivered to a prospective purchaser of Securities in connection with a trade made in reliance on Section 2.3 of NI 45- 106, and this document
contains a misrepresentation the purchaser will have, without regard to whether the purchaser relied on the misrepresentation, a statutory right of action against the
Company for damages or, while still the owner of Securities, for rescission, in which case, if the purchaser elects to exercise the right of rescission, the purchaser will
have no right of action for damages, provided that the right of action for rescission will be exercisable by the purchaser only if the purchaser gives notice to the
Company, not more than 180 days after the date of the transaction that gave rise to the cause of action, that the purchaser is exercising such right; or, in the case of
any action other than an action for rescission, the earlier of: (i) 180 days after the plaintiff 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.
The Company will not be liable for a misrepresentation if it proves that the purchaser purchased the Securities with knowledge of the misrepresentation. In an action for
damages, the Company will not be liable for all or any portion of the damages that the Company proves do not represent the depreciation in value of the Securities as a
result of the misrepresentation. In no case will the amount recoverable for the misrepresentation exceed the price at which the Securities were offered.
The Company will not be liable for a misrepresentation in forward-looking information if the Company proves that: (a) this document contains, proximate to the forward-
looking information, reasonable cautionary language identifying the forward-looking information as such, and identifying material factors that could cause actual results
to differ materially from a conclusion, forecast or projection in the forward-looking information, and a statement of material factors or assumptions that were applied in
drawing a conclusion or making a forecast or projection set out in the forward-looking information; and (b) the Company had a reasonable basis for drawing the
conclusions or making the forecasts and projections set out in the forward-looking information.
The foregoing statutory right of action for rescission or damages conferred is in addition to and without derogation from any other right the purchaser may have at law.
This summary is subject to the express provisions of the Securities Act (Ontario) and the regulations and rules made under it, and prospective investors should refer to
the complete text of those provisions.
CONFIDENTIAL – 31
 Statutory & Contractual Rights for Purchasers in Canada (Continued)
Rights for Purchasers in Saskatchewan
Section 138 of The Securities Act, 1988 (Saskatchewan), as amended (the “Saskatchewan Act”) provides that where an offering memorandum or any amendment to it
is sent or delivered to a purchaser resident in Saskatchewan and it contains a misrepresentation (as defined in the Saskatchewan Act) at the time of purchase, a
purchaser who purchases a security covered by the offering memorandum or any amendment to it has, without regard to whether the purchaser relied on the
misrepresentation, a right of action for rescission against the issuer or a selling security holder on whose behalf the distribution is made or has a right of action for
damages against:
a) the issuer or a selling security holder on whose behalf the distribution is made;
b) every promoter and director of the issuer or the selling security holder, as the case may be, at the time the offering memorandum or any amendment to it was sent or
delivered;
c) every person or company whose consent has been filed respecting the offering, but only with respect to reports, opinions or statements that have been made by
them;
d) every person who or company that, in addition to the persons or companies mentioned in (a) to (c) above, signed the offering memorandum or the amendment to the
offering memorandum; and
e) every person who or company that sells securities on behalf of the issuer or selling security holder under the offering memorandum or amendment to the offering
memorandum.
Such rights of rescission and damages are subject to certain limitations including the following:
a) if the purchaser elects to exercise its right of rescission against the issuer or selling security holder, it will have no right of action for damages against that party;
b) in an action for damages, a defendant will not be liable for all or any portion of the damages that he, she or it proves do not represent the depreciation in value of the
securities resulting from the misrepresentation relied on;
c) no person or company, other than the issuer or a selling security holder, will be liable for any part of the offering memorandum or any amendment to it not purporting
to be made on the authority of an expert and not purporting to be a copy of, or an extract from, a report, opinion or statement of an expert, unless the person or
company failed to conduct a reasonable investigation sufficient to provide reasonable grounds for a belief that there had been no misrepresentation or believed that
there had been a misrepresentation;
d) in no case will the amount recoverable exceed the price at which the securities were offered; and
e) no person or company is liable in an action for rescission or damages if that person or company proves that the purchaser purchased the securities with knowledge of
the misrepresentation.
In addition, no person or company, other than the issuer or selling security holder, will be liable if the person or company proves that:
a) the offering memorandum or any amendment to it was sent or delivered without the person’s or company’s knowledge or consent and that, on becoming aware of it
being sent or delivered, that person or company immediately gave reasonable general notice that itwas so sent or delivered; or

