LEGAL_CAL:11222971.2 - 2 - CANADA TERMS AND CONDITIONS OF - - PDF document

CANADA This is the first page of an agreement comprised of 11 pages (not including Schedule A and the Exhibits).

LEGAL_CAL:11222971.2

SUBSCRIPTION AGREEMENT FOR CLASS B SHARES TO: Coco Liso Exploration Corp. (the “Corporation”) The undersigned (hereinafter referred to as the “Subscriber”) hereby irrevocably subscribes for and agrees to purchase the number of class B non-voting common shares (“Class B Shares”) of the Corporation set forth below, for the aggregate subscription price set forth below (the “Aggregate Subscription Price”), representing a subscription price of $1.00 per Class B Share, upon and subject to the terms and conditions set forth in “Terms and Conditions of Subscription for Class B Shares of Coco Liso Exploration Corp.” attached hereto (together with this page, Schedule A and the applicable attached Exhibits, the “Subscription Agreement”). In addition to this face page, the Subscriber must also complete the applicable Exhibit (1, 2 or 3) attached hereto. (Name of Subscriber - please print) By: (Authorized Signature) (Official Capacity or Title - please print) (Please print name of individual whose signature appears above if different than the name of the Subscriber printed above.) (Subscriber’s Address) (Telephone Number) (E-Mail Address) Number of Class B Shares: Aggregate Subscription Price: $ If the Subscriber is signing as agent for a beneficial purchaser and is not deemed to be purchasing as principal pursuant to NI 45-106 (as defined herein) by virtue of being either (i) a trust company or trust corporation acting

• n behalf of a fully managed account managed by the trust

company or trust corporation; or (ii) a person acting on behalf of a fully managed account managed by it, and in each case satisfying the criteria set forth in NI 45-106, complete the following and ensure that the applicable Exhibit is completed in respect of such beneficial purchaser: (Name of Beneficial Purchaser) (Beneficial Purchaser’s Address) (Beneficial Purchaser’s Telephone Number) (Beneficial Purchaser’s E-Mail Address) Register the Class B Shares as set forth below: (Name) (Account reference, if applicable) (Address) Deliver the Class B Shares as set forth below: (Name) (Account reference, if applicable) (Contact Name) (Address) NOTE: Original certificates representing the securities subscribed for hereunder will be maintained in the minute book of the Corporation unless otherwise requested by the Subscriber. ACCEPTANCE: The Corporation hereby accepts the subscription as set forth above on the terms and conditions contained in this Subscription Agreement. __________________, 2018 COCO LISO EXPLORATION CORP. Subscription No: By:

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TERMS AND CONDITIONS OF SUBSCRIPTION FOR CLASS B SHARES OF COCO LISO EXPLORATION CORP. Terms of the Offering 1. The Subscriber (on its own behalf and, if applicable, on behalf of each person on whose behalf the Subscriber is contracting) acknowledges and agrees that: (a) the Class B Shares subscribed for hereunder form part of a larger offering by the Corporation of up to 3,000,000 Class B Shares at a price of $1.00 per Class B Share for anticipated aggregate gross proceeds of up to $3,000,000.00 on a private placement basis to eligible purchasers (the “Offering”); and (b) concurrent with the Offering, the Corporation is offering up to 500,000 Class B Shares at a price of $1.00 per Class B Share to directors, officers, employees and consultants of the Corporation for anticipated aggregate gross proceeds of up to $500,000.00; and (c) this subscription is subject to rejection or acceptance by the Corporation, in its sole discretion, in whole or in part, and will be effective only upon acceptance by the Corporation as evidenced by the Corporation’s execution and delivery of this Subscription Agreement; and (d) any subscription funds will be paid to the Corporation on the Closing Date or otherwise in accordance with Section 3 of this Subscription Agreement and will not be refunded to the Subscriber; and (e) the Subscriber and, if applicable, the beneficial purchaser(s) for whom the Subscriber is contracting are solely responsible for obtaining (at their own expense) such legal, tax and financial advice as they consider necessary or appropriate in connection with the execution, delivery and performance of this Subscription Agreement and completion of the transactions contemplated herein, and the Corporation shall not bear any responsibility whatsoever for any such matters. Representations, Warranties and Covenants by Subscriber 2. The Subscriber (on its own behalf and, if applicable, on behalf of each person on whose behalf the Subscriber is contracting hereunder) represents, warrants, covenants and acknowledges, as applicable, to the Corporation and its counsel (and acknowledges that the Corporation and its counsel are relying thereon) that both at the date hereof and at the Closing Time (as defined herein): (a) it understands and is aware that an investment in the Corporation is highly speculative and the Offering is suitable only to persons who are able to risk a loss of their entire investment; and it is able to bear a loss of its entire investment in the Corporation; and (b) it has been independently advised as to restrictions with respect to trading in the Class B Shares imposed by applicable securities laws in the jurisdiction in which it resides, it confirms that no representation (written or oral) has been made to it by or on behalf of the Corporation with respect thereto, it acknowledges that it is aware of the characteristics of the Class B Shares, the risks relating to an investment therein and of the fact that it will not be able to resell the Class B Shares except in accordance with limited exemptions under applicable securities legislation and regulatory policy until expiry of the applicable “hold period” or “restricted period” and compliance with the other requirements of applicable law; and it agrees that the certificates representing the Class B Shares will bear a legend indicating that the resale of such Class B Shares is restricted and the Subscriber further acknowledges that it has been advised to consult its own legal counsel in its jurisdiction of residence for full particulars of the resale restrictions applicable to it, and it agrees that it is the Subscriber’s responsibility to comply with such restrictions before selling any of the Class B Shares; and

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(c) the Corporation is not a “reporting issuer” (or equivalent thereof) in any jurisdiction, the Class B Shares are subject to an indefinite restriction on resale (i.e., a “hold period”) under applicable securities laws and it will not be able to resell any of the Class B Shares until expiration of the applicable hold period (which hold period will not commence to run until the Corporation has become a “reporting issuer” in a jurisdiction of Canada) and that the Corporation has no intention

• f becoming a “reporting issuer” and accordingly, such hold period may never expire which will

limit any resale of the Class B Shares to sales permitted by limited exemptions under applicable securities legislation and regulatory policy; and (d)

• ther than the term sheet relating to the Offering appended hereto as Schedule A, it has not received
• r been provided with, nor has it requested, nor does it have any need to receive, any prospectus,
• ffering memorandum, sales or advertising literature, or any other document describing or

purporting to describe the business and affairs of the Corporation which has been prepared for delivery to, and review by, prospective purchasers in order to assist it in making an investment decision in respect of the Class B Shares and that the decision to enter into this Subscription Agreement and purchase the Class B Shares has not been based on any verbal or written representation as to fact or otherwise made by or on behalf of the Corporation except as set forth herein; and (e) it has not become aware of any advertisement in printed media of general and regular paid circulation (or other printed public media), radio, television or telecommunications or other form of advertisement (including electronic display) with respect to the distribution by the Corporation of the Class B Shares; and (f) unless it is purchasing under paragraph 2(g), it is purchasing the Class B Shares as principal for its

• wn account, not for the benefit of any other person, for investment only and not with a view to the

resale or distribution of all or any of the Class B Shares, it is resident in or otherwise subject to applicable securities laws of the jurisdiction set out as the “Subscriber’s Address” on the face page hereof and it fully complies with one or more of the criteria set forth below: (i) it is an “accredited investor”, as such term is defined in National Instrument 45-106 - Prospectus and Registration Exemptions of the Canadian Securities Administrators adopted under the securities legislation of the Canadian jurisdictions (“NI 45-106”), it was not created or used solely to purchase or hold securities as an accredited investor as described in paragraph (m) of the definition of “accredited investor” in NI 45-106, and it has concurrently executed and delivered a Representation Letter in the form attached as Exhibit 1 to this Subscription Agreement and has initialled or placed a check mark in Appendix “A” thereto indicating that the Subscriber satisfies one of the categories of “accredited investor” set forth in such definition; or (ii) it is resident in or otherwise subject to applicable securities laws of a province of Canada

