#1cliilb SUPPORTING CANADIANS' CREDIT JOURNEY#2CLIMB 2 Disclaimer. GENERAL The information contained in this presentation has been prepared by Climb Credit Inc. ("Climb Credit") in connection with the offer and sale of securities of Climb Credit on a private placement basis. This presentation contains information pertaining to the business, operations and assets of Climb Credit. The information contained in this presentation (a) is provided as at the date hereof and is subject to change without notice, (b) does not purport to contain all the information that may be necessary or desirable to fully and accurately evaluate an investment in Climb Credit, and (c) is not to be considered as a recommendation by Climb Credit to purchase any securities offered in connection with this presentation. An investment in such securities is speculative and involves a number of risks that should be considered by a prospective investor. All information and data provided in this presentation is strictly private and confidential. No person is authorized to copy or re-distribute any materials in this presentation without the express permission of Climb Credit. This presentation constitutes an "offering memorandum" under applicable securities laws (including pursuant to the Securities Act (Ontario) and OSC Rule 45-501 Ontario Prospectus and Registration Exemptions). See "Statutory Rights of Rescission - Ontario Investors" at the end of this presentation for further information. Prospective investors should be aware that the purchase of the securities may have tax consequences both in Canada and the United States. Each prospective investor should consult its own tax advisor concerning the investment described herein. MARKET AND INDUSTRY DATA This presentation includes market and industry data that has been obtained from third-party sources, including industry publications. Climb Credit believes that the industry data is accurate and that its estimates and assumptions are reasonable, but there is no assurance as to the accuracy or completeness of this data. Third party sources generally state that the information contained therein has been obtained from sources believed to be reliable, but there is no assurance as to the accuracy or completeness of included information. Although the data is believed to be reliable, Climb Credit has not independently verified any of the data from third-party sources referred to in this presentation or ascertained the underlying economic assumptions relied upon by such sources. FORWARD-LOOKING STATEMENTS This presentation contains forward-looking statements that relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our, or our industry's, actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed, implied or inferred by these forward-looking statements. Such risks and uncertainties include, but are not limited to, its ability to conduct a private placement on the basis of a $5,000,000 and on a $15,000,000 prior to its planned initial public offering, its ability to raise up to $3,000,000 now and $5,000,000 in its initial public offering, the ability of Climb Credit to earn excellent returns for its shareholders, that consumer proposals will rapidly increase in the near term, that it will experience rapid growth and healthy profitability from the services it offers, that investors are increasingly targeting companies offering credit monitoring or rehabilitation services, costs of compliance with and the risk of liability being imposed under the laws in which Climb Credit operates under including consumer credit and protection regulations, negative changes in the political environment or in the regulation of Climb Credit's business in Canada; negative shifts in public opinion and perception of the consumer credit and protection regulations; risk of shortages of or price increases in key inputs, suppliers and skilled labor; loss of intellectual property rights or protections; cybersecurity risks; constraints on marketing products; fraudulent activity by employees, contractors and consultants; tax and insurance related risks and risk of litigation. These factors should be considered carefully and readers are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements are based upon management's beliefs and assumptions and are made as of the date of this presentation. In light of the significant uncertainties inherent to the forward-looking statements included in this presentation, the inclusion of such information should not be regarded as a representation or warranty by us or any other person that our objectives and plans will be achieved in any specified time frame, if at all. You should not place undue reliance on these forward-looking statements. Except to the extent required by applicable laws or rules, we undertake no obligation to update or revise any forward-looking statements included in this presentation.