fc_ex1025-80430.htm


    Exhibit
10.25

     

    FIRSTGOLD
CORP.

    SUBSCRIPTION
AGREEMENT FOR UNITS

    (For
British Columbia, Alberta, Ontario and Offshore Subscribers)

     

    
      	
              TO:

            	
              FIRSTGOLD CORP. (the
      “Corporation”)

            
	
              AND
      TO:

            	
              D&D SECURITIES COMPANY
      (the “Agent”)

            


    

    


    The
undersigned (the “Subscriber”) hereby
irrevocably subscribes for and agrees to purchase from the Corporation that
number of units of the Corporation (each, a “Unit”) set out below at a
price of US$0.65 per Unit. Each Unit consists of one common share in the capital
of the Corporation (each, a “Share”) and one-half of one
common share purchase warrant (each whole common share purchase warrant, a
“Warrant”).  Each
Warrant will entitle the holder thereof to purchase one common share of the
Corporation (each, a “Warrant
Share”) at a price of US$0.80 per Warrant Share (the “Exercise Price”) for a period
of 18 months from the Closing Date (as hereinafter defined).

     

    The
Subscriber agrees to be bound by the terms and conditions set forth in the
attached “Terms and Conditions of Subscription for Units” including without
limitation the representations, warranties and covenants set forth in the
applicable schedules attached thereto. The Subscriber further agrees, without
limitation, that the Corporation and the Agent (as hereinafter
defined) may rely upon the Subscriber’s representations, warranties and
covenants contained in such documents.

     

    
      Please
print all information (other than signatures), as applicable, in the space
provided below

    

     

    
    

     

    
      	 	 	 	 	 	 	 
	 	 	 	 	 	 Number
      of Units:                                                                   
             X
US$0.65	 
	 	
               (Name
      of Subscriber)

            	 	 	 	 	 
	 	 	 	 	 	 Aggregate
      Subscription Price:                                                                   	 
	 	 (Account Reference, if
      applicable)	 	 	 	
                                  ("Subscription
      Price")

            	 
	 	 	 	 	 	 	 
	 	 Per:	 	 	 	 	 
	 	 (Authorized
      Signature)	 	 	 	 If
      the Subscriber is signing as agent for a beneficial purchaser ("Disclosed
      Principal") and is not a trust  company or portfolio manager, in
      either case, purchasing as trustee or agent for accounts fully managed by
      it, complete the following:	 
	 	 	 	 	 	
            	 
	 	 (Official
      Capacity of Title, if Subscriber is not an individual)	 	 	 	 	 
	 	 	 	 	 	 	 
	 	
               (Name of individual whose signature appears
      above if different 

               from
      the name of the Subscriber printed above.)

            	 	 	 	(Name
      of Disclosed Principal)	 
	 	 	 	 	 	 	 
	 	 (Subscriber's
      Residential Address/Unit & Street)	 	 	 	 (Disclosed
      Principal's Residential Address (Unit & Street)	 
	 	 	 	 	 	 	 
	 	 (Municipality,
      Province, Postal Code)	 	 	 	 (Municipality,
      Province, Postal Code)	 
	 	 	 	 	 	 	 
	 	 (Subscriber's
      Fax Number)	 	 	 	 (Disclosed
      Principal's Fax Number)	 
	 	 	 	 	 	 	 
	 	 (Subscriber's
      Telephone Number)	 	 	 	 (Disclosed
      Principal's Telephone Number)	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 Registered
      Shareholder Information (if different from Subscriber):	 	 	 	 Delivery Instructions as set
      forth below:	 
	 	 	 	 	 	 	 
	 	 (Name)	 	 	 	 (Name)	 
	 	 	 	 	 	 	 
	 	 (Account
      Reference, if applicable)	 	 	 	 (Account
      Reference, if applicable)	 
	 	 	 	 	 	 	 
	 	 (Address/Unit
      & Street)	 	 	 	 (Address/Unit
      & Street)	 
	 	 	 	 	 	 	 
	 	 (Municipality, Province, Postal
      Code)	 	 	 	 (Municipality,
      Province, Postal Code)	 
	 	 	 	 	 	 	 
	 	 	 	 	 	
               (Contact
      Name)                    (Telephone
      Number)

            	 


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    ACCEPTANCE: The Corporation
hereby accepts the subscription as set forth above on the terms and conditions
contained in this Subscription Agreement and the Corporation represents and
warrants to the Subscriber that the representations and warranties made by the
Corporation to the Agent in the Agency Agreement (as defined herein) are true
and correct in all material respects as of the Closing Date (as defined herein)
and that the Subscriber is entitled to rely thereon and on the terms, conditions
and covenants contained in the Agency Agreement (save and except as waived by
the Agent) as if the Subscriber were a party thereto.

     

    
      	
               

               

              This
             
      day of           ,
      2008

            	
              FIRSTGOLD
      CORP.

               

                                                                   
      

              (Authorized
      Signatory)

            


    

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        - 2
-

        
          

        

      

      
        
        

      

    

     

    TERMS
AND CONDITIONS OF SUBSCRIPTION FOR

     

    UNITS

     

    ARTICLE
1 -  INTERPRETATION

     

    
      	
              1.1  

            	
              Definitions

            


    

     

    Whenever
used in this Subscription Agreement, unless there is something in the subject
matter or context inconsistent therewith, the following words and phrases shall
have the respective meanings ascribed to them as follows:

     

    “Agency Agreement” means the
agency agreement to be entered into between  the Agent and the
Corporation in respect of the Offering.

     

    “Agent” means D&D Securities
Company, together with any of its affiliates and any other investment dealers
included in the syndicate for the Offering.

     

    “Business Day” means a day
other than a Saturday, Sunday or any other day on which the principal chartered
banks located in Toronto are not open for business.

     

    “Closing” shall have the
meaning ascribed to such term in Section 4.1.

     

    “Closing Date” shall have the meaning
ascribed to such term in Section 4.1.