• ther than the provinces of Ontario or Saskatchewan, no commission or finder’s fee will

be paid to any director, officer, founder or control person of the Corporation in connection with the Offering, and it is (if applicable, please initial): _______ (A) a “director”, “executive officer” or “control person” of the Corporation, or of an affiliate of the Corporation (as such terms are defined in NI 45-106 and reproduced in Appendix “A” to Exhibit 1 of this Subscription Agreement); or _______ (B) a “spouse” (as such term is defined in NI 45-106 and reproduced in Appendix “A” to Exhibit 1 of this Subscription Agreement), parent, grandparent, brother, sister, child or grandchild of any person referred to in subparagraph (A) above;

• r

_______ (C) a parent, grandparent, brother, sister, child or grandchild of the spouse of any person referred to in subparagraph (A) above; or

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_______ (D) a close personal friend of any person referred to in subparagraph (A) above and, if requested by the Corporation or its counsel, will provide a signed statement describing the relationship with any of such persons; or _______ (E) a close business associate of any person referred to in subparagraph (A) above and, if requested by the Corporation or its counsel, will provide a signed statement describing the relationship with any of such persons; or _______ (F) a “founder” (as such term is defined in NI 45-106 and reproduced in Appendix “A” to Exhibit 1 of this Subscription Agreement) of the Corporation, or a spouse, parent, grandparent, brother, sister, child, grandchild, close personal friend or close business associate of a founder of the Corporation and, if requested by the Corporation or its counsel, will provide a signed statement describing the relationship with such founder of the Corporation; or _______ (G) a parent, grandparent, brother, sister, child or grandchild of a spouse of a founder of the Corporation; or _______ (H) a person of which a majority of the voting securities are beneficially owned by,

• r a majority of directors are, persons described in subparagraphs (A) through

(G) above; or _______ (I) a trust or estate of which all of the beneficiaries or a majority of the trustees or executors are persons described in subparagraphs (A) through (G) above; or (Note: for the purposes of subparagraphs (D) and (F) above, a person is not a close personal friend solely because the individual is a relative or a member of the same organization, association or religious group or because the individual is a client, customer or former client or customer, nor is an individual a close personal friend as a result of being a close personal friend of a close personal friend of one of the listed individuals above, rather the relationship must be direct. A close personal friend is one who knows the director, executive officer, founder or control person well enough and has known them for a sufficient period of time to be in a position to assess their capabilities and

• trustworthiness. Further, for the purposes of subparagraphs (E) and (F) above, a person is not a

“close business associate” if the person is a casual business associate or a person introduced or solicited for purposes of purchasing securities nor is the individual a close business associate solely because the individual is a member of the same organization, association, religious group or because the individual is a client, customer, former client or customer, nor is the individual a close business associate if they are a close business associate of a close business associate of one of the listed individuals above, rather the relationship must be direct. A close business associate is an individual who had sufficient prior dealings with the director, executive officer, founder or control person to be in a position to assess their capabilities and trustworthiness.) (iii) it is resident in or otherwise subject to the securities laws of the province of Saskatchewan and is purchasing the Class B Shares pursuant to the “family, friends and business associates” exemption as described in NI 45-106 and specifically represents and warrants that one or more of the categories set forth in the Representation Letter for Family, Friends and Business Associates (Saskatchewan Only) in the form attached as Exhibit 2 to this Subscription Agreement correctly, and in all respects, describes the Subscriber and it has concurrently executed and delivered a copy of the Representation Letter for Family, Friends and Business Associates (Saskatchewan Only) in the form attached as Exhibit 2 to this Subscription Agreement, has initialled thereon the category which so describes it and, if applicable, has executed and completed two (2) originals of the Form 45-106F5 attached as Appendix “A” to Exhibit 2; or (iv) it is resident in or otherwise subject to the securities laws of the province of Ontario, and is purchasing the Class B Shares pursuant to the "founder, control person and family" exemption as described in NI 45-106 and specifically represents and warrants that one or more of the categories set forth in the Representation Letter for Founder, Control Person

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and Family (Ontario only) in the form attached as Exhibit 3 to this Subscription Agreement correctly, and in all respects, describes the Subscriber and it and has concurrently executed and delivered a copy of the Representation Letter for Founder, Control Person and Family (Ontario only) in the form attached as Exhibit 3 in this Subscription Agreement and has initialled thereon the category which so describes it; and (g) if it is not purchasing the Class B Shares as a principal under paragraph 2(f) hereof, it is duly authorized to enter into this Subscription Agreement and to execute and deliver all documentation in connection with the purchase on behalf of each beneficial purchaser, each of whom is purchasing as principal for its own account, not for the benefit of any other person, for investment only and not with a view to the resale or distribution of all or any of the Class B Shares, it acknowledges that the Corporation is required by law to disclose to certain regulatory authorities the identity of each beneficial purchaser of Class B Shares for whom it may be acting, and it and each beneficial purchaser is resident in the jurisdiction set out as the “Beneficial Purchaser's Address” and: (i) it is an “accredited investor” as such term is defined in paragraphs (p) or (q) of the definition of “accredited investor” in NI 45-106 and reproduced in Appendix “A” to Exhibit 1 of this Subscription Agreement (provided, however, that it is not a trust company

• r trust corporation registered under the laws of Prince Edward Island that is not registered
• r authorized under the Trust and Loan Companies Act (Canada) or under comparable

legislation in another jurisdiction in Canada) and is therefore deemed to be purchasing as principal pursuant to NI 45-106 and it has concurrently executed and delivered a Representation Letter in the form attached hereto as Exhibit 1 and has initialled or placed a check mark in Appendix “A” thereto indicating that the Subscriber satisfies one of the categories of “accredited investor” set out in paragraphs (p) or (q) of Appendix “A” thereto; or (ii) subject to securities laws applicable to the Subscriber, it is acting as agent for one or more beneficial purchasers, each of such beneficial purchasers is purchasing as principal for its

• wn account, not for the benefit of any other person, for investment only, and not with a

view to the resale or distribution of all or any of the Class B Shares or underlying Common Shares, and each of such beneficial purchaser complies with paragraph 2(f) hereof as are applicable to it; and (h) if the Subscriber is a resident of or otherwise subject to applicable securities laws of any jurisdiction referred to in the preceding paragraphs 2(f) and 2(g) but is not purchasing thereunder, it is purchasing pursuant to an exemption from prospectus requirements (particulars of which are enclosed herewith) available to it under applicable securities legislation and shall deliver to the Corporation such further particulars of the exemption(s) and the Subscriber’s qualifications thereunder as the Corporation or its counsel may request, including a certificate or opinion of local counsel of such jurisdiction confirming the availability of such exemption from prospectus requirements to the satisfaction of the Corporation, acting reasonably; and (i) it acknowledges that: (i) the Class B Shares are not listed and posted for trading on any stock exchange or other recognized quotation system and there will not be any public market for the Class B Shares; and (ii) no securities commission or similar regulatory authority has reviewed or passed on the merits of the Class B Shares; and (iii) there is no government or other insurance covering the Class B Shares; and (iv) there are risks associated with the purchase of the Class B Shares, which securities are a speculative investment that involves a high degree of risk of loss of entire investment; and