#3CLIMB 3 COVID 19 A financial catastrophe across Canada. Even prior to the pandemic consumer insolvency was growing rapidly. Sadly, this crisis will dramatically accelerate this growth, wreaking financial havoc on hundreds of thousands of Canadians. Climb is proud to be here for them. MACLEAN'S Subscribe "Many are predicting a 'K-shaped recovery,' whereby those at the top prosper while the working-class Canadians head deeper into debt." "Households earning less than $40,000 a year are the most likely (67%, +4) to find themselves $200 or less away from insolvency, which includes four in ten (38%, +6) who already are.." ECONOMY COVID-19 has created a debt crisis for Canadian households From debt consolidation to consumer proposals here are options to consider By Bryan Borzykowski May 8, 2020 VISA VISA MasterCard MNP CONSUMER DEBT INDEX - OCT 2020 (Lars Hagberg/CP) VISA VISA With about 10 million people receiving Canada Emergency#4CLIMB 4 Climb Credit Inc Financial consultant in Mississauga, Ontario UPDATES SERVICES REVIEWS ABOUT Arman Nik 8 reviews 2 weeks ago Climb helped me to not only get rid of my bad debt that was stuck with me for 5-6 years, but also it boosted my credit score to a record high. Their consultants are extremely professional and have excellent knowledge of the industry and can guide you however it fits to your budget to fix your debt/credit issue. Simply the best customer experience I've ever had. My score went up 60-70 points in 3 months. Let that sink in. I've worked with other agencies as well (refresh, canadadebtfree, etc) and they all want you to sign up with them and leave you hanging when you do so. Climb is the exact opposite. They walk you through the whole thing and won't stop helping you until you get the results you want. 11/10 would definitely recommend this to anyone 凸 Corneljohn Bradshaw 1 review Climb is here to support Canada's recovery. We've become known as the ethical and trusted credit-rebuilding partner for firms representing 30% of consumer proposals in Canada and are in discussions with firms representing an additional 40% - including blue-chip accounting firms. BBB A+ Rating We have already seen an increase in business and expect a tidal wave of insolvency in coming months, which will drive our business and allow us to help the needy get back on their feet quickly.#5CLIMB 5 Credit: Lifeblood of society. Consumers buy almost everything on credit Like companies, consumers have credit scores, set by bureaus such as Equifax and TransUnion, that determine their access to debt Canadians are finding their scores falling and their access to debt restricted or eliminated, and this is about to get far worse Climb Credit is in the business of helping consumers rebuild and manage their scores and improve their lives In cri cmd # VISA#6CLIMB 6 Household liabilities* % of GDP 140 120 100 Bars are 2019 Q2 High riskPosted on WSJ: The Daily Shot Medium risk 01-Oct-2019 Low risk@SoberLook 2008 Q2 80 50 60 20 0 6420 40 AUS NLD CAN GBR PRT Canadian consumers: champions of debt. Canadian household debt to GDP is High Risk, where it exceeds GDP. More than a third of Canadians are now unable to cover their monthly bills while keeping up with debt repayment. Source: Oxford Economics *These figures use domestic definitions of household debt levels so are subject to minor adjustments in definition - see link in text on Canada for more "The results highlight just how financially vulnerable Canadians are. Even small interest rate increases result in financial strain".#7CLIMB 7 The impending debt implosion. Equifax and Transunion both expect insolvencies to spike The money available to the average household after bill and debt payments is plummeting 180 Household credit market debt to household disposable income 175 170 165 Consumers are extremely vulnerable to even small interest rate hikes 160 Half of Canadians expect to get deeper into debt to cover bills The result may be a dangerous debt trap that will be impossible for some to ever get out of 155 First quarter 2013 Third quarter 2013 First quarter 2014 Third quarter 2014 First quarter 2015 Third quarter 2015 First quarter 2016 Third quarter 2016 First quarter 2017 Third quarter 2017 First quarter 2018 Third quarter 2018 First quarter 2019 Third quarter 2019 Source 1: https://www150.statcan.gc.ca/n1/daily-quotidien/200313/cg-a003-eng.htm Source 2: 2017 nationwide poll conducted by Ipsos on behalf of accounting firm MNP#8CLIMB 8 Ticking time bomb. Nearly two in five (Canadians) say their personal finances deteriorated during the first wave. BDO AFFORDABILITY INDEX, OCT 13, 2020 Half of Canadians now say they're $200 or less from insolvency at month end IPSOS SURVEY ON BEHALF OF MNP, OCT 13, 2020 Riskier consumer-backed debt is cropping up in Canada BLOOMBERG