     

    “Closing Time” shall have the meaning
ascribed to such term in Section 4.1.

     

    “Common Shares” means shares of
common stock of the Corporation as constituted on the date hereof.

     

    “Corporation” means Firstgold
Corp. and includes any successor corporation to or of the
Corporation.

     

    “Disclosed Principal” shall
have the meaning ascribed to such term on the face page of this Subscription
Agreement.

     

    “Exercise Price” shall have the
meaning ascribed to such term on the face page of this Subscription
Agreement.

     

    “NI 45-106” shall have the
meaning ascribed to such term in Section 5.1(j)(i).

     

    “Offering” means the offering
of up to a maximum of 7,692,307 Units.

     

    “person” means any individual
(whether acting as an executor, trustee administrator, legal representative or
otherwise), corporation, firm, partnership, sole proprietorship, syndicate,
joint venture, trustee, trust, unincorporated organization or association, and
pronouns have a similar extended meaning.

     

    “SEC” means the United States
Securities and Exchange Commission.

     

    
      
        
        

      

      
        - 3
-

        
          

        

      

      
        
        

      

    

     

    “Securities” means,
collectively, the Units, the Shares, the Warrants and the Warrant
Shares.

     

    “Securities Laws” means the
securities laws, instruments, regulations, rules, rulings and orders in the
provinces of British Columbia, Alberta, and Ontario and in the United States of
America, as applicable, and the policy statements issued by the Securities
Regulators.

     

    “Securities Regulators” means
the securities regulatory authorities or securities commissions in the provinces
of British Columbia, Alberta and Ontario and the SEC.

     

    “Shares” shall have the meaning
ascribed to such term on the face page of this Subscription
Agreement.

     

    “Subscriber” means the
subscriber for the Units as set out on the face page of this Subscription
Agreement.

     

    “Subscription Agreement” means this
subscription agreement (including any schedules hereto) and any instrument
amending this Subscription Agreement; “hereof”, “hereto”, “hereunder”, “herein” and similar
expressions mean and refer to this Subscription Agreement and not to a
particular Article or Section; and the expression “Article” or “Section” followed by a number
means and refers to the specified Article or Section of this Subscription
Agreement.

     

    “Subscription Price” shall have the meaning
ascribed to such term on the face page of this Subscription
Agreement.

     

    “United States” means the United
States of America, its territories and possessions, any State of the United
States and the District of Columbia.

     

    “Units” shall have the meaning
ascribed to such term on the face page of this Subscription
Agreement.

     

    “U.S. Person” means a U.S. Person as
that term is defined in Rule 902(k) of Regulation S under the U.S. Securities
Act.

     

    “U.S. Securities Act” means the
United States Securities Act of 1933, as
amended.

     

    “Warrants” means the Common
Share purchase warrants forming part of the Units.

     

    “Warrant Shares” means the
Common Shares issuable upon exercise of the Warrants.

     

    
      	
              1.2  

            	
              Gender
      and Number

            


    

     

    Words
importing the singular number only shall include the plural and vice versa,
words importing the masculine gender shall include the feminine gender and words
importing persons shall include firms and corporations and vice
versa.

     

    
      	
              1.3  

            	
              Currency

            


    

     

    Unless
otherwise specified, all dollar amounts in this Subscription Agreement,
including the symbol “$”, are expressed in United States dollars.

     

    
      
        
        

      

      
        - 4
-

        
          

        

      

      
        
        

      

    

     

    
      	
              1.4  

            	
              Subdivisions,
      Headings and Table of Contents

            


    

     

    The
division of this Subscription Agreement into Articles, Sections, Schedules and
other subdivisions and the inclusion of headings are for convenience of
reference only and shall not affect the construction or interpretation of this
Subscription Agreement.  The headings in this Subscription Agreement
are not intended to be full or precise descriptions of the text to which they
refer.  Unless something in the subject matter or context is
inconsistent therewith, references herein to an Article, Section, Subsection,
paragraph, clause or Schedule are to the applicable article, section,
subsection, paragraph, clause or schedule of this Subscription
Agreement.

     

    ARTICLE
2 - SCHEDULES

     

    
      	
              2.1  

            	
              Description
      of Schedules

            


    

     

    The
following are the Schedules attached to and incorporated in this Subscription
Agreement by reference and deemed to be a part hereof:

     

    


    
      	 	Schedule“A”-	Representation
      Letter
	 	 	 
	
               
      

            	
              Schedule
      “B”-

            	
              Certificate
      – Additional Representations,
Warranties

            


    

    
      	
               
      

            	
              and
      Covenants for Non-Canadian Subscribers (other
  than

            


    

    
      	
               
      

            	
              U.S.
      Persons)

            
	 	 


    

    
      	
               
      

            	
              Schedule
      “C”-

            	
              Term
      Sheet

            


    

    


    ARTICLE 3 -
SUBSCRIPTION AND DESCRIPTION OF UNITS

     

    
      	
              3.1  

            	
              Subscription
      for the Units

            


    

     

    The
Subscriber hereby confirms its irrevocable subscription for and offer to
purchase the Units from the Corporation, on and subject to the terms and
conditions set out in this Subscription Agreement, for the Subscription Price
which is payable as described in Article 4 hereto.

     

    
      	
              3.2  

            	
              Description
      of Units

            


    

     

    Each Unit
consists of one Share and one-half of one Warrant.  Subject to the
anti-dilution provisions contained in the instrument under which the Warrants
will be governed, each Warrant shall entitle the holder thereof to acquire upon
payment of the Exercise Price one Warrant Share for a period of 18 months
following the Closing Date.