CONFIDENTIAL – 32
 Statutory & Contractual Rights for Purchasers in Canada (Continued)
Rights for Purchasers in Saskatchewan (Continued)
b) with respect to any part of the offering memorandum or any amendment to it purporting to be made on the authority of an expert, or purporting to be a copy of, or an
extract from, a report, an opinion or a statement of an expert, that person or company had no reasonable grounds to believe and did not believe that there had been a
misrepresentation, the part of the offering memorandum or any amendment to it did not fairly represent the report, opinion or statement of the expert, or was not a fair
copy of, or an extract from, the report, opinion or statement of the expert.
Not all defences upon which the Company or others may rely are described herein. Please refer to the full text of the Saskatchewan Actfor a complete listing.
Similar rights of action for damages and rescission are provided in section 138.1 of the Saskatchewan Act in respect of a misrepresentation in advertising and sales
literature disseminated in connection with an offering of securities.
Section 138.2 of the Saskatchewan Act also provides that where an individual makes a verbal statement to a prospective purchaser that contains a misrepresentation
relating to the security purchased and the verbal statement is made either before or contemporaneously with the purchase of the security, the purchaser has, without
regard to whether the purchaser relied on the misrepresentation, a right of action for damages against the individual who made the verbal statement.
Section 141(1) of the Saskatchewan Act provides a purchaser with the right to void the purchase agreement and to recover all money and other consideration paid by
the purchaser for the securities if the securities are sold in contravention of the Saskatchewan Act, the regulations to the Saskatchewan Act or a decision of the
Saskatchewan Financial Services Commission.
Section 141(2) of the Saskatchewan Act also provides a right of action for rescission or damages to a purchaser of securities to whom an offering memorandum or any
amendment to it was not sent or delivered prior to or at the same time as the purchaser enters into an agreement to purchase the securities, as required by Section
80.1 of the Saskatchewan Act.
The rights of action for damages or rescission under the Saskatchewan Act are in addition to and do not derogate from any other right which a purchaser may have at
law.
Section 147 of the Saskatchewan Act provides that no action will be commenced to enforce any of the foregoing 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 any other action, other than an action for rescission, the earlier of:
i) one year after the plaintiff first had knowledge of the facts giving rise to the cause of action; or
ii) six years after the date of the transaction that gave rise to the cause of action.
The Saskatchewan Act also provides a purchaser who has received an amended offering memorandum delivered in accordance with subsection 80.1(3) of the
Saskatchewan Act has a right to withdraw from the agreement to purchase the securities by delivering a notice to the person who or company that is selling the
securities, indicating the purchaser’s intention not to be bound by the purchase agreement, provided such notice is delivered by the purchaser within two business days
of receiving the amended offering memorandum.
This summary is subject to the express provisions of the Saskatchewan Act and the regulations and rules made under it, and prospective investors should refer to the
complete text of those provisions.