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(v) there are restrictions on the Subscriber’s ability to resell the Class B Shares and it is the responsibility of the Subscriber to find out what those restrictions are and to comply with them before selling the Class B Shares; and (vi) the Corporation has advised the Subscriber that the Corporation is relying on an exemption from the requirements to provide the Subscriber with a prospectus and to sell securities through a person or company registered to sell securities under the Securities Act (Alberta) and other applicable securities laws and, as a consequence of acquiring Class B Shares pursuant to this exemption, certain protections, rights and remedies provided by the Securities Act (Alberta) and other applicable securities laws, including statutory rights of rescission or damages, will not be available to the Subscriber; and (vii) the certificates evidencing the Class B Shares which it shall receive will bear a legend referring to such restrictions on resale and neither the Corporation nor any transfer agent

• f the Corporation will register any transfers of such Class B Shares not made in

compliance with such restrictions on resale; and (j) pursuant to the articles of the Corporation, no transfer of any shares of the Corporation shall occur

• r be registered unless and until the transfer is approved by a majority of the board of directors of

the Corporation or by holders of more than 50% of the voting shares of the Corporation and the board of directors is under no obligation to give its approval or give any reason for withholding the same; and (k) it is aware that the Class B Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (“U.S. Securities Act”) or the securities laws of any state of the United States and that these securities may not be offered or sold, directly or indirectly, in the United States without registration under the U.S. Securities Act or compliance with requirements of an exemption from registration and the applicable laws of all applicable states and acknowledges that the Corporation has no present intention of filing a registration statement under the U.S. Securities Act in respect of the Class B Shares; and (l) the Class B Shares have not been offered to the Subscriber in the United States, and the individuals making the order to purchase the Class B Shares and executing and delivering this Subscription Agreement on behalf of the Subscriber were not in the United States when the order was placed and this Subscription Agreement was executed and delivered; and (m) it is not a U.S. Person (as defined in Regulation S under the U.S. Securities Act, which definition includes, but is not limited to, an individual resident in the United States, an estate or trust of which any executor or administrator or trustee, respectively, is a U.S. Person and any partnership or corporation organized or incorporated under the laws of the United States) or a person in the United States and is not purchasing the Class B Shares on behalf of, or for the account or benefit of, a person in the United States or a U.S. Person; and (n) it undertakes and agrees that it will not offer or sell the Class B Shares in the United States unless such securities are registered under the U.S. Securities Act and the securities laws of all applicable states of the United States or an exemption from such registration requirements is available, and further it will not resell the Class B Shares, except in accordance with the provisions of applicable securities laws, regulations, rules, policies and stock exchange rules; and (o) if the Subscriber is a corporation, partnership, unincorporated association or other entity, it has the legal capacity to enter into and be bound by this Subscription Agreement and perform the transactions contemplated hereby and further certifies that all necessary approvals of directors, shareholders or otherwise have been given and obtained and if the Subscriber is a body corporate, it is duly incorporated or created, as the case may be, and validly subsisting under the laws of its jurisdiction of incorporation or creation; and (p) if the Subscriber is an individual, it is of the full age of majority and is legally competent to execute this Subscription Agreement and take all action pursuant hereto; and

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(q) this Subscription Agreement has been duly and validly authorized, executed and delivered by and constitutes a legal, valid, binding and enforceable obligation of the Subscriber; and (r) in the case of a subscription by it for Class B Shares acting as agent for a beneficial purchaser, it is duly authorized to execute and deliver this Subscription Agreement and all other necessary documentation in connection with such subscription on behalf of such beneficial purchaser and this Subscription Agreement has been duly authorized, executed and delivered by or on behalf of, and constitutes a legal, valid, binding and enforceable agreement of, such beneficial purchaser; and (s) it has such knowledge of financial and business affairs as to be capable of evaluating the merits and risks of its investment and is able to bear the economic risk of loss of its entire investment in the Corporation or, where it is not purchasing as principal, each beneficial purchaser for whom the Subscriber is contracting, is able to bear the economic risk of loss of its entire investment in the Corporation; and (t) except for representations and warranties expressly set out in this Subscription Agreement, it has relied solely upon publicly available information, if any, relating to the Corporation and not upon any verbal or written representation as to fact or otherwise made by or on behalf of the Corporation, such publicly available information, if any, having been delivered to the Subscriber without independent investigation or verification by the Corporation or its agents or representatives and agrees that the Corporation and its counsel assume no responsibility or liability of any nature whatsoever for the accuracy, adequacy or completeness of the publicly available information, if any,

• r as to whether all information concerning the Corporation required to be disclosed by the

Corporation has been generally disclosed and acknowledges that no person in the employment of,

• r acting as agent of, the Corporation has any authority to make any representation or warranty in

respect of the Corporation and any such statements made by any such person is given or made without liability or responsibility and the Subscriber hereby releases the Corporation and its directors, officers, employees, agents, advisors and shareholders from any claims that may arise in respect of such statements; and (u) to the extent of any inconsistency between the term sheet set out in Schedule A and the face page of this Subscription Agreement and these Terms and Conditions of Subscription for Class B Shares of Coco Liso Exploration Corp., the face page of this Subscription Agreement and these Terms and Conditions of Subscription for Class B Shares of Coco Liso Exploration Corp. shall prevail; and (v) it is aware that there is no market and may never be a market for the Class B Shares and that none is expected to develop, and acknowledges and confirms that no verbal or written representation has been made to it with respect to whether the Class B Shares will be listed on any stock exchange or that application has been or will be made for such listing; and (w) it acknowledges that the Corporation’s counsel is acting as counsel to the Corporation and not as counsel to the Subscriber; and (x) it understands, acknowledges and is aware that the Class B Shares are being offered for sale only

• n a “private placement” basis and that the sale and delivery of the Class B Shares is conditional

upon such sale being exempt from the requirements under applicable securities laws regarding the

• bligation to be registered to trade in securities or as to requirements regarding the filing of a

prospectus, delivery of an offering memorandum or upon the issuance of such orders, consents or approvals as may be required to permit such sale without the need to be so registered, or the filing

• f a prospectus or delivering an offering memorandum, and as a consequence: (i) it is restricted from

using certain civil remedies available under securities legislation; (ii) it may not receive information that would otherwise be required to be provided to it under securities legislation; and (iii) the Corporation is relieved from certain obligations that would otherwise apply under securities legislation; and (y) it confirms that neither the Corporation nor any of its directors, officers, employees, representatives, counsel or agents has made any representations (oral or written) to the Subscriber:

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(i) that any person will resell or repurchase the Class B Shares; or (ii) that any person will refund the purchase price of the Class B Shares; or (iii) as to the future price or value of the Class B Shares; and (z) it acknowledges that the Corporation may complete additional financings in the future in order to develop the business of the Corporation and to fund its ongoing development; that there is no assurance that such financings will be available and if available, may be completed on reasonable terms; any such future financings may have a dilutive effect on current shareholders, including the Subscriber; that if such future financings are not available, the Corporation may be unable to fund its ongoing development; and (aa) if required by applicable securities laws, regulations, rules, policies or orders or by any securities commission, stock exchange or other regulatory authority, the Subscriber will execute, deliver, file and otherwise assist the Corporation in filing, such reports, undertakings and other documents with respect to the issue of the Class B Shares, including, without limitation, a Representation Letter in