     

    
      	
              3.3  

            	
              Acceptance
      and Rejection of Subscription by the
Corporation

            


    

     

    The
Subscriber acknowledges and agrees that the Corporation reserves the right, in
its absolute discretion, to reject this subscription for Units, in whole or in
part, at any time prior to the Closing Time.  If this subscription is
rejected in whole, any cheques or other forms of payment delivered to the Agent
representing the Subscription Price will be promptly returned to the Subscriber
without interest or deduction.  If this subscription is accepted only
in part, a cheque representing any refund of the Subscription Price for that
portion of the subscription for the Units which is not accepted, will be
promptly delivered to the Subscriber without interest or deduction.

     

    
      
        
        

      

      
        - 5
-

        
          

        

      

      
        
        

      

    

     

    ARTICLE 4
- CLOSING

     

    
      	
              4.1  

            	
              Closing

            


    

     

    Issuance,
sale and delivery of the Units and payment of the Subscription Price will be
completed (the “Closing”) at the offices of
Stikeman Keeley Spiegel Pasternack LLP, 220 Bay Street, Suite 500, Toronto,
Ontario, Canada at 10:00 a.m. (Toronto time) (the “Closing Time”) on February
Ÿ, 2008 or such
other place or date or time as the Corporation and the Agent may agree (the
“Closing
Date”).

     

    
      	
              4.2  

            	
              Conditions
      of Closing

            


    

     

    The
Subscriber acknowledges and agrees (on its own behalf and, if applicable, on
behalf of the Disclosed Principal) that as the sale of the Units will not be
qualified by a prospectus, such sale and issuance is subject to the condition
that the Subscriber (or, if applicable, the Disclosed Principal for whom it is
contracting hereunder) sign and return to the Corporation and/or the Agent all
relevant documentation required by the Securities Laws.  The
Subscriber acknowledges and agrees that the Corporation and/or the Agent may be
required to provide the Securities Regulators with a list setting forth the
identities of the Disclosed Principal, if any.  Notwithstanding that
the Subscriber may be purchasing Units as agent on behalf of an undisclosed
principal, the Subscriber agrees to provide, on request, particulars as to the
identity of the Disclosed Principal or any undisclosed principal as may be
required by the Corporation in order to comply with the foregoing.

     

    The
Subscriber acknowledges and agrees (on its own behalf and, if applicable, on
behalf of the Disclosed Principal) that the obligations of the Corporation
hereunder are conditional on the accuracy and truth of the representations and
warranties of the Subscriber contained in this Subscription Agreement as of the
date of this Subscription Agreement, and as of the Closing Time as if made at
and as of the Closing Time, and the fulfillment of the following additional
conditions as soon as possible and in any event not later than the Closing
Time:

     

    
      	
              (a)      

            	
              the
      Corporation accepts the Subscriber's subscription in whole or in
      part;

            


    

     

    
      	
              (b)      

            	
              unless
      other arrangements acceptable to the Corporation and the Agent have been
      made, payment by the Subscriber of the Subscription Price by certified
      cheque or bank draft in United States dollars payable to “D&D
      Securities Company”;

            


    

     

    
      	
              (c)      

            	
              the
      Subscriber having properly completed, signed and delivered this
      Subscription Agreement to:

            


    

     

    
      
        
        

      

      
        - 6
-

        
          

        

      

      
        
        

      

    

     

                    D&D Securities
Company

                    150 York Street,
Suite 1714

                    Toronto,
Ontario

                    M5H 3S5

     

    
                      Attention: Wendy
Rose

    

    
                      Fax: (416)
363.3316

    

     

    
      	
              (d)      

            	
              the
      Subscriber having properly completed, signed and delivered one of the
      certificates as set forth in Schedule “A” or Schedule “B” hereto, as
      applicable;

            


    

     

    
      	
              (e)      

            	
              the
      Subscriber having properly completed, signed and delivered to the
      Corporation such other documents as may be required pursuant to terms of
      this Subscription Agreement; and

            


    

     

    
      	
              (f)      

            	
              the
      Corporation obtaining all orders, permits, approvals, waivers, consents,
      licenses or similar authorizations of the Securities Regulators necessary
      to complete the offer, sale and issuance of the Securities;
      and

            


    

     

    
      	
              (g)      

            	
              the
      conditions of closing contained in the Agency Agreement being satisfied or
      waived by the relevant party.

            


    

     

    
      	
               4.3  

            	
              Authorization
      of the Agent

            


    

     

    A) The
Subscriber irrevocably authorizes the Agent in its discretion, to act as the
Subscriber’s representative at the Closing, and hereby appoints the Agent, with
full power of substitution, as its true and lawful attorney with full power and
authority in the Subscriber’s place and stead:

     

    
      	
              (a)      

            	
              to
      receive certificates representing the Units, to execute in the
      Subscriber’s name and on its behalf all closing receipts and required
      documents, to complete and correct any errors or omissions in any form or
      document provided by the Subscriber in connection with the subscription
      for the Units and to exercise any rights of termination contained in the
      Agency Agreement;

            


    

     

    
      	
              (b)      

            	
              to
      extend such time periods and to waive, in whole or in part, any
      representations, warranties, covenants or conditions for the Subscriber’s
      benefit contained in this Subscription Agreement, the Agency Agreement or
      any ancillary or related document in its absolute discretion, and as
      deemed appropriate;

            


    

     

    
      	
              (c)      

            	
              to
      terminate this Subscription Agreement if any condition precedent is not
      satisfied, in such manner and on such terms and conditions as the Agent in
      its sole discretion may determine;
and

            


    

     

    
      	
              (d)      

            	
              without
      limiting the generality of the foregoing, to negotiate, settle, execute,
      deliver and amend the Agency
Agreement.