NEWS, APRIL 4, 2019 Economic recovery from the pandemic could be challenging BANK OF CANADA, JUNE 2020#9CLIMB 9 The result of excessive debt: insolvency. Consumers are declared insolvent when they can't pay their debts Menu Search Bloomberg Sign In Subscribe There are two forms of insolvency, bankruptcy and consumer proposal Proposals are the preferred route, as the damage to the consumer is far less than in a bankruptcy In a proposal, a consumer's debts are reduced and are given 5 years to pay off the reduced amount Insolvency destroys credit scores Economics Photographer: Cole Burston/Bloomberg Consumer Insolvencies Approach Record in Debt-Weary Canada By Chris Fournier February 10, 2020, 12:52 PM EST Updated on February 10, 2020, 2:02 PM EST Filings top 35,000 in final quarter last year, most since 2010 Untick comes despite solid period of growth in labor markets https://www.bloomberg.com/news/articles/2020- 02-10/consumer-insolvencies-approach-record-in- debt-weary-canada#1010 10 CLIMB Consumer proposals: a growth story. Consumer proposals, a negotiated settlement between creditors and consumers, are rising rapidly (currently 19% annually) Proposals are also expanding when we control for population growth Consumer Proposals 90,000 Proposals/1,000 population 2.8 2.6 80,000 2.4 70,000 2.2 2 60,000 1.8 50,000 1.6 1.4 40,000 1.2 30,000 1 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 Source: Office of the Superintendent of Bankruptcy#11CLIMB 11 Latest statistics suggest a long-term trend of rising insolvencies. February 2020 consumer proposals: +2.7% month/month and 19% year/year Proposals during the 12 months ended February 29, 2020: 85,197, +19% year/year Climb estimates more than 1 million Canadians will be in consumer proposal by 2027, representing a large market opportunity for Climb. Source: Office of the Superintendent of Bankruptcy#12CLIMB 12 Climb Credit We help consumers rebuild and maintain their credit scores and their financial well-being We offer services and products to our customers as they re-establish themselves and move up the financial food chain We anticipate rapid growth and healthy profitability from the services we offer We have referral partnerships with leading brands in the industry#13CLIMB 13 Benefits of improving credit score. Better chance for credit card and loan approval Lower interest rates on credit cards and loans More negotiating power for higher limits etc. Easier approval for rental houses and apartments Products (i.e. cell phones) on contract with no security deposit Better insurance rates ༣། B R $ A#14CLIMB 14 Our core product: The forced-savings loan. 1 3 This product is a forced-savings plan papered up like a loan 2 Only when they've paid us the full principal amount do we give them the 4 cash Customers pay us a determined amount every month, as though they're paying off a loan, but we do not advance any principal Meanwhile, the payments are reported to credit bureaus and the customer's score improves#15CLIMB 15 How it works. STANDARD SAVINGS LOAN TERMS The customer enters into a "loan" agreement for say $2,500. We add a set-up fee of $200, for a total principal outstanding of $2,700 The customer sends us a monthly payment on an amortizing scale at 8.99% interest Once the customer has paid us the $2,700 plus interest, we give him $2,500 He now has a much-improved credit score and cash that can be put towards a goal WE OFFER 2-5 YEAR TERM LOANS ANNUAL INTEREST RATE: 8.99% SET UP FEE: $150-$250 (INCLUDED IN LOAN AMOUNT) APR 12% 23% - AVERAGE SIZE: $2,500 PRINCIPAL + $200 SET UP FEE PAY PER USE FEES SUCH AS CHANGE PAYMENT DATE OR DRAW DOWN FEES 1 SET UP Set up the savings loan amount based on budget and early repayment goal 2 MAKE PRE-AUTH PAYMENTS Payments are reported to both TransUnion AND Equifax. Positive payment history can increase credit 3 score CASH OUT TO PAY CP OFF EARLY Access equity when you need it (eg an unplanned expense). A minimal fee is charged to draw down the account early#16CLIMB 16 Targeted loan for those in consumer proposal. Total Debt $50,000 $60,000 $50,000 Proposal filling $15,000 $40,000 Monthly Consumer Proposal payments over 60 months = $250 $30,000 Climb Savings Loan amount = = $20,000 one-year payments = $3,000 Sample Savings & Repayment Schedule Monthly payment - $79.62* After 48 months, principle is returned to customer for a lump sum payment to complete proposal Average consumer will have built a nest egg of ~6 months of CP payments within 20 months of signup $10,000 $0 CP Year Year start 1 2 Year 3 Year Year 4 5 Standard CP Repayment -Accelerated CP Climb Savings Loan *$3000+$200 fee, 8.99%, 48 months#17CLIMB 17 A climb savings loan makes a proposal much easier. CONSUMER PROPOSAL WITHOUT CLIMB 16000 14000 CONSUMER PROPOSAL WITH CLIMB 16000 14000 12000 12000 10000 10000 FINANCIAL FREEDOM STARTS