• ne of the forms attached as Exhibit 1, 2 or 3, as applicable, and any such other reports, undertakings

and other documents as the Corporation may reasonably request; and (bb) it has not been created solely or primarily to use exemptions from the prospectus requirements under applicable securities laws and has a pre-existing purpose other than the use of such exemptions; and (cc) it will not resell the Class B Shares except in accordance with the provisions of applicable securities laws, regulations, rules, policies, orders and stock exchange rules; and (dd) the acquisition of the Class B Shares hereunder by the Subscriber will not result in the Subscriber becoming a “control person”, as defined under applicable securities laws; and (ee) it does not act jointly or in concert with any other subscriber for Class B Shares for the purposes of acquiring the Class B Shares; and (ff) the entering into of this Subscription Agreement and the completion of the transactions contemplated hereby do not and will not result in a violation of any of the terms or provisions of any law applicable to the Subscriber, and if the Subscriber is not a natural person, any of the Subscriber’s constating documents, or any agreement to which the Subscriber is a party or by which it is bound; and (gg) it acknowledges that it has been encouraged to obtain and is responsible for obtaining, independent legal, income tax and investment advice with respect to its subscription for the Class B Shares and the execution, delivery and performance by it of this Subscription Agreement and the transactions contemplated by this Subscription Agreement and accordingly, has had the opportunity to acquire an understanding of the meanings of all terms contained herein relevant to the Subscriber for purposes of giving representations, warranties and covenants under this Subscription Agreement and performing its obligations hereunder; and (hh) it has been independently advised as to or acknowledges that it is aware of the potential tax consequences to the Subscriber with respect to the acquisition, holding and disposition of the Class B Shares, and confirms that no representation has been made to it by or on behalf of the Corporation with respect thereto. For greater certainty, the parties acknowledge and agree that whenever used above in this Section 2 in relation to representations, warranties and covenants, the words “it”, “its” and “Subscriber” include the Subscriber and, if applicable, each beneficial purchaser for whom the Subscriber is contracting.

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Closing 3. The sale of the Class B Shares pursuant to this Subscription Agreement will be completed at the offices of Osler, Hoskin & Harcourt LLP, Suite 2500, 450-1st Street S.W., Calgary, Alberta, the Corporation’s counsel, at 10:00 a.m. (Calgary time) or such other time as the Corporation may determine in its sole discretion (the “Closing Time”) on January 31, 2018 or such other date as the Corporation may determine in its sole discretion (the “Closing Date”), and it being acknowledged and agreed by the Subscriber that the Corporation has had or may have more than one closing in respect of the Offering. 4. The Subscriber agrees to deliver to the Corporation at c/o Box 45036 rpo Brentwood, Calgary AB T2L1Y4 Attention: Timothy McKinnon (Email: invest@cocoliso.ca): (i) this duly completed and executed Subscription Agreement; (ii) if applicable, a fully executed and completed Representation Letter in the form

• f one of Exhibit 1, 2 or 3; (iii) such other reports, undertakings and other documents as the Corporation may

request; and (iv) a certified cheque, bank draft, money order or other form of guaranteed funds payable to “Coco Liso Exploration Corp.” for the Aggregate Subscription Price or payment of the same amount in such

• ther manner as is acceptable to the Corporation. If this Subscription Agreement is rejected in whole or in

part, the Subscriber acknowledges that the unused portion of the subscription amount will be promptly returned to it without interest. 5. The Corporation shall be entitled to rely on delivery of a facsimile, portable document format (“PDF”) copy

• r other electronic copy of this executed Subscription Agreement, and acceptance by the Corporation of such

facsimile or PDF subscription shall be legally effective to create a valid and binding agreement between the Subscriber (and if applicable, each beneficial purchaser for whom the Subscriber is contracting hereunder) and the Corporation in accordance with the terms hereof. In addition, this Subscription Agreement may be executed in counterparts, each of which shall be deemed to be an original and all of which shall constitute

• ne and the same document.

General 6. The Subscriber agrees (on its own behalf and, if applicable, on behalf of each person on whose behalf the Subscriber is contracting) that the representations, warranties and covenants of the Subscriber (and if applicable, each beneficial purchaser for whom the Subscriber is contracting hereunder) herein will be true and correct both as of the execution of this Subscription Agreement and as of the Closing Time and will survive the completion of the issuance of the Class B Shares. The representations, warranties and covenants

• f the Subscriber herein are made with the intent that they be relied upon by the Corporation and its counsel

in determining the eligibility of a purchaser of Class B Shares and the Subscriber agrees to indemnify and hold harmless the Corporation and its affiliates, shareholders, directors, officers, partners, employees and agents (including their respective legal counsel), from and against all losses, claims, costs, expenses and damages or liabilities whatsoever which any of them may suffer or incur which are caused or arise from a breach thereof. The Subscriber undertakes to immediately notify the Corporation c/o Osler, Hoskin & Harcourt LLP, Suite 2500, 450 – 1st Street S.W., Calgary, Alberta, T2P 5H1, Attention: Frank Turner (Fax number: 403-260-7024) of any change in any statement or other information relating to the Subscriber set forth herein which takes place prior to the Closing Time. 7. The Subscriber acknowledges that this Subscription Agreement and the Exhibits, and Appendices attached hereto require the Subscriber to provide certain specified personally identifiable information (“Information”) to the Corporation. Such Information is being collected by the Corporation for the purposes

• f completing the Offering, which includes, without limitation, determining the Subscriber’s eligibility to

purchase the Class B Shares under applicable securities laws, preparing and registering certificates representing the Class B Shares to the Subscriber and completing filings required by any stock exchange or securities regulatory authority. The Subscriber’s (and, if applicable, each person for whom the Subscriber is contracting) Information may be disclosed by the Corporation to: (a) if applicable, stock exchanges or securities regulatory authorities; (b) if applicable, the Corporation’s registrar and transfer agent; and (c) any

• f the other parties involved in the Offering, including legal counsel, and may be included in record books in

connection with the Offering. By executing this Subscription Agreement, the Subscriber (on its own behalf and, if applicable, on behalf of each person for whom it is contracting) is deemed to be consenting to the foregoing collection, use and disclosure of the Subscriber’s Information. The Subscriber also consents to the filing of copies or originals of any of the Subscriber’s documents described in Section 3 hereof as may be

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required to be filed with any stock exchange or securities regulatory authority in connection with the transactions contemplated hereby. 8. If it is a resident of or otherwise subject to applicable securities laws of Ontario or British Columbia and the Corporation is unable to rely on the “private issuer” exemption in NI 45-106, the Subscriber acknowledges (a) that it has been notified by the Corporation: (i) that the Corporation is required to provide the Information pertaining to the Subscriber as required to be disclosed in Schedule I of Form 45-106F1 and Form 45-106F6 to NI 45-106, as applicable, under NI 45-106 (including its name, address, telephone number and the number and value of securities purchased), which Form 45-106F1 and Form 45-106F6, as applicable, is required to be filed by the Corporation under NI 45-106; (ii) that the Information will be delivered to the Ontario Securities Commission (the “OSC”) and the British Columbia Securities Commission (the “BCSC”) in accordance with NI 45-106; (iii) that such Information is being collected indirectly by the OSC and the BCSC under the authority granted to it in securities legislation; (iv) that such Information is being collected for the purposes of the administration and enforcement of the securities legislation of Ontario and British Columbia; (v) that the public official in Ontario who can answer questions about the OSC’s indirect collection of the Information is the Administrative Support Clerk at the OSC, Suite 1903, Box 55, 20 Queen Street West, Toronto, Ontario M5H 3S8, Telephone: (416) 593-3684; and (vi) in British Columbia, questions about the collection and use of this information can be directed to the BCSC, P.O. Box 10142, Pacific Centre, 701 West Georgia Street, Vancouver, British Columbia V7Y 1L2, Telephone: (604) 899-6500 or 1-800-373-6393 (toll free access across Canada), Facsimile: (604) 899-6581; and (b) has authorized the direct collection of the Information by the OSC and the BCSC. 9. The Subscriber represents and warrants that the funds representing the Aggregate Subscription Price which will be advanced by the Subscriber to the Corporation will not represent proceeds of crime for the purposes