            


    

     

    
      
        
        

      

      
        - 7
-

        
          

        

      

      
        
        

      

    

     

    ARTICLE
5 - REPRESENTATIONS, WARRANTIES AND COVENANTS BY THE
CORPORATION

     

    
      	
              5.1 

            	
              Acknowledgements,
      Representations, Warranties and Covenants of the
    Corporation

            


    

     

    The Corporation hereby represents and
warrants to the Subscriber (and acknowledges that the Subscriber is relying
thereon) that:

    


    
      	
              (a)      

            	
              the
      Corporation has been duly incorporated and is validly subsisting and in
      good standing under the laws of the State of Delaware and has all
      requisite corporate power and capacity to enter into and carry out its
      obligations under this Subscription
Agreement;

            


    

     

    
      	
              (b)      

            	
              on
      the Closing Date, the Corporation will have taken all corporate steps and
      proceedings necessary to approve the transactions contemplated hereby,
      including the execution and delivery of this Subscription
      Agreement;

            


    

     

    
      	
              (c)      

            	
              no
      order ceasing or suspending trading in the securities of the Corporation
      nor prohibiting the sale of such securities has been issued to the
      Corporation or its directors, officers or promoters and, to the best of
      the knowledge of the Corporation, no investigations or proceedings for
      such purposes are pending or
threatened;

            


    

     

    
      	
              (d)      

            	
              at
      the Closing Time, the Shares will be duly and validly authorized, allotted
      and be issued as fully paid and non-assessable Common Shares and upon the
      exercise of the Warrants, the Warrant Shares will be duly and validly
      authorized, allotted and be issued as fully paid and non-assessable Common
      Shares;

            


    

     

    
      	
              (e)      

            	
              the
      Corporation has complied, or will comply, with all applicable corporate
      and securities laws and regulations in connection with the offer, sale and
      issuance of the Units;

            


    

     

    
      	
              (f)      

            	
              upon
      acceptance by the Corporation this Subscription Agreement will constitute
      a binding obligation of the Corporation enforceable in accordance with its
      terms;

            


    

     

    ARTICLE
6 - ACKNOWLEDGEMENTS, REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE
SUBSCRIBER

     

    
      	
              6.1  

            	
              Acknowledgements,
      Representations, Warranties and Covenants of the
  Subscriber

            


    

     

    The
Subscriber, on its own behalf and, if applicable, on behalf of the Disclosed
Principal, hereby represents and warrants to, and covenants with, the
Corporation as follows and acknowledges that the Corporation and the Agent are
relying on such representations and warranties in connection with the
transactions contemplated herein:

     

    
      
        
        

      

      
        - 8
-

        
          

        

      

      
        
        

      

    

     

    
      	
              (a)      

            	
              The
      Subscriber and, if applicable, the Disclosed Principal,  were
      offered the Units in and, are resident in the jurisdiction set out on the
      face page of this Subscription Agreement as the "Subscriber's Residential
      Address" and the "Disclosed Principal's Residential Address" (as the case
      may be) or are otherwise subject to the Securities Laws.  Such
      addresses were not created and are not used solely for the purpose of
      acquiring the Units and the Subscriber and, if applicable, the Disclosed
      Principal were solicited to purchase the Units solely in such
      jurisdiction.

            


    

     

    
      	
              (b)      

            	
              The
      Subscriber and, if applicable, the Disclosed Principal have knowledge in
      financial and business affairs, are capable of evaluating the merits and
      risks of an investment in the Units and are able to bear the economic risk
      of such investment even if the entire investment is
  lost.

            


    

     

    
      	
              (c)      

            	
              The
      Subscriber, on its own behalf and, if applicable, on behalf of the
      Disclosed Principal, makes the representations, warranties and covenants
      set out in Schedule “A” or Schedule “B” to this Subscription Agreement, as
      applicable, to the Corporation and the Subscriber and, if applicable, the
      Disclosed Principal may avail itself of one or more of the categories of
      prospectus exempt purchasers listed in Schedule “A” or Schedule “B”, as
      applicable.

            


    

     

    
      	
              (d)      

            	
              The
      Subscriber has properly completed, executed and delivered within
      applicable time periods to the Corporation the applicable certificate
      (dated as of the date hereof) set forth in Schedule “A” or Schedule “B” to
      this Subscription Agreement and the information contained therein is true
      and correct.

            


    

     

    
      	
              (e)      

            	
              The
      representations, warranties and covenants contained in Schedule “A” or
      Schedule “B”, as applicable, to this Subscription Agreement will be true
      and correct both as of the date of execution of this Subscription
      Agreement and as of the Closing
Time.

            


    

     

    
      	
              (f)      

            	
              The
      Subscriber and, if applicable, the Disclosed Principal are neither U.S.
      Persons nor subscribing for the Units for the account of a U.S. Person or
      for resale in the United States and the Subscriber confirms that the Units
      have not been offered to the Subscriber or the Disclosed Principal (as the
      case may be) in the United States and that this Subscription Agreement has
      not been signed in the United
States.

            


    

     

    
      	
              (g)      

            	
              Neither
      the Subscriber nor any Disclosed Principal will offer, sell or otherwise
      dispose of the Warrants in the United States or to a U.S. Person or for
      the account or benefit of a person in the United States or a U.S.
      Person.

            


    

     

    
      
        
        

      

      
        - 9
-

        
          

        

      

      
        
        

      

    

     

    
      	
              (h)      

            	
              If
      the Subscriber or, if applicable, the Disclosed Principal is not a person
      resident in Canada, the subscription for the Units by the Subscriber, or
      if applicable, the Disclosed Principal does not contravene any of the
      applicable securities legislation in the jurisdiction in which the
      Subscriber or such other person
resides.

            


    

     

    
      	
              (i)      

            	
              The
      execution and delivery of this Subscription Agreement, the performance and
      compliance with the terms hereof, the subscription for the Units and the
      completion of the transactions described herein by the Subscriber or any
      beneficial purchaser for whom it is acting will not result in any material
      breach of, or be in conflict with or constitute a material default under,
      or create a state of facts which, after notice or lapse of time, or both,
      would constitute a material default under any term or provision of the
      constating documents, by-laws or resolutions of the Subscriber or any
      beneficial purchaser for whom it is acting, the Securities Laws or any
      other laws applicable to the Subscriber or any beneficial purchaser for
      whom it is acting, if applicable, or any other contract, instrument,
      undertaking, covenant or agreement to which the Subscriber or any
      beneficial purchaser for whom it is acting is a party, or any judgment,
      decree, order, statute, rule or regulation applicable to the Subscriber or
      any beneficial purchasers for whom it is
acting.