AFTER FIVE 8000 8000 YEARS 6000 6000 4000 2000 0 1 2 3 4 5 6 Years Debt 4000 2000 FINANCIAL FREEDOM BEGINS IMMEDIATELY 0 1 2 3 4 5 Years Debt#18CLIMB 18 Consumers with credit want to borrow and buy. Our customers do not leave our ecosystem once their credit is fixed. Because we invest heavily in customer relations and branding, we will be able to earn fees and commissions recommending and selling them products. Credit card issuers, mortgage lenders, financing firms, insurance providers pay to acquire quality customers (those who come with good credit and cash in the bank). E.g: auto lenders pay as much as $250 for a quality lead. We estimate that our referral revenues will ultimately exceed our loan-book interest, and we may in time launch our own products such as secured credit cards.#19CLIMB 19 The impact of COVID-19 will increase target market size. Current State 3-12 months Consumers living paycheck to paycheck starting to research more drastic debt solutions 12-36 months Debt snowballs and consumers seek a CP 13% unemployment and growing 68% of customers concerned about paying bills* 6.4 weeks until customers fall behind on bills and loans* Leading indicators resulting in a Consumer Proposal (CP): - Life event including: Job loss, Illness, Death of a loved one - Ability to pay bills *TransUnion Survey April 6, 2020#2020 20 CLIMB Growing our marketing & communication channels. PROVEN METHODS B2B partner referrals B2B partner signups SEO/content Database marketing (existing leads) pe charts c the ups of poe Come Char A A · $ Vime in LinkedIn YouTube f Facebook G+ Twitter P Tun NEW METHODS Google display Paid search remarketing Social (FB and LinkedIn) Newsletter lead magnet TEST & LEARN Test lotto concept (Prize linked savings account) Test time-limited offer Test low-stakes incentive for credit consultation (eg coffee gift card)#2121 24 CLIMB Significant growth Opportunity. Direct target market ● Our direct target market (those in consumer proposal or who recently exited) is approximately 400,000. This represents the number of consumers who have entered into a proposal, or exited from proposal, in the past six years 12% Market penetration Assuming only 12% penetration annually, we forecast loan originations of $248 million by 2023 Revenue ⚫ At that point our business would generate revenues (interest and fees) of $72 million and EBITDA of $25 million $72M Addressable Market $248M Loan book size 400k Addressable Market This target market is growing at 18% annually When we build our loan book to more than nine figures, it would sell to a strategic buyer for 1.25x loan book#22222 CLIMB Credit monitoring/rehab will be the next big sector. Investors looking for the next big "it" sector are already looking at credit monitoring or rehabilitation given 10 years of cheap credit and rising consumer debt, a bubble about to burst. Credit Karma sold to Intuit for $7.1B in February 2020. The New York Times said "the new financing is another sign that many are betting that the financial industry is due for significant change." Credit Sesame raised $42 million US in January, 2018 at a valuation of $550 million US. Experian PLC, a credit reporting firm, has a market value of 20 billion pounds, up almost 10x since IPO in 2009.#23CLIMB 23 An experienced team that has done this before. Ryan Watt CEO SUNCOR PETRO-CANADA OINT 0. TS Aileen Nandy Head of Digital Marketing TM MATTEL audio books .com Faraz Rahman Head of Systems and Operations easyfinancial goeasy SkyCap Financial#2424 24 CLIMB Advisor and Board director. Fabrice Taylor, CFA CO-FOUNDER, REFRESH FINANCIAL Journalist, financier and entrepreneur, Fabrice co-founded Refresh Financial Inc., the pioneer in credit rebuilding, and left three and a half years later with an eight-figure exit cheque. During his tenure at Refresh, where he served as chief financial officer and director, he helped arrange more than $40 million in funding and brought goEasy (GSY:TO) in as an equity partner.#25CLIMB 25 Capital Structure and Offering. Total shares outstanding Cash Trailing 12-month revenue RTO with Royal Coal for 15,500,000 shares Concurrent raise of min $3,000,000 at $0.25 -12,000,000 shares 83,752,577 $550,000 $500,000#26CLIMB 26 Statutory Rights Rescission - General Statement and Ontario. Securities legislation in certain of the provinces of Canada provides purchasers with rights of rescission or damages, or both, where an offering memorandum or any amendment to it contains a misrepresentation. A "misrepresentation" is 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 must be commenced by the purchaser within the time limits prescribed and are subject to the defenses contained in the applicable securities legislation. Each purchaser should refer to the provisions of the applicable securities laws for the particulars of these rights or