CONFIDENTIAL – 33
 Statutory & Contractual Rights for Purchasers in Canada (Continued)
Rights for Purchasers in Nova Scotia
The right of action for rescission or damages described herein is conferred by section 138 of the Securities Act (Nova Scotia). Section 138 provides, in the relevant part,
that in the event that an offering memorandum, together with any amendments hereto, or any advertising or sales literature (as defined in the Securities Act (Nova
Scotia)) contains an untrue statement of material fact or omits to state a material fact that is required to be stated or that is necessary in order to make any statements
contained herein or therein not misleading in light of the circumstances in which it was made (a “misrepresentation”), a purchaser of Securities is deemed to have relied
upon such misrepresentation if it was a misrepresentation at the time of purchase and has, subject to certain limitations and defences, a statutory right of action for
damages against the issuer of such Securities, the directors of the issuer and the persons who have signed the offering memorandum or, alternatively, while still the
owner of the Securities, may elect instead to exercise a statutory right of rescission against the issuer, in which case the purchaser will have no right of action for
damages against the issuer, the directors of the issuer or the persons who have signed the offering memorandum, provided that, among other limitations:
a) no action will be commenced to enforce the right of action for rescission or damages by a purchaser resident in Nova Scotia later than 120 days after the date
payment was made for the Securities (or after the date on which initial payment was made for the Securities where payments subsequent to the initial payment are
made pursuant to a contractual commitment assumed prior to, or concurrently with, the initial payment);
b) no person will be liable if it proves that the purchaser purchased the Securities with knowledge of the misrepresentation;
c) in the case of an action for damages, no person will be liable for all or any portion of the damages that it proves do not represent the depreciation in value of the
Securities; and
d) in no case will the amount recoverable in any action exceed the price at which the Securities were offered to the purchaser.
The liability of all persons or companies referred to above is joint and several with respect to the same cause of action. A defendant who is found liable to pay a sum in
damages may recover a contribution, in whole or in part, from a person or company who is jointly and severally liable to make the same payment in the same cause of
action unless, in all the circumstances of the case, the court is satisfied that it would not be just and equitable.
This summary is subject to the express provisions of the Securities Act (Nova Scotia) and the regulations and rules made under it, and prospective investors should
refer to the complete text of those provisions.

CONFIDENTIAL – 34
 Statutory & Contractual Rights for Purchasers in Canada (Continued)
Rights for Purchasers in New Brunswick
New Brunswick Securities Commission Rule 45-802 provides that the statutory rights of action in rescission or damages referred to in Section 150 of the Securities Act
(New Brunswick) (“Section 150”) apply to information relating to an offering memorandum, such as this document, that is provided to a purchaser of securities in
connection with a distribution made in reliance on the “accredited investor” prospectus exemption in Section 2.3 of NI 45-106. Section 150 provides investors who
purchase securities offered for sale in reliance on an exemption from the prospectus requirements of the Securities Act (New Brunswick) with a statutory right of action
against the issuer of securities for rescission or damages in the event that an offering memorandum provided to the purchaser contains a “misrepresentation”.
“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 a
statement not misleading in the light of the circumstances in which it was made.
Where this document is delivered to a prospective purchaser of Securities in connection with a trade made in reliance on Section 2.3 of NI 45-106, and this document
contains a misrepresentation, a purchaser who purchases the securities will be deemed to have relied on the misrepresentation and will have, subject to certain
limitations and defences, a statutory right of action against the Company for damages or, while still the owner of Securities, for rescission, in which case, if the
purchaser elects to exercise the right of rescission, the purchaser will have no right of action for damages, provided that the right of action for rescission will be
exercisable by the purchaser only if the purchaser commences an action against the defendant, not more than 180 days after the date of the transaction that gave rise
to the cause of action, or, in the case of any action other than an action for rescission, the earlier of: (i) one year after the plaintiff first had knowledge of the facts giving
rise to the cause of action, or (ii) six years after the date of the transaction that gave rise to the cause of action.
The defendant will not be liable for a misrepresentation if it proves that the purchaser purchased the Securities with knowledge of the misrepresentation.
In an action for damages, the defendant will not be liable for all or any portion of the damages that the defendant proves do not represent the depreciation in value of
the Securities as a result of the misrepresentation relied upon. In no case will the amount recoverable for the misrepresentation exceed the price at which the
Securities were offered.
The foregoing statutory right of action for rescission or damages conferred is in addition to and without derogation from any other right the purchaser may have at law.
This summary is subject to the express provisions of the Securities Act (New Brunswick) and the regulations and rules made under it, and prospective investors should
refer to the complete text of those provisions.