            


    

     

    
      	
              (j)      

            	
              Unless
      the Subscriber is purchasing under Section 6.1(k) hereof, it is purchasing
      the Units 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 Common Shares or Warrants, it is
      resident in or otherwise subject to applicable securities laws of the
      jurisdiction set out as the “Subscriber’s Residential Address” on the face
      page of this Subscription Agreement and it fully complies with one 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” (“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 Schedule “A” to this
      Subscription Agreement and has initialled in Appendix “I” thereto
      indicating that the Subscriber satisfies (and will satisfy at the Closing
      Time) one of the categories of “accredited investor” set forth in such
      definition;

              


      

    

     

    
      
        	
                (ii)     
      

              	
                the
      aggregate acquisition cost of the Units to the Subscriber is not less than
      CDN$150,000 and it was not created or used solely to purchase or hold
      securities in reliance on the prospectus exemption or the dealer
      registration exemption set out in Section 2.10 of NI 45-106;
      or

              


      

    

     

    
      
        
        

      

      
        - 10
-

        
          

        

      

      
        
        

      

    

     

    
      
        	
                (iii)    

              	
                it
      is a resident of, or otherwise subject to, the securities legislation of a
      jurisdiction other than Canada or the United States and it has
      concurrently executed and delivered the certificate attached as Schedule
      “B” to this Subscription
Agreement.

              


      

    

     

    
      	
              (k)      

            	
              If
      the Subscriber is purchasing the Units and is acting as agent for the
      Disclosed Principal, such Disclosed Principal 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 Shares or Warrants and such Disclosed Principal complies
      with subsection (i) or subsection (ii) of Section 6.1(j) hereof, the
      Subscriber acknowledges the Corporation is required by law to disclose to
      certain regulatory authorities the identity of Disclosed Principal for
      whom it may be acting, the Subscriber is resident in or otherwise subject
      to applicable securities laws of the jurisdiction set out as the
      “Subscriber’s Residential Address” on the face page of this Subscription
      Agreement and the Disclosed Principal is resident in or otherwise subject
      to applicable securities laws of the jurisdiction set out as the
      “Disclosed Principal's Residential Address” on the face page of this
      Subscription Agreement.

            


    

     

    
      	
              (l)      

            	
              In
      the case of a subscription for the Units by the Subscriber acting as
      trustee or agent (including, for greater certainty, a portfolio manager or
      comparable adviser) for a principal, the Subscriber is duly authorized to
      execute and deliver this Subscription Agreement and all other necessary
      documentation in connection with such subscription on behalf of each such
      beneficial purchaser, each of whom is subscribing as principal for its own
      account, not for the benefit of any other person and not with a view to
      the resale or distribution of the Common Shares and Warrants, and this
      Subscription Agreement has been duly authorized, executed and delivered by
      or on behalf of and constitutes a legal, valid and binding agreement of,
      such principal, and the Subscriber acknowledges that the Corporation
      and/or the Agent may be required by law to disclose the identity of any
      undisclosed beneficial purchaser for whom the Subscriber is
      acting.

            


    

     

    
      	
              (m)      

            	
              In
      the case of a subscription for the Units by the Subscriber acting as
      principal, this Subscription Agreement and all other documentation in
      connection with such subscription has been duly authorized, executed and
      delivered by, and constitutes a legal, valid and binding agreement of, the
      Subscriber.  This Subscription Agreement is enforceable in
      accordance with its terms against the Subscriber and any beneficial
      purchaser, including the Disclosed Principal, on whose behalf the
      Subscriber is acting.

            


    

     

    
      
        
        

      

      
        - 11
-

        
          

        

      

      
        
        

      

    

     

    
      	
              (n)      

            	
              If
      the Subscriber is:

            


    

     

    
      	
              (i)
            

            	
              a
      corporation, the Subscriber is duly incorporated and is validly subsisting
      under the laws of its jurisdiction of incorporation and has all requisite
      legal and corporate power and authority to execute and deliver this
      Subscription Agreement, to subscribe for the Units as contemplated herein
      and to carry out and perform its obligations under the terms of this
      Subscription Agreement;

            


    

     

    
      	
              (ii)
           

            	
              a
      partnership, syndicate or other form of unincorporated organization, the
      Subscriber has the necessary legal capacity and authority to execute and
      deliver this Subscription Agreement and to observe and perform its
      covenants and obligations hereunder and has obtained all necessary
      approvals in respect thereof;

            


    

     

    
      	
              (iii)     

            	
              an
      individual, the Subscriber is of the full age of majority in the
      jurisdiction in which it is resident and has the legal capacity and
      competency to execute and deliver this Subscription Agreement and to
      observe and perform his or her covenants and obligations hereunder;
      and

            


    

     

    
      	
              (iv)     

            	
              subscribing
      on its own behalf, this Subscription Agreement has been duly executed and
      delivered by the Subscriber and constitutes a legal, valid and binding
      agreement of the Subscriber enforceable against him or her in accordance
      with its terms.

            


    

     

    
      	
              (o)      

            	
              Other
      than the Agent (and any group of investment dealers managed by the Agent
      for purposes of offering the Units for sale), there is no person acting or
      purporting to act in connection with the transactions contemplated herein
      who is entitled to any brokerage or finder’s fee.  If any person
      establishes a claim that any fee or other compensation is payable in
      connection with this subscription for the Units, the Subscriber covenants
      to indemnify and hold harmless the Corporation, the Agent and any such
      registrant with respect thereto and with respect to all costs reasonably
      incurred in the defence thereof.

            


    

     

    
      	
              (p)      

            	
              The
      Subscriber and, if applicable, the Disclosed Principal are not purchasing
      Units with knowledge of material information concerning the Corporation
      which has not been generally
disclosed.