consult with a legal advisor. The following rights are in addition to and without derogation from any other right or remedy which purchasers may have at law and are intended to correspond to the provisions of the relevant securities laws and are subject to the defenses contained therein. The following summaries are subject to the express provisions of the applicable securities statutes and instruments in the below- referenced provinces and the regulations, rules and policy statements thereunder and reference is made thereto for the complete text of such provisions. ONTARIO INVESTORS Under Ontario securities legislation, certain purchasers who purchase securities offered by an offering memorandum during the period of distribution will have a statutory right of action for damages, or while still the owner of the securities, for rescission against the issuer or any selling security holder if the offering memorandum contains a misrepresentation without regard to whether the purchasers relied on the misrepresentation. The right of action for damages is exercisable not later than the earlier of 180 days from the date the purchaser first had knowledge of the facts giving rise to the cause of action and three years from the date on which payment is made for the securities. The right of action for rescission is exercisable not later than 180 days from the date on which payment is made for the securities. If a purchaser elects to exercise the right of action for rescission, the purchaser will have no right of action for damages against the issuer or any selling security holder. In no case will the amount recoverable in any action exceed the price at which the securities were offered to the purchaser and if the purchaser is shown to have purchased the securities with knowledge of the misrepresentation, the issuer and any selling security holder will have no liability. In the case of an action for damages, the issuer and any selling security holder will not be liable for all or any portion of the damages that are proven to not represent the depreciation in value of the securities as a result of the misrepresentation relied upon. These rights are not available for a purchaser that is (a) a Canadian financial institution or a Schedule III Bank (each as defined in National Instrument 45-106 - Prospectus Exemptions), (b) the Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada), or (c) a subsidiary of any person referred to in paragraphs (a) and (b), if the person owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by directors of that subsidiary. These rights are in addition to, and without derogation from, any other rights or remedies available at law to an Ontario purchaser. The foregoing is a summary of the rights available to an Ontario purchaser. Not all defenses upon which an issuer, selling security holder or others may rely are described herein. Ontario purchasers should refer to the complete text of the relevant statutory provisions#27CLIMB 27 Statutory Rights Rescission - Alberta, BC, Quebec and Manitoba. ALBERTA, BRITISH COLUMBIA AND QUEBEC By purchasing securities offered in connection with this presentation, purchasers in Alberta, British Columbia and Quebec are not entitled to the statutory rights described above. In consideration of their purchase of the securities offered in connection with this presentation and upon accepting a purchase confirmation in respect thereof, these purchasers are hereby granted a contractual right of action for damages or rescission that is substantially the same as the statutory right of action provided to residents of Ontario who purchase the securities offered in connection with this presentation. MANITOBA INVESTORS If an offering memorandum or any amendment thereto, sent or delivered to a purchaser contains a misrepresentation, the purchaser who purchases the security is deemed to have relied on the misrepresentation if it was a misrepresentation at the time of the purchase and has a statutory right of action for damages against the issuer, every director of the issuer at the date of the offering memorandum, and every person or company who signed the offering memorandum. Alternatively, the purchaser may elect to exercise a statutory right of rescission against the issuer, in which case the purchaser will have no right of action for damages against any of the aforementioned persons. 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 purchaser 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. Securities legislation in Manitoba provides a number of limitations and defenses to such actions, including: 1. in an action for rescission or damages, no person or company will be liable if it proves that the purchaser purchased the securities with knowledge of the misrepresentation; 2. in an action for damages, no person or company will be liable for all or any portion of the damages that it proves do not represent the depreciation in value of the securities as a result of the misrepresentation relied upon; and 3. in no case will the amount recoverable under the right of action described above exceed the price at which the securities were offered under the offering memorandum.