PURCHASE AGREEMENT
November 22, 2000
SAND TECHNOLOGY INC.
4141 Sherbrooke St. O.
Suite 410
Westmount, P.Q.
H3Z 1B8
ATTENTION: MR. ARTHUR G. RITCHIE
CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
PURCHASE OF COMMON SHARES OF
SAND TECHNOLOGY INC.
Sand Technology Inc. (the "Corporation") has agreed to issue, from treasury, and Sprott Securities Inc.
("Sprott") has agreed to purchase 2,000,000 Class A Common Shares (the "Offered Shares") and up to
1,000,000 Class A Common Shares, pursuant to an Over-Allotment Option described below (the "Optioned
Shares"), pursuant to and on the terms and conditions set forth in this Agreement.
Based upon the foregoing and subject to the terms and conditions set out below, Sprott has obtained subscribers
(the "Subscribers") to purchase at the Closing Time (as hereinafter defined), all but not less than all of the Offered
Shares at a price of U.S. $6.00 (the "Offering Price") for each Offered Share. By its acceptance hereof, the
Corporation agrees to allot, issue and sell to Sprott or one or more substituted purchasers designated by it all but
not less than all of the Offered Shares at such price for aggregate gross proceeds of U.S. $12,000,000. If the
Corporation is not able or willing to sell all of the Offered Shares hereunder (whether or not such action is a
default hereunder by the Corporation), the Subscribers shall not be obligated to purchase any of the Offered
Shares, but may do so if they elect to waive this condition in accordance with the terms hereof.
The Corporation (on the basis set out in the second paragraph hereof) hereby grants to Sprott an option (the
"Over-Allotment Option") to purchase and offer for sale to the public the Optioned Shares at a purchase price of
U.S. $6.00 per Optioned Share all upon the terms and conditions set forth herein for the purchase and sale of the
Offered Shares. The Over-Allotment Option shall be exercisable at any time from the date hereof until November
30, 2000 (the "Over-Allotment Option Expir