• f the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (the “PCMLA”) or the

Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (the “PATRIOT Act”) and the Subscriber acknowledges that the Corporation may in the future be required by law to disclose the Subscriber’s name and other information relating to this Subscription Agreement and the Subscriber’s subscription hereunder, on a confidential basis, pursuant to the PCMLA or the PATRIOT Act. To the best of its knowledge (a) none of the subscription funds to be provided by the Subscriber (i) have been or will be derived from or related to any activity that is deemed criminal under the laws of Canada, the United States of America, or any other jurisdiction, or (ii) are being tendered on behalf

• f a person or entity who has not been identified to the Subscriber, and (b) it shall promptly notify the

Corporation if the Subscriber discovers that any of such representations ceases to be true, and to provide the Corporation with appropriate information in connection therewith. 10. The obligations of the parties hereunder are subject to receipt of all regulatory approvals, if any, required in connection with the Offering. 11. The Subscriber (for itself and, if applicable, on behalf of the beneficial purchaser(s) for whom it is contracting hereunder) acknowledges and agrees that all costs incurred by the Subscriber (and if applicable, each beneficial purchaser for whom the Subscriber is contracting hereunder) (including any fees and disbursements of any special counsel retained by the Subscriber) relating to the sale of the Class B Shares to the Subscriber shall be borne by the Subscriber (or if applicable, by such beneficial purchaser). 12. The contract arising out of this Subscription Agreement and all documents relating thereto shall be governed by and construed in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein. The parties irrevocably attorn to the exclusive jurisdiction of the courts of the Province of Alberta. 13. Time shall be of the essence hereof. 14. This Subscription Agreement represents the entire agreement of the parties hereto relating to the subject matter hereof and there are no representations, warranties covenants or other agreements relating to the subject matter hereof except as stated or referred to herein. 15. The terms and provisions of this Subscription Agreement shall be binding upon and enure to the benefit of the Subscriber and the Corporation and their respective heirs, executors, administrators, successors and

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LEGAL_CAL:11222971.2

assigns; provided that, except for the assignment by a Subscriber who is acting as nominee or agent for the beneficial owner and as otherwise herein provided, this Subscription Agreement shall not be assignable by any party without prior written consent of the other party. 16. The Subscriber, on its own behalf and, if applicable, on behalf of others for whom it is contracting hreunder, agrees that this subscription is made for valuable consideration and may not be withdrawn, cancelled, terminated or revoked by the Subscriber, on its own behalf and, if applicable, on behalf of others for whom it is contracting hereunder. 17. Neither this Subscription Agreement nor any provision hereof shall be modified, changed, discharged or terminated except by an instrument in writing signed by the party against whom any waiver, change, discharge or termination is sought. 18. The invalidity, illegality or unenforceability of any provision of this Subscription Agreement shall not affect the validity, legality or enforceability of any other provision hereof. 19. The headings used in this Subscription Agreement have been inserted for convenience of reference only and shall not affect the meaning or interpretation of this Subscription Agreement or any provision hereof. 20. The covenants, representations and warranties contained herein shall survive the closing of the transactions contemplated hereby. 21. In this Subscription Agreement (including the Schedules, Exhibits and Appendices) all references to dollar amounts are to Canadian dollars. [The remainder of this page is intentionally left blank.]

LEGAL_CAL:11222971.2

SCHEDULE A

Coco Coco Li Liso Explora so Exploration tion Cor Corp. p.

TERM SHEET DATED December 20, 2018 THE OFFERING Issuer: Coco Liso Exploration Corp. (the “Corporation”), a corporation existing under the laws of Alberta. Securities Offered: Class B non-voting common shares in the capital of the Corporation (the “Class B Shares”). Price per Class B Share: $1.00 per Class B Share. Minimum Subscription: Minimum subscription of $25,000 for 25,000 Class B Shares and increments of $10,000 for additional Class B Shares thereafter, except at the discretion of the Board of Directors of the Corporation. Offering: Unbrokered private placement of Class B Shares. Offering Size: Up to 3,000,000 Class B Shares for gross proceeds of $3,000,000.00. There is no minimum offering, consequently, you may be the only Investor. Payment Terms: Certified cheque, bank draft, money order or other form of guaranteed funds payable to “Coco Liso Exploration Corp.” on

• r before the Closing Date.

Closing Date(s): The initial closing will occur on or about January 31, 2018. There may be subsequent closings after the initial closing, as determined by the Board of Directors of the Corporation if the maximum Offering is not achieved in the first closing. Use of Proceeds: The proceeds from the Offering will be used to purchase 50.0% of the equity of Coco Liso Exploration Corp and COCO LISO S.A. (“CL Ecuador”), general and administrative costs and the cost

• f this Offering. A portion of the proceeds may be loaned to the

corporation to fund the development and production of precious and base metals from its current property located in the Northwestern Ecuador, and such other properties and interests as

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may be acquired by Coco Liso or the resulting business combination in the future. Offering Jurisdictions: The Class B Shares will be offered for sale in the Provinces of Alberta, Ontario, British Columbia, Saskatchewan and Manitoba and in such other jurisdictions determined by the Corporation’s Board of Directors. Private Placement: The Offering will be made on a private placement basis in reliance on the National Instrument 45-106 – Prospectus and Registration Exemptions (“NI 45-106”). The Class B Shares will be offered to “accredited investors” (as defined in NI 45- 106), directors and officers of the Corporation and their family, friends and business associates, and employees of the Corporation. The Class B Shares will not be listed and posted for trading on any stock exchange or other recognized quotation system and there will not be any public market for the Class B Shares. The Class B Shares are subject to hold periods and resale restrictions imposed under applicable securities laws. The Corporation is not a reporting issuer and the Corporation has no present intention of becoming a reporting issuer. Therefore the hold period may never expire. Subscription Agreement: Each Investor is required to execute a subscription agreement in the form approved by the Board of Directors of the Corporation. Subscriptions will be subject to acceptance or rejection by the Board of Directors of the Corporation in its sole discretion. Capitalization: The Corporation is authorized to issue an unlimited number of Class A common shares (the “Class A Shares”), Class B Shares and preferred shares, issuable in series. As of the date hereof, there are five Class A Shares issued and outstanding to the founder of the Corporation, 3,000,000 Class B Shares issued and no preferred shares issued and outstanding. The Corporation does not currently intend to issue any further Class A Shares. Terms of Class B Shares: The Class B Shares are non-voting, except as required by applicable law. Holders of Class B Shares are entitled to receive dividends in priority to the holders of the Class A Shares. The Class B Shares participate rateably with the Class A Shares in the liquidation, winding-up or dissolution of the Corporation. Terms of Class A Shares: Each Class A Share is entitled to one vote per share. No dividends will be paid on the Class A Shares while any Class B Shares are outstanding. The Class A Shares participate rateably

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LEGAL_CAL:11222971.2

with the Class B Shares in the liquidation, winding up or dissolution of the Corporation. Management Offering: Concurrent with the Offering, directors, officers, employees and consultants of the Corporation are being offered up to 500,000 Class B Shares at a price of $500,000 per Class B Share. Dividend Policy: It is the intention of the Corporation to pay annual dividends on the outstanding Class B Shares from funds legally available for such purpose in such amounts as is determined by the Board of

• Directors. The Board of Directors of the Corporation may

change the dividend policy from time to time in light of CL Ecuador’s income and capital needs and other factors, including the Corporation’s consolidated financial position. Directors: The Board of Directors of the Corporation will be comprised of the following persons: Douglas McKinnon; and Terry Whitman John Redfern Timothy McKinnon Counsel: Osler, Hoskin & Harcourt LLP is acting as counsel to the Corporation.