#28CLIMB 28 Statutory Rights Rescission - New Brunswick. NEW BRUNSWICK INVESTORS Under New Brunswick securities legislation, certain purchasers who purchase securities offered by an offering memorandum during the period of distribution will have a statutory right of action for damages, or while still the owner of the securities, for rescission against the issuer and any selling security holder in the event that the offering memorandum, or a document incorporated by reference in or deemed incorporated into the offering memorandum, contains a misrepresentation without regard to whether the purchasers relied on the misrepresentation. The right of action for damages is exercisable not later than the earlier of one year from the date the purchaser first had knowledge of the facts giving rise to the cause of action and six years from the date on which payment is made for the securities. The right of action for rescission is exercisable not later than 180 days from the date on which payment is made for the securities. If a purchaser elects to exercise the right of action for rescission, the purchaser will have no right of action for damages against the issuer or any selling security holder. In no case will the amount recoverable in any action exceed the price at which the securities were offered to the purchaser and if the purchaser is shown to have purchased the securities with knowledge of the misrepresentation, the issuer and any selling security holder will have no liability. In the case of an action for damages, the issuer and any selling security holder will not be liable for all or any portion of the damages that are proven to not represent the depreciation in value of the securities as a result of the misrepresentation relied upon. These rights are in addition to, and without derogation from, any other rights or remedies available at law to a New Brunswick purchaser. The foregoing is a summary of the rights available to a New Brunswick purchaser. Not all defenses upon which an issuer, selling security holder or others may rely are described herein. New Brunswick purchasers should refer to the complete text of the relevant statutory provisions.#2929 29 CLIMB Statutory Rights Rescission - Nova Scotia. NOVA SCOTIA INVESTORS Under Nova Scotia securities legislation, certain purchasers who purchase securities offered by an offering memorandum during the period of distribution will have a statutory right of action for damages against the issuer or other seller and the directors of the issuer as of the date the offering memorandum, or while still the owner of the securities, for rescission against the issuer or other seller if the offering memorandum, or a document incorporated by reference in or deemed incorporated into the offering memorandum, contains a misrepresentation without regard to whether the purchasers relied on the misrepresentation. The right of action for damages or rescission is exercisable not later than 120 days from the date on which payment is made for the securities or after the date on which the initial payment for the securities was made where payments subsequent to the initial payment are made pursuant to a contractual commitment assumed prior to, or concurrently with, the initial payment. If a purchaser elects to exercise the right of action for rescission, the purchaser will have no right of action for damages against the issuer or other seller or the directors of the issuer. In no case will the amount recoverable in any action exceed the price at which the securities were offered to the purchaser and if the purchaser is shown to have purchased the securities with knowledge of the misrepresentation, the issuer or other seller and the directors of the issuer will have no liability. In the case of an action for damages, the issuer or other seller and the directors of the issuer will not be liable for all or any portion of the damages that are proven to not represent the depreciation in value of the securities as a result of the misrepresentation relied upon. In addition, a person or company, other than the issuer, is not liable with respect to any part of the offering memorandum or any amendment to the offering memorandum not purporting (a) to be made on the authority of an expert or (b) to be a copy of, or an extract from, a report, opinion or statement of an expert, unless the person or company (i) failed to conduct a reasonable investigation to provide reasonable grounds for a belief that there had been no misrepresentation