CONFIDENTIAL – 35
 Statutory & Contractual Rights for Purchasers in Canada (Continued)
Rights for Purchasers in Manitoba
Pursuant to section 141.1(1) of the Securities Act (Manitoba) (the “Manitoba Act”), where an offering memorandum, such as this document, or any amendment to an
offering memorandum, is sent or delivered to a purchaser in the Province of Manitoba and such document contains a misrepresentation, a purchaser who purchases
Securities in the offering contemplated by this document or any amendment to this document is deemed to have relied on that misrepresentation, if it was a
misrepresentation at the time of purchase and, subject to the defences described in the Manitoba Act, has:
a) a right of action for damages against:
i) the Company;
ii) every director of the Company at the date of this document or any amendment to this document; and
iii) every person or company who signed this document or any amendment to this document; and
b) a right of rescission against the Company;
provided that:
a) no person or company is liable if the person or company proves that the purchaser purchased the Securities with knowledge of the misrepresentation;
b) in an action for damages, the defendant is not liable for all or any portion of the damages that he, she or it proves do not represent the depreciation in value of the
Securities resulting from the misrepresentation relied on; and
c) in no case will the amount recovered exceed the price at which the Securities were offered to the purchaser.
Where a purchaser elects to exercise a right of rescission against the Company, the purchaser will have no right of action for damages against the Company or against
a person or company referred to in (a)(ii) or (iii) above.
No person or company is liable:
a) if the person or company proves that this document or any amendment to this document was sent without the person’s or company’s knowledge or consent and that,
after becoming aware of its being sent, the person or company promptly gave reasonable notice to the Company that it was so sent;
b) if the person or company proves that after becoming aware of any misrepresentation in this document or any amendment to this document, the person or company
withdrew the person’s or company’s consent to it and gave reasonable notice to the Company of the person’s or company’s withdrawal and the reason for it;

CONFIDENTIAL – 36
 Statutory & Contractual Rights for Purchasers in Canada (Continued)
Rights for Purchasers in Manitoba (Continued)
c) if the person or company proves that with respect to any part of this document or of any amendment to this document purporting to be made on the authority of an
expert or purporting to be a copy of or an extract from a report, opinion or statement of an expert, the person or company had no reasonable grounds to believe and did
not believe that:
i) there had been a misrepresentation; or
ii) the relevant part of this document or of the amendment to this document:
A) did not fairly represent the report, opinion or statement of the expert; or
B) was not a fair copy of or extract from the report, opinion or statement of the expert; or
d)\ with respect to any part of this document or of the amendment to this document not purporting to be made on an expert’s authority and not purporting to be a copy
of, or an extract from, the expert’s report, opinion or statement, unless the person or company:
i) did not conduct an investigation, sufficient to provide reasonable grounds for a belief that there had been no misrepresentation; or
ii) believed that there had been a misrepresentation.
Pursuant to section 141.4 of the Manitoba Act, but subject to the other provisions thereof, no action shall be commenced to enforce any of the foregoing rights more
than:
a) in the case of an action for rescission, 180 days from 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 plaintiff first had knowledge of the facts giving rise to the cause of action, or
ii) two years after the date of the transaction that gave rise to the cause of action.
In an action for damages, the Company will not be liable for all or any part of the damages that the Company proves do not represent the depreciation in value of the
Securities as a result of the misrepresentation relied upon.
The rights of action for rescission or damages under the Manitoba Act are in addition to and do not derogate from any other right that the purchaser may have at law.
This summary is subject to the express provisions of the Manitoba Act and the regulations and rules made under it, and prospective investors should refer to the
complete text of those provisions.

CONFIDENTIAL – 37
 Statutory & Contractual Rights for Purchasers in Canada (Continued)
Rights for Purchasers in Alberta, British Columbia, Newfoundland and Labrador and Québec
By purchasing Securities hereunder, purchasers in Alberta, British Columbia, Newfoundland and Labrador, and Québec are not entitled to the statutory rights described
above, in consideration of their purchase of Securities and upon accepting a purchase confirmation in respect thereof, are hereby granted a contractual right of action
from damages or rescission that is substantially the same as the statutory right of action, if any, provided to residents of Ontario who purchase Securities.
General
The foregoing summaries are subject to the express provisions of the applicable securities law of each jurisdiction, and the regulations, rules and policy statements
thereunder and reference is made thereto for the complete text of such provisions.

CONFIDENTIAL – 38