            


    

     

    
      	
              (q)      

            	
              If
      required by the Securities Laws or the Corporation, the Subscriber will
      execute, deliver and file or assist the Corporation in filing such
      reports, undertakings and other documents with respect to the issue of the
      Securities as may be required by any securities commission, stock exchange
      or other regulatory authority (including, if applicable, the
      Representation Letter in the form attached hereto as Schedule
      “A”).

            


    

     

    
      
        
        

      

      
        - 12
-

        
          

        

      

      
        
        

      

    

     

    
      	
              (r)      

            	
              The
      Subscriber and, if applicable, the Disclosed Principal have been advised
      to consult their own legal advisors with respect to the execution,
      delivery and performance by it of this Subscription Agreement and the
      transactions contemplated by this Subscription Agreement, including but
      not limited to, trading in the Securities and with respect to the resale
      restrictions imposed by the Securities Laws and other applicable
      securities laws, and acknowledges that no representation has been made
      respecting the applicable hold periods imposed by the Securities Laws or
      other resale restrictions applicable to such securities which restrict the
      ability of the Subscriber (or, if applicable, the Disclosed Principal) to
      resell such securities, that the Subscriber (or, if applicable, the
      Disclosed Principal) is solely responsible to find out what these
      restrictions are and the Subscriber is solely responsible (and neither the
      Corporation nor the Agent are in any way responsible) for compliance with
      applicable resale restrictions and the Subscriber (and, if applicable, the
      Disclosed Principal) is aware that it may not be able to resell such
      securities except in accordance with limited exemptions under the
      Securities Laws and other applicable securities
  laws.

            


    

     

    
      	
              (s)      

            	
              The
      Subscriber has not received or been provided with a prospectus, offering
      memorandum (as such term is defined in the Securities Laws), or any
      similar document in connection with the Offering and the Subscriber’s
      decision to subscribe for the Units was not based upon, and the Subscriber
      has not relied upon, any verbal or written representations as to facts
      made by or on behalf of the Corporation, the Agent or any other employees
      or agent.  The Subscriber’s decision to subscribe for the Units
      was based solely upon information about the Corporation which is publicly
      available (any such information having been obtained by the Subscriber
      without independent investigation or verification by the Agent) and agrees
      that the Agent and the Agent's counsel assume no responsibility or
      liability of any nature whatsoever for the accuracy, adequacy or
      completeness of the publicly available information or as to whether all
      information concerning the Corporation required to be disclosed by the
      Corporation has been generally disclosed and acknowledges that the Agent's
      counsel and the Corporation’s counsel are acting as counsel to the Agent
      and the Corporation, respectively, and not as counsel to the
      Subscriber.

            


    

     

    
      	
              (t)      

            	
              No
      person has made any written or oral
  representations:

            


    

     

    
      	
              (i)       

            	
              that
      any person will resell or repurchase any of the
  Securities;

            


    

     

    
      	
              (ii)      

            	
              that
      any person will refund the Subscription Price;
  or

            


    

     

    
      	
              (iii)     

            	
              as
      to the future price or value of any of the
  Securities.

            


    

     

    
      	
              (u)      

            	
              The
      subscription for the Units has not been made through or as a result of,
      and the distribution of the Units is not being accompanied by any
      advertisement, including without limitation in printed public media,
      radio, television or telecommunications, including electronic display, or
      as part of a general solicitation.

            


    

     

    
      
        
        

      

      
        - 13
-

        
          

        

      

      
        
        

      

    

     

    
      	
              (v)      

            	
              The
      funds representing the Subscription Price which will be advanced by the
      Subscriber hereunder will not represent proceeds of crime for the purposes
      of the Proceeds of Crime
      (Money Laundering) and Terrorist Financing Act (Canada) and the
      Subscriber acknowledges that the Corporation or the Agent 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 Proceeds of Crime (Money
      Laundering) and Terrorist Financing Act (Canada) and to the best of
      the Subscriber’s knowledge: (i) none of the subscription funds to be
      provided by the Subscriber (A) have been or will be derived from or
      related to any activity that is deemed criminal under the law of Canada,
      the United States, or any other jurisdiction, or (B) are being tendered on
      behalf of a person or entity who has not been identified to the
      Subscriber; and (ii) it shall promptly notify the Corporation and the
      Agent if the Subscriber discovers that any of such representations ceases
      to be true, and to provide the Corporation and the Agent with appropriate
      information in connection
therewith.

            


    

     

    
      	
              6.2  

            	
              Acknowledgments
      of the Subscriber

            


    

     

    The
Subscriber (on its own behalf and, if applicable, on behalf of the Disclosed
Principal) acknowledges and agrees as follows:

     

    
      	
              (a)      

            	
              The
      Subscriber acknowledges that the aggregate gross proceeds of the Offering
      will be up to US$5,000,000, that the Corporation
      is effecting a concurrent private placement of up to US$6,500,000
      aggregate principal amount of secured convertible debentures, convertible,
      subject to adjustment, at $1 per share, plus 3,076,190 common share
      purchase warrants convertible at prices from $1.25 to $1.75 for a period
      of 5 years from Closing, and that closing of the Offering is not
      conditional on the completion of such concurrent
  placement.

            


    

     

    
      	
              (b)      

            	
              No
      prospectus or registration statement has been filed with any Securities
      Regulators or the SEC in connection with the
  Offering.

            


    

     

    
      	
              (c)      

            	
              No
      securities commission, agency, governmental authority, regulatory body,
      stock exchange or other regulatory body has reviewed or passed on the
      merits of an investment in or endorsement of the
    Securities.