or (ii) believed that there had been a misrepresentation. A person or company, other than the issuer, will not be liable if that person or company proves that (a) the offering memorandum or any amendment to the offering memorandum was sent or delivered to the purchaser without the person's or company's knowledge or consent and that, on becoming aware of its delivery, the person or company gave reasonable general notice that it was delivered without the person's or company's knowledge or consent, (b) after delivery of the offering memorandum or any amendment to the offering memorandum and before the purchase of the securities by the purchaser, on becoming aware of any misrepresentation in the offering memorandum or any amendment to the offering memorandum, the person or company withdrew the person's or company's consent to the offering memorandum or any amendment to the offering memorandum, and gave reasonable general notice of the withdrawal and the reason for it, or (c) with respect to any part of the offering memorandum or any amendment to the offering memorandum purporting (i) to be made on the authority of an expert, or (ii) to be a copy of, or an extract from, a report, an opinion or a statement of an expert, the person or company had no reasonable grounds to believe and did not believe that (A) there had been a misrepresentation, or (B) the relevant part of the offering memorandum or any amendment to the offering memorandum 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. These rights are in addition to, and without derogation from, any other rights or remedies available at law to a Nova Scotia purchaser. The foregoing is a summary of the rights available to a Nova Scotia purchaser. Not all defenses upon which an issuer or other seller or others may rely are described herein. Nova Scotia purchasers should refer to the complete text of the relevant statutory provisions.#30CLIMB 30 Statutory Rights Rescission - Prince Edward Island. PRINCE EDWARD ISLAND INVESTORS If an offering memorandum, together with any amendment thereto, is delivered to a purchaser and the offering memorandum, or any amendment thereto, contains a misrepresentation, a purchaser has, without regard to whether the purchaser relied on the misrepresentation, a statutory right of action for damages against (a) the issuer, (b) subject to certain additional defenses, against every director of the issuer at the date of the offering memorandum and (c) every person or company who signed the offering memorandum, but may elect to exercise the right of rescission against the issuer (in which case the purchaser shall have no right of action for damages against the aforementioned persons or company). No action shall be commenced to enforce the right of action discussed above 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 action for damages, the earlier of: (i) 180 days after the purchaser first had knowledge of the facts giving rise to the cause of action; or (ii) three years after the date of the transaction that gave rise to the cause of action. Securities legislation in Prince Edward Island provides a number of limitations and defenses to such actions, including: 1. 2. 3. no person or company will be liable if it proves that the purchaser purchased the securities with knowledge of the misrepresentation; in an action for damages, the defendant is not liable for all or any portion of the damages that it proves does not represent the depreciation in value of the securities as a result of the misrepresentation relied upon; and in no case shall the amount recoverable under the right of action described herein exceed the price at which the securities were offered under the offering memorandum, or any amendment thereto.#31CLIMB 31 Statutory Rights Rescission - Newfoundland and Labrador. NEWFOUNDLAND AND LABRADOR PURCHASERS If an offering memorandum, together with any amendment thereto, contains a misrepresentation, a purchaser has, without regard to whether the purchaser relied on the misrepresentation, a statutory right of action for damages against (a) the issuer, (b) subject to certain additional defenses, against every director of the issuer at the date of the offering memorandum and (c) every person who signed the offering memorandum, but may elect to exercise the right of rescission against the issuer (in which case the purchaser shall have no right of action for damages against the aforementioned persons). No action shall be commenced to enforce the right of action discussed above 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 action for damages, the earlier of: (i) 180 days after the purchaser first had knowledge of the facts giving rise to the cause of action; or (ii) three years after the date of the transaction that gave rise to the cause of action. Securities legislation in Newfoundland and Labrador provides a number of limitations and defenses to such actions, including: 1. 