LEGAL_CAL:11222971.2 LEGAL_CAL:11222971.2

EXHIBIT 1 REPRESENTATION LETTER (FOR ACCREDITED INVESTORS) TO: Coco Liso Exploration Corp. (the “Corporation”) In connection with the purchase of class B non-voting common shares of the Corporation (“Class B Shares”) by the undersigned subscriber, or, if applicable, the beneficial purchaser on whose behalf the undersigned is purchasing as agent (the “Subscriber” for the purposes of this Exhibit 1), the Subscriber hereby represents, warrants, covenants and certifies to the Corporation that: 1. The Subscriber is resident in a Province of Canada or is otherwise subject to applicable securities laws of a Province of Canada; 2. The Subscriber is purchasing the Class B Shares as principal for its own account or complies with the provisions of paragraph 2(g) of the Subscription Agreement; 3. The Subscriber is (and will be at the Closing Time (as defined in this Subscription Agreement) an “accredited investor” within the meaning of National Instrument 45-106 entitled “Prospectus and Registration Exemptions” (“NI 45-106”) by virtue of satisfying the indicated criterion as set out in Appendix “A” to this Representation Letter; 4. The Subscriber was not created or used solely to purchase or hold securities as an accredited investor as described in paragraph (m) of the definition of accredited investor in NI 45-106; and 5. Upon execution of this Exhibit 1 by the Subscriber, this Exhibit 1 shall be incorporated into and form a part

• f the Subscription Agreement.

Dated: ____________________, 201 Print name of Subscriber By:___________________________________________________ Signature Print name of Signatory (if different from Subscriber) Title IMPORTANT: PLEASE INITIAL THE APPLICABLE PROVISION IN APPENDIX “A” ON THE NEXT PAGES

LEGAL_CAL:11222971.2

APPENDIX “A” TO EXHIBIT 1 NOTE: THE INVESTOR MUST INITIAL BESIDE THE APPLICABLE PORTION OF THE DEFINITION BELOW. Accredited Investor - (defined in National Instrument 45-106) means: _______ (a) a Canadian financial institution, or a Schedule III bank; or _______ (b) the Business Development Bank of Canada incorporated under the Business Development Bank

• f Canada Act (Canada); or

_______ (c) 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 directors of that subsidiary; or _______ (d) a person registered under the securities legislation of a jurisdiction of Canada as an adviser or dealer, other than a person registered solely as a limited market dealer under one or both of the Securities Act (Ontario) or the Securities Act (Newfoundland and Labrador); or _______ (e) an individual registered or formerly registered under the securities legislation of a jurisdiction

• f Canada as a representative of a person referred to in paragraph (d); or

_______ (f) the Government of Canada or a jurisdiction of Canada, or any crown corporation, agency or wholly-owned entity of the Government of Canada or a jurisdiction of Canada; or _______ (g) a municipality, public board or commission in Canada and a metropolitan community, school board, the Comité de gestion de la taxe scolaire de l’île de Montréal or an intermunicipal management board in Québec; or _______ (h) any national, federal, state, provincial, territorial or municipal government of or in any foreign jurisdiction, or any agency of that government; or _______ (i) a pension fund that is regulated by either the Office of the Superintendent of Financial Institutions (Canada) a pension commission or similar regulatory authority of a jurisdiction of Canada; or _______ (j) an individual who, either alone or with a spouse, beneficially owns financial assets having an aggregate realizable value that before taxes, but net of any related liabilities, exceeds $1,000,000; or _______ (k) an individual whose net income before taxes exceeded $200,000 in each of the two most recent calendar years or whose net income before taxes combined with that of a spouse exceeded $300,000 in each of the two most recent calendar years and who, in either case, reasonably expects to exceed that net income level in the current calendar year; or (Note: if individual accredited investors wish to purchase through wholly-owned holding companies or similar entities, such purchasing entities must qualify under section (t) below, which must be initialled.) _______ (l) an individual who, either alone or with a spouse, has net assets of at least $5,000,000; or

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_______ (m) a person, other than an individual or investment fund, that has net assets of at least $5,000,000 as shown on its most recently prepared financial statements; or _______ (n) an investment fund that distributes or has distributed its securities only to (i) a person that is or was an accredited investor at the time of the distribution, (ii) a person that acquires or acquired securities in the circumstances referred to in sections 2.10 or 2.19 of National Instrument 45-106, or (iii) a person described in paragraph (i) or (ii) that acquires or acquired securities under section 2.18 of National Instrument 45-106; or _______ (o) an investment fund that distributes or has distributed securities under a prospectus in a jurisdiction of Canada for which the regulator or, in Quebec, the securities regulatory authority, has issued a receipt; or _______ (p) a trust company or trust corporation registered or authorized to carry on business under the Trust and Loan Companies Act (Canada) or under comparable legislation in a jurisdiction of Canada or a foreign jurisdiction, acting on behalf of a fully managed account managed by the trust company or trust corporation, as the case may be; or _______ (q) a person acting on behalf of a fully managed account managed by that person, if that person (i) is registered or authorized to carry on business as an adviser or the equivalent under the securities legislation of a jurisdiction of Canada or a foreign jurisdiction, and (ii) in Ontario, is purchasing a security that is not a security of an investment fund; or _______ (r) a registered charity under the Income Tax Act (Canada) that, in regard to the trade, has obtained advice from an eligibility adviser or an adviser registered under the securities legislation of the jurisdiction of the registered charity to give advice on the securities being traded; or _______ (s) an entity organized in a foreign jurisdiction that is analogous to any of the entities referred to in paragraphs (a) to (d) or paragraph (i) in form and function; or _______ (t) a person in respect of which all of the owners of interests, direct, indirect or beneficial, except the voting securities required by law to be owned by directors, are persons that are accredited investors (as defined in National Instrument 45-106); or _______ (u) an investment fund that is advised by a person registered as an adviser or a person that is exempt from registration as an adviser; or _______ (v) a person that is recognized or designated by the securities regulatory authority or, except in Ontario and Quebec, the regulator as an accredited investor. For the purposes hereof: (a) “Canadian financial institution” means (i) 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, or

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(ii) a bank, loan corporation, trust company, trust corporation, insurance company, treasury branch, credit union, caisse populaire, financial services cooperative, 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 of Canada; (b) “control person” has the same meaning as in securities legislation except in Manitoba, Newfoundland and Labrador, Northwest Territories, Nova Scotia, Nunavut, Ontario, Prince Edward Island and Quebec where control person means any person that holds or is one of a combination of persons that holds (i) a sufficient number of any of the securities of an issuer so as to affect materially the control

• f the issuer, or

(ii) more than 20% of the outstanding voting securities of an issuer except where there is evidence showing that the holding of those securities does not affect materially the control

• f the issuer;

(c) “director” means: (i) a member of the board of directors of a company or an individual who performs similar functions for a company, and (ii) with respect to a person that is not a company, an individual who performs functions similar to those of a director of a company; (d) “eligibility adviser” means (i) a person that is registered as an investment dealer and authorized to give advice with respect to the type of security being distributed, and (ii) in Saskatchewan or Manitoba, also means a lawyer who is a practicing member in good standing with a law society of a jurisdiction of Canada or a public accountant who is a member in good standing of an institute or association of chartered accountants, certified general accountants or certified management accountants in a jurisdiction of Canada provided that the lawyer or public accountant must not (A) have a professional, business or personal relationship with the issuer, or any of its directors, executive officers, founders, or control persons, and (B) have acted for or been retained personally or otherwise as an employee, executive