            


    

     

    
      	
              (d)      

            	
              The
      Securities will be subject to statutory resale restrictions under the
      Securities Laws and under other applicable securities laws, and the
      Subscriber covenants that it will not resell any Securities except in
      compliance with such laws and the Subscriber acknowledges that it is
      solely responsible (and neither the Corporation nor the Agent are in any
      way responsible) for such compliance.  There is currently no
      market for the Securities in Canada, and accordingly, the Securities
      offered hereunder may be subject to indefinite resale restrictions in
      Canada.  The Corporation may make a notation on its records or
      give instructions to any transfer agent of the Common Shares or Warrants
      in order to implement such resale
restrictions;

            


    

     

    
      
        
        

      

      
        - 14
-

        
          

        

      

      
        
        

      

    

     

    
      	
              (e)      

            	
              The
      Corporation may complete additional financings in the future in order to
      develop the business of the Corporation and fund its ongoing development,
      and such future financings may have a dilutive effect on current
      securityholders of the Corporation, including the Subscriber but there is
      no assurance that such financing will be available, on reasonable terms or
      at all, and if not available, the Corporation may be unable to fund its
      ongoing development;

            


    

     

    
      	
              (f)      

            	
              (A)
      The Securities have not been registered under the U.S. Securities Act, are
      being sold in reliance upon an exemption from registration afforded by
      Regulation S promulgated under the U.S. Securities Act; and the Securities
      have not been registered with any state securities commission or
      authority; (B) pursuant to the requirements of Regulation S, the
      Securities may not be transferred, sold or otherwise exchanged unless in
      compliance with the provisions of Regulation S and/or pursuant to
      registration under the U.S. Securities Act, or pursuant to an available
      exemption thereunder; and (C) the Corporation is under no obligation to
      register the Securities under the U.S. Securities Act or any state
      securities law, or to take any action to make any exemption from any such
      registration provisions available;

            


    

     

    
      	
              (g)      

            	
              The
      certificates (and any replacement certificates issued prior to the
      expiration of the applicable hold periods or ownership statements issued
      under a direct registry system or other electronic book entry system)
      representing the Shares and Warrants will bear, as of the Closing Date,
      legends substantially in the following form and with the necessary
      information inserted:

            


    

     

    “UNLESS
PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT
TRADE THE SECURITY BEFORE THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE LATER OF
(i) [INSERT THE DISTRIBUTION DATE], AND (ii) THE DATE THE ISSUER BECAME A
REPORTING ISSUER IN ANY PROVINCE OR TERRITORY.”

     

    
      	
              (h)      

            	
              In
      the event that holders of Warrants convert or exercise such securities
      prior to the expiry of the hold periods applicable thereto in Canada, the
      Warrant Shares will bear legends substantially in the following form and
      with the necessary information
inserted:

            


    

     

    
      
        
        

      

      
        - 15
-

        
          

        

      

      
        
        

      

    

     

    “UNLESS
PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT
TRADE THE SECURITY BEFORE THE DATE THAT IS 4 MONTHS AND A DAY AFTER (i) [INSERT
THE DISTRIBUTION DATE], AND (ii) THE DATE THE ISSUER BECAME A REPORTING ISSUER
IN ANY PROVINCE OR TERRITORY.”

     

    
      	
              (i)      

            	
              The
      certificates representing the Shares, Warrants and Warrant Shares
      originally issued to a person, other than a U.S. Person, a person in the
      United States or a person for the account or benefit of a U.S. Person or a
      person in the United States, as well as all certificates issued in
      exchange for or in substitution of the foregoing securities, shall bear
      the following additional legend:

            


    

     

    “THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN OFFERED AND SOLD IN AN
“OFFSHORE TRANSACTION” IN RELIANCE UPON REGULATION S AS PROMULGATED BY THE
SECURITIES AND EXCHANGE COMMISSION. ACCORDINGLY, THE SECURITIES REPRESENTED BY
THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE
“SECURITIES ACT”) AND MAY NOT BE TRANSFERRED OTHER THAN IN ACCORDANCE WITH
REGULATION S, PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT TO
AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, THE
AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY.
THE SECURITIES REPRESENTED BY THIS CERTIFICATE CANNOT BE THE SUBJECT OF HEDGING
TRANSACTIONS UNLESS SUCH TRANSACTIONS ARE CONDUCTED IN COMPLIANCE WITH THE
SECURITIES ACT.”

     

    
      	
              (j)      

            	
              The
      Subscriber (on its own behalf and, if applicable, on behalf of the
      Disclosed Principal) shall execute, deliver, file and otherwise assist the
      Corporation and the Agent with filing all documentation required by the
      Securities Laws to permit the subscription for the Units and the issuance
      of the Shares, Warrants or Warrant Shares, as may be
    required.

            


    

     

    
      	
              (k)      

            	
              The
      Corporation and the Agent are relying on the representations, warranties
      and covenants contained herein and in one of Schedule “A” or Schedule “B”
      attached hereto to determine the Subscriber’s eligibility to subscribe for
      the Units under the Securities Laws and the securities laws of the United
      States and the Subscriber agrees to indemnify the Corporation, the Agent
      and each of their respective directors and officers against all losses,
      claims, costs, expenses, damages or liabilities which any of them may
      suffer or incur as a result of or arising from reliance thereon. The
      Subscriber undertakes to immediately notify the Corporation and the Agent
      of any change in any statement or other information relating to the
      Subscriber set forth in such applicable Schedule which takes place prior
      to the Closing Time.

            


    

     

    
      
        
        

      

      
        - 16
-

        
          

        

      

      
        
        

      

    

     

    
      	
              (l)      

            	
              The
      Agent and/or its directors, officers, employees, agents and
      representatives assume no responsibility or liability of any nature
      whatsoever for the accuracy or adequacy of any publicly available
      information concerning the Corporation that is required to be disclosed or
      filed by the Corporation under the Securities Laws or any other applicable
      laws has been so disclosed or
filed.

            


    

     

    
      	
              (m)      

            	
              The
      Corporation is relying on an exemption from the requirement to provide the
      Subscriber with a prospectus under the Securities Laws and the securities
      laws of the United States and, as a consequence of acquiring the Units
      pursuant to such exemption, certain information, protections, rights and
      remedies provided by such securities laws will not be available to the
      Subscriber.