2. 3. no person will be liable if it proves that the purchaser purchased the securities with knowledge of the misrepresentation; in an action for damages, the defendant is not liable for all or any portion of the damages that it proves does not represent the depreciation in value of the securities as a result of the misrepresentation relied upon; and in no case shall the amount recoverable under the right of action described herein exceed the price at which the securities were offered under the offering memorandum, or any amendment thereto.#32CLIMB 32 Statutory Rights Rescission - Saskatchewan (page 1 of 2) SASKATCHEWAN INVESTORS Under Saskatchewan securities legislation, certain purchasers who purchase securities offered by an offering memorandum during the period of distribution will have a statutory right of action for damages against the issuer, every director and promoter of the issuer or any selling security holder as of the date of the offering memorandum, every person or company whose consent has been filed under the offering memorandum, every person or company that signed the offering memorandum or the amendment to the offering memorandum and every person or company who sells the securities on behalf of the issuer or selling security holder under the offering memorandum, or while still the owner of the securities, for rescission against the issuer or selling security holder if the offering memorandum contains a misrepresentation without regard to whether the purchasers relied on the misrepresentation. The right of action for damages is exercisable not later than the earlier of one year from the date the purchaser first had knowledge of the facts giving rise to the cause of action and six years from the date on which payment is made for the securities. The right of action for rescission is exercisable not later than 180 days from the date on which payment is made for the securities. If a purchaser elects to exercise the right of action for rescission, the purchaser will have no right of action for damages against the issuer or the others listed above. In no case will the amount recoverable in any action exceed the price at which the securities were offered to the purchaser and if the purchaser is shown to have purchased the securities with knowledge of the misrepresentation, the issuer and the others listed above will have no liability. In the case of an action for damages, the issuer and the others listed above will not be liable for all or any portion of the damages that are proven to not represent the depreciation in value of the securities as a result of the misrepresentation relied upon. Other defenses in Saskatchewan legislation include that no person or company, other than the issuer, 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 it was so sent or delivered, or (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. No person or company, other than the issuer, is liable for any part of the offering memorandum or the amendment to the offering memorandum 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 (a) failed to conduct a reasonable investigation sufficient to provide reasonable grounds for a belief that there had been no misrepresentation, or (b) believed there had been a misrepresentation. Similar rights of action for damages and rescission are provided in Saskatchewan legislation in respect of a misrepresentation in advertising and sales literature disseminated in connection with an offering of securities. Saskatchewan legislation 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. (Saskatchewan continued next page)#33CLIMB 33 Statutory Rights Rescission - Saskatchewan (page 2 of 2) SASKATCHEWAN INVESTORS (CONTINUED) In addition, Saskatchewan legislation 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 by a vendor who is trading in Saskatchewan in contravention of Saskatchewan securities legislation, regulations or a decision of the Financial and Consumer Affairs Authority of Saskatchewan. The Saskatchewan legislation 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 the Saskatchewan legislation. A purchaser who receives an amended offering memorandum has the right to withdraw from the agreement to purchase the securities by delivering a notice to the issuer or selling security holder within two business days of receiving the amended offering memorandum. These rights are in addition to, and without derogation from, any other rights or remedies available at law to a Saskatchewan purchaser. The foregoing is a summary of the rights available to a Saskatchewan purchaser. Not all defenses upon which an issuer or others may rely are described herein. Saskatchewan purchasers should refer to the complete text of the relevant statutory provisions.