(as Amended June 26, 2014)

To:		DelMar Pharmaceuticals, Inc. Suite 720 -- 999 West Broadway Vancouver, British Columbia CANADA V5Z 1K5
		Attn: Corporate Secretary Fax. No. 604.608.5685

A		B
Number of “Investor Warrants” Being Amended and Exercised		Exercise Price Per Share
__________________		$0.65

 

 

Date:		By:
				(Signature)
				(Print name)
				(Title, if applicable)
		Address:
		Telephone:
		Fax:
		Tax ID/SSN:

(1)	Complete, sign and return this Election to Participate and Exercise Warrant.

(2)	Tender your Investor Warrants or, if you are unable to locate your Investor Warrant, complete and sign an Affidavit of Lost Warrant (attached hereto) for each Investor Warrant to be exercised.

(3)	Complete, sign and return the Accredited Investor Questionnaire (attached hereto).

(4)	Pay the exercise price applicable to your Amended Warrant ($0.65 x number of shares to be exercised) by check or by wire transfer pursuant to the wire transfer instructions set forth below.

ADDRESS:		DelMar Pharmaceuticals, Inc. Suite 720 -- 999 West Broadway Vancouver, British Columbia CANADA V5Z1K5 Attn: Corporate Secretary Tel. No. (604) 629-5989 Fax No. (604) 608-5685 e-mail: spraill@delmarpharma.com
CHECKS PAYABLE TO:		Signature Bank, as Escrow Agent for DelMar Pharmaceuticals, Inc. Signature Bank 261 Madison Avenue New York, NY, 10016
WIRE TRANSFER INSTRUCTIONS FOR EXERCISE OF AMENDED WARRANTS:		Signature Bank 261 Madison Avenue New York, NY, 10016 ABA No: 026013576 For credit to Signature Bank as Escrow Agent for DelMar Pharmaceuticals, Inc. Acct No: 150 226 1696

Dated:  , 2014.
				HOLDER
				(Signature)
				(Printed Name)
				(Title, if Holder is not a natural person)

¨

The undersigned is an individual (not a partnership, corporation, etc.) whose individual net worth, or joint net worth with his or her spouse, presently exceeds $1,000,000. For purposes of the foregoing, “net worth” shall be deemed to include all of your assets, liquid or illiquid (including such items as furnishings, automobile and restricted securities, but excluding the value of your primary residence) minus any liabilities (including such items as loans and other debts and liabilities, but excluding any mortgage on your primary residence to the extent that it does not exceed the fair market value of such residence).

¨

The undersigned is an individual (not a partnership, corporation, etc.) who had (i) an individual income in excess of $200,000 or (ii) joint income together with their spouse in excess of $300,000, in each of the two most recent years and reasonably expect to reach the same income level in the current year. For purposes of the foregoing, “income” is not limited to “adjusted gross income” as that term is defined for federal income tax purposes, but rather includes certain items of income which are deducted in computing “adjusted gross income”. For investors who are salaried employees, the gross salary of such investor, minus any significant expenses personally incurred by such investor in connection with earning the salary, plus any income from any other source including unearned income, is a fair measure of “income” for purposes of this question. For investors who are self-employed, “income” is generally construed to mean total revenues received during the calendar year minus significant expenses incurred in connection with earning such revenues.

¨

The undersigned is a director, executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive officer, or general partner of a general partner of that issuer.

		¨		(i)		a bank as defined in Section 3(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) or a savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity;
		¨		(ii)		a broker-dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended;
		¨		(iii)		an insurance company as defined in Section 2(a)(13) of the Act;
		o		(iv)		an investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”) or a business development company as defined in Section 2(a)(48) of the Investment Act;
		o		(v)		a Small Business Investment Company licensed by the U.S. Small Business Investment Act of 1958, as amended;
		o		(vi)		a plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, where such plan has total assets in excess of $5,000,000;
		o		(vii)		an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974, as amended (the “Employee Act”), where the investment decision is made by a plan fiduciary, as defined in Section 3(21) of the Employee Act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or an employee benefit plan that has total assets in excess of $5,000,000 or a self-directed plan the investment decisions of which are made solely by persons that are accredited investors.
		o		(viii)		a private business development company, as defined in Section 202(a)(22) of the Investment Advisers Act of 1940 as amended;
		o		(ix)		an organization described in Section 501(c)(3) of the Internal Revenue Code, a corporation, a Massachusetts or similar business trust, or a partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;
		o		(x)		a trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a “sophisticated” person, who has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the prospective investment;
		o		(xi)		an entity in which all of the equity investors are persons or entities described above.
o						The undersigned is an entity all the equity owners of which are “accredited investors” within one or more of the above categories. If relying upon this Category alone, each equity owner must complete a separate copy of this Questionnaire. (Describe the entity below.)
o						The undersigned entity is not an “Accredited Investor” because none of the above apply.

Dated:  , 2014
				Name of Investor
				Signature
				Printed Name
				Title (if applicable)
				Name of joint investor or other person whose signature is required
				Signature
				Title (if applicable)

 

 

7