• fficer, director, associate or partner of a person that has acted for or been retained

by the issuer or any of its directors, executive officers, founders or control persons within the previous 12 months; (e) “executive officer” means, for an issuer, an individual who is (i) a chair, vice-chair or president, (ii) a vice-president in charge of a principal business unit, division or function including sales, finance or production, or (iii) performing a policy-making function in respect of the issuer; (f) “financial assets” means

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(i) cash, (ii) securities, or (iii) a contract of insurance, a deposit or an evidence of a deposit that is not a security for the purposes of securities legislation; (g) “foreign jurisdiction” means a country other than Canada or a political subdivision of a country

• ther than Canada;

(h) “founder” means, in respect of an issuer, a person who, (i) acting alone, in conjunction, or in concert with one or more persons, directly or indirectly, takes the initiative in founding, organizing or substantially reorganizing the business of the issuer, and (ii) at the time of the distribution or trade is actively involved in the business of the issuer; (i) “fully managed account” means an account of a client for which a person makes the investment decisions if that person has full discretion to trade in securities for the account without requiring the client’s express consent to a transaction; (j) “investment fund” has the same meaning as in National Instrument 81-106 Investment Fund Continuous Disclosure; (k) “jurisdiction” means a province or territory of Canada except when used in the term foreign jurisdiction; (l) “local jurisdiction” means the jurisdiction in which the Canadian securities regulatory authority is situate; (m) “non-redeemable investment fund” has the same meaning as in National Instrument 81-106 Investment Fund Continuous Disclosure; (n) “person” includes (i) an individual, (ii) a corporation, (iii) a partnership, trust, fund and an association, syndicate, organization or other organized group of persons, whether incorporated or not, and (iv) an individual or other person in that person’s capacity as a trustee, executor, administrator

• r personal or other legal representative;

(o) “regulator” means, for the local jurisdiction, the person referred to in Appendix D of National Instrument 14-101 - Definitions, opposite the name of the local jurisdiction; (p) “related liabilities” means (i) liabilities incurred or assumed for the purpose of financing the acquisition or ownership of financial assets, or (ii) liabilities that are secured by financial assets;

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(q) “Schedule III bank” means an authorized foreign bank named in Schedule III of the Bank Act (Canada); (r) “spouse” means, an individual who, (i) is married to another individual and is not living separate and apart within the meaning of the Divorce Act (Canada), from the other individual, (ii) is living with another individual in a marriage-like relationship, including a marriage-like relationship between individuals of the same gender, or (iii) in Alberta, is an individual referred to in paragraph (i) or (ii) above, or is an adult interdependent partner within the meaning of the Adult Interdependent Relationships Act (Alberta); and (s) “subsidiary” means an issuer that is controlled directly or indirectly by another issuer and includes a subsidiary of that subsidiary. Affiliate The Corporation is an affiliate of another issuer if: (a)

• ne of them is a subsidiary of the other, or

(b) each of them is controlled by the same person. Control A person (first person) is considered to control another (second person) if: (a) the first person beneficially owns, directly or indirectly, or exercises control or direction over securities of the second person carrying votes which, if exercised, would entitle the first person to elect a majority of the directors of the second person, unless that first person holds the voting securities only to secure an obligation, (b) the second person is a partnership, other than a limited partnership, and the first person holds more than 50% of the interest of the partnership, or (c) the second person is a limited partnership and the general partner of the limited partnership is the first person. All monetary references are in Canadian Dollars.

LEGAL_CAL:11222971.2

EXHIBIT 2 REPRESENTATION LETTER FOR FAMILY, FRIENDS AND BUSINESS ASSOCIATES (SASKATCHEWAN ONLY) TO: Coco Liso Exploration Corp. (the “Corporation”) In connection with the purchase of class B non-voting common shares (“Class B Shares”) of the Corporation by the undersigned subscriber or, if applicable, the beneficial purchaser on whose behalf the undersigned is purchasing as agent (the “Subscriber” for the purposes of this Exhibit 2), the Subscriber hereby represents, warrants, covenants and certifies to the Corporation that: 1. The Subscriber is resident in Saskatchewan or is otherwise subject to applicable securities laws of Saskatchewan; 2. The Subscriber is purchasing the Class B Shares as principal for its own account or complies with the provisions of paragraph 2(g) of the Subscription Agreement; 3. The Subscriber is one of the following (initial the applicable one) _______ (a) a director, executive officer or control person of the Corporation, or of an affiliate of the Corporation; _______ (b) a spouse, parent, grandparent, brother, sister, child or grandchild of a director, executive officer

• r control person of the Corporation, or of an affiliate of the Corporation;

_______ (c) a parent, grandparent, brother, sister, child or grandchild of the spouse of a director, executive

• fficer or control person of the Corporation, or of an affiliate of the Corporation;

_______ (d) a close personal friend of a director, executive officer or control person of the Corporation, or

• f an affiliate of the Corporation;

_______ (e) a close business associate of a director, executive officer or control person of the Corporation,

• r of an affiliate of the Corporation;

_______ (f) a founder of the Corporation or a spouse, parent, grandparent, brother, sister, child, grandchild, close personal friend or close business associate of a founder of the Corporation; _______ (g) a parent, grandparent, brother, sister, child or grandchild of the spouse of a founder of the Corporation; _______ (h) a person of which a majority of the voting securities are beneficially owned by, or a majority

• f the directors are, persons described in subparagraphs (a) through (g) above; or

_______ (i) a trust or estate of which all of the beneficiaries or a majority of the trustees or executors are persons or companies described subparagraphs (a) through (g) above; and in the case of each of (d), (e), (h), and (i) above and either a “close personal friend” or “close business associate” in (f) above, the Subscriber has also completed two (2) originals of Form 45-106F5 attached hereto as Appendix “A”; and

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4. Upon execution of this Exhibit 2 by the Subscriber, this Exhibit 2 shall be incorporated into and form a part

• f the Subscription Agreement.

Dated: ___________________, 201 Print name of Subscriber By: _____________________________________________________ Signature Print name of Signatory (if different from Subscriber) Title For the purposes hereof: (a) “close business associate” of a director, executive officer, founder or control person of the Corporation means an individual who has had sufficient prior business dealings with a director, executive officer, founder or control person of the issuer to be in a position to assess their capabilities and trustworthiness. Note that an individual is not a close business associate solely because the individual is a member of the same organization, association or religious group or a client, customer, former client or former customer of the Corporation; (b) “close personal friend” of a director, executive officer, founder or control person of the Corporation means an individual who directly knows the director, executive officer, founder or control person well enough and has known them for a sufficient period of time to be in a position to assess their capabilities and trustworthiness. Note that an individual is not a close personal friend solely because the individual is a relative, a member of the same organization, association or religious group, or a client, customer, former client or former customer; (c) “director” means: (i) a member of the board of directors of a company or an individual who performs similar functions for a company, and (ii) with respect to a person that is not a company, an individual who performs functions similar to those of a director of a company; (d) “executive officer” means, for an issuer, an individual who is: (i) a chair, vice chair or president, (ii) a vice president in charge of a principal business unit, division or function including sales, finance or production, or (iii) performing a policy making function in respect of the issuer;

• 3 -

LEGAL_CAL:11222971.2

(e) “founder” means, in respect of an issuer, a person who: (i) acting alone, in conjunction, or in concert with one or more persons, directly or indirectly, takes the initiative in founding, organizing or substantially reorganizing the business of the issuer, and (ii) at the time of the distribution or trade is actively involved in the business of the issuer; (f) “person” includes: (i) an individual, (ii) a corporation, (iii) a partnership, trust, fund and an association, syndicate, organization or other organized group of persons, whether incorporated or not, and (iv) an individual or other person in that person’s capacity as a trustee, executor, administrator

• r personal or other legal representative;

(g) “spouse” means, an individual who: (i) is married to another individual and is not living separate and apart within the meaning of the Divorce Act (Canada), from the other individual, (ii) is living with another individual in a marriage like relationship, including a marriage like relationship between individuals of the same gender, or (iii) in Alberta, is an individual referred to in paragraph (a) or (b), or is an adult interdependent partner within the meaning of the Adult Interdependent Relationships Act (Alberta). Affiliate The Corporation is an affiliate of another issuer if: (a)

• ne of them is a subsidiary of the other, or

(b) each of them is controlled by the same person. Control A person (first person) is considered to control another (second person) if: (a) the first person, directly or indirectly, beneficially owns or exercises control or direction over securities of the second person carrying votes which, if exercised, would entitle the first person to elect a majority of the directors of the second person, unless that first person holds the voting securities only to secure an obligation, (b) the second person is a partnership, other than a limited partnership, and the first person holds more than 50% of the interest of the partnership, or (c) the second person is a limited partnership and the general partner of the limited partnership is the first person.

LEGAL_CAL:11222971.2

APPENDIX “A” TO EXHIBIT 2 FORM 45-106F5 Risk Acknowledgement Saskatchewan Close Personal Friends and Close Business Associates I acknowledge that this is a risky investment:

• I am investing entirely at my own risk
• No securities regulatory authority has evaluated or endorsed the merits of these

securities.

• The person selling me these securities is not registered with a securities

regulatory authority or regulator and has no duty to tell me whether this investment is suitable for me.

• I will not be able to sell these securities except in very limited circumstances. I

may never be able to sell these securities.

• I could lose all the money I invest.
• I do not have a 2-day right to cancel my purchase of these securities or the

statutory rights of action for misrepresentation I would have if I were purchasing the securities under a prospectus. I do have a 2-day right to cancel my purchase

• f these securities if I receive an amended offering document.

I am investing $____________ [total consideration] in total; this includes any amount I am

• bliged to pay in future.

I am a close personal friend or close business associate of _____________________ [state name], who is a _______________________ [state title – founder, director, executive

• fficer or control person] of _________________________ [state name of issuer or its

affiliate – if an affiliate state “an affiliate of the issuer” and give the issuer’s name]. I acknowledge that I am purchasing based

• n

my close relationship with_____________________ [state name of founder, director, executive officer or control person] whom I know well enough and for a sufficient period of time to be able to assess her/his capabilities and trustworthiness. I acknowledge that this is a risky investment and that I could lose all the money I invest. __________________________, 201 Date ___________________________________ Signature of Purchaser ___________________________________ Print name of Purchaser

Warning

• 2 -

LEGAL_CAL:11222971.2

Sign 2 copies of this document. Keep one copy for your records You are buying Exempt Market Securities They are called exempt market securities because two parts of securities law do not apply to them. If an issuer wants to sell exempt market securities to you:

• the issuer does not have to give you a prospectus (a document that describes the investment in detail and

gives you some legal protections), and

• 3 -

LEGAL_CAL:11222971.2

• the securities do not have to be sold by an investment dealer registered with a securities regulatory

authority. There are restrictions on your ability to resell exempt market securities. Exempt market securities are more risky than

• ther securities.

You may not receive any written information about the issuer or its business If you have any questions about the issuer or its business, ask for written clarification before you purchase the

• securities. You should consult your own professional advisers before investing in the securities.

You will not receive advice Unless you consult with your own professional advisors, you will not get professional advice about whether the investment is suitable for you. The issuer of your securities is a non-reporting issuer A non-reporting issuer does not have to publish financial information or notify the public of changes in its business. You may not receive ongoing information about this issuer. You can only sell the securities of a non-reporting issuer in very limited circumstances. You may never be able to sell these securities. The securities you are buying are not listed The securities you are buying are not listed on any stock exchange, and they may never be listed. There may be no market for these securities. You may never be able to sell these securities. For more information on the exempt market, refer to the Saskatchewan Financial Services Commission’s website at http://www.sfsc.gov.sk.ca. [Instruction: The purchaser must sign 2 copies of this form. The purchaser and the issuer must each receive a signed copy.]

LEGAL_CAL:11222971.2 LEGAL_CAL:11222971.2

EXHIBIT 3 REPRESENTATION LETTER FOR FOUNDER, CONTROL PERSON AND FAMILY (ONTARIO ONLY) TO: Coco Liso Exploration Corp. (the “Corporation”) In connection with the purchase of class B non-voting common shares (“Class B Shares”) of the Corporation by the undersigned subscriber or, if applicable, the beneficial purchaser on whose behalf the undersigned is purchasing as agent (the “Subscriber” for the purposes of this Exhibit 3), the Subscriber hereby represents, warrants, covenants and certifies to the Corporation that: 1. The Subscriber is resident in a Ontario or is otherwise subject to applicable securities laws of Ontario; 2. The Subscriber is purchasing the Class B Shares as principal for its own account or complies with the provisions of paragraph 2(g) of the Subscription Agreement; 3. The Subscriber is one of the following (initial the applicable one): ____ (a) a founder of the Corporation; _____ (b) an affiliate of a founder of the Corporation; _____ (c) a spouse, parent, brother, sister, grandparent, grandchild or child of an executive officer, director or founder of the Corporation; or _____ (d) a person that is a control person of the Corporation. 4. Upon execution of this Exhibit 3 by the Subscriber, this Exhibit 3 shall be incorporated into and form a part of the Subscription Agreement. Dated: ______________________________, 201 Print name of Subscriber By: Signature Print name of Signatory (if different from Subscriber) Title

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LEGAL_CAL:11222971.2 LEGAL_CAL:11222971.2

For the purposes hereof: (a) “director” means: (i) a member of the board of directors of a company or an individual who performs similar functions for a company, and (ii) with respect to a person that is not a company, an individual who performs functions similar to those

• f a director of a company;

(b) “executive officer” means, for an issuer, an individual who is: (i) a chair, vice chair or president, (ii) a vice president in charge of a principal business unit, division or function including sales, finance

• r production, or

(iii) performing a policy making function in respect of the issuer; (c) “founder” means, in respect of an issuer, a person who: (i) acting alone, in conjunction, or in concert with one or more persons, directly or indirectly, takes the initiative in founding, organizing or substantially reorganizing the business of the issuer, and (ii) at the time of the distribution or trade is actively involved in the business of the issuer; (d) “person” includes: (i) an individual, (ii) a corporation, (iii) a partnership, trust, fund and an association, syndicate, organization or other organized group of persons, whether incorporated or not, and (iv) an individual or other person in that person’s capacity as a trustee, executor, administrator or personal or other legal representative; (e) “spouse” means, an individual who: (i) is married to another individual and is not living separate and apart within the meaning of the Divorce Act (Canada), from the other individual, (ii) is living with another individual in a marriage like relationship, including a marriage like relationship between individuals of the same gender, or (iii) in Alberta, is an individual referred to in paragraph (i) or (ii), or is an adult interdependent partner within the meaning of the Adult Interdependent Relationships Act (Alberta). Affiliate The Corporation is an affiliate of another issuer if: (a)

• ne of them is a subsidiary of the other, or

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LEGAL_CAL:11222971.2 LEGAL_CAL:11222971.2

(b) each of them is controlled by the same person. Control A person (first person) is considered to control another (second person) if: (a) the first person, directly or indirectly, beneficially owns or exercises control or direction

• ver securities of the second person carrying votes which, if exercised, would entitle the

first person to elect a majority of the directors of the second person, unless that first person holds the voting securities only to secure an obligation, (b) the second person is a partnership, other than a limited partnership, and the first person holds more than 50% of the interest of the partnership, or (c) the second person is a limited partnership and the general partner of the limited partnership is the first person.