            


    

     

    
      	
              (n)      

            	
              The
      Subscriber and, if applicable, the Disclosed Principal are responsible for
      obtaining such legal and tax advice as they consider appropriate in
      connection with the execution, delivery and performance of this
      Subscription Agreement and the transactions contemplated under this
      Subscription Agreement.  The Subscriber and, if applicable, the
      Disclosed Principal, are not relying on the Corporation, the Agent or
      their respective affiliates or counsel in this
  regard.

            


    

     

    
      	
              (o)      

            	
              There
      is no government or other insurance covering the
    Securities.

            


    

     

    
      	
              (p)      

            	
              There
      are risks associated with the purchase of the Securities and the
      Subscriber and any beneficial purchaser for whom it is acting, including
      any Disclosed Principal, may lose his, her or its entire
      investment.

            


    

     

    
      	
              6.3  

            	
              Reliance
      on Representations, Warranties, Covenants and
    Acknowledgements

            


    

     

    The
Subscriber acknowledges and agrees (on its own behalf and, if applicable, on
behalf of the Disclosed Principal) that the representations, warranties,
covenants and acknowledgements made by the Subscriber in this Subscription
Agreement are made with the intention that they may be relied upon by the
Corporation and the Agent in determining the Subscriber’s eligibility (and, if
applicable, the eligibility of the Disclosed Principal) to purchase the Units
under the Securities Laws or other applicable securities laws. The Subscriber
further agrees that by accepting the Units, the Subscriber shall be representing
and warranting that such representations, warranties, acknowledgements and
covenants are true as at the Closing Time with the same force and effect as if
they had been made by the Subscriber at the Closing Time and that they shall
survive the purchase by the Subscriber of the Units and shall continue in full
force and effect notwithstanding any subsequent disposition by the Subscriber of
any of the Common Shares, Warrants or Warrant Shares.

     

    
      
        
        

      

      
        - 17
-

        
          

        

      

      
        
        

      

    

     

    ARTICLE
7 - SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS

     

    
      	
              7.1  

            	
              Survival
      of Representations, Warranties and Covenants of the
      Corporation

            


    

     

    The
representations, warranties, acknowledgements and covenants of the Corporation
contained in this Subscription Agreement shall survive the Closing and,
notwithstanding such Closing or any investigation made by or on behalf of the
Subscriber with respect thereto, shall continue in full force and effect for the
benefit of the Subscriber and the Agent.

     

    
      	
              7.2  

            	
              Survival
      of Representations, Warranties and Covenants of the
    Subscriber

            


    

     

    The
representations, warranties, acknowledgements and covenants of the Subscriber
contained in this Subscription Agreement shall survive the Closing and,
notwithstanding such Closing or any investigation made by or on behalf of the
Corporation with respect thereto, shall continue in full force and effect for
the benefit of the Corporation and the Agent.

     

    ARTICLE
8 - COMMISSION

     

    
      8.1          The
Subscriber understands that in connection with the issue and sale of the Units
pursuant to the Offering: (a) the Agent will receive from the Corporation on
Closing, a cash commission equal to 7% of the gross proceeds of the Offering and
(b) the Corporation will grant to the Agent warrants (the “Broker’s Warrants”) equal in
number to 10% of the number of Units sold pursuant to the
Offering.  Subject to anti-dilution provisions contained in the
instrument under which the Broker’s Warrants will be governed, each Broker
Warrant will entitle the Agent to purchase one Unit at an exercise price of
US$0.65 or such other price as may be prescribed by Toronto Stock Exchange for a
period of eighteen (18) months following the Closing Date.  No other
fee or commission is payable by the Corporation in connection with the
completion of the Offering.

    

     

    ARTICLE
9 - COLLECTION OF PERSONAL INFORMATION

     

    
      	
              9.1  

            	
              Collection
      of Personal Information

            


    

     

    The
Subscriber acknowledges that this Subscription Agreement and Schedule “A” hereto
require the Subscriber to provide certain personal information to the
Corporation.  Such information is being collected by the Corporation
for the purposes of completing the Offering, which includes, without limitation,
determining the Subscriber’s eligibility (or, if applicable, the eligibility of
the Disclosed Principal) to purchase the Units under applicable securities
legislation, preparing and registering certificates representing the Units to be
issued hereunder and completing filings required by any stock exchange or
securities regulatory authority.  The Subscriber’s personal
information (and, if applicable, the Disclosed Principal’s personal information)
may be disclosed by the Corporation to: (a) stock exchanges or securities
regulatory authorities, (b) the Corporation’s registrar and transfer agent, (c)
any government agency, board or other entity; and (d) any of the other parties
involved in the Offering, including the Corporation, the Agent and their
respective legal counsel, and may be included in record books in connection with
the Offering.  

     

    
      
        
        

      

      
        - 18
-

        
          

        

      

      
        
        

      

    

     

    By
executing this Subscription Agreement, the Subscriber (and, if applicable, the
Disclosed Principal) is deemed to be consenting to the foregoing collection, use
and disclosure of the Subscriber’s personal information (and, if applicable, the
Disclosed Principal’s personal information).  The Subscriber (and, if
applicable, the Disclosed Principal) also consents to the filing of copies or
originals of any of the documents described in Section 6.1(r) of this
Subscription Agreement as may be required to be filed with any stock exchange or
securities regulatory authority in connection with the transactions contemplated
hereby and consents to the disclosure of such information to the public through
the filing of a report of trade with applicable Securities
Regulators.  The Subscriber (and, if applicable, the Disclosed
Principal) further acknowledges that it has been notified by the Corporation of
and authorizes (a) the delivery to the Ontario Securities Commission (the “OSC”) of the full name,
residential address and telephone number of the Subscriber (and, if applicable,
the Disclosed Principal), the number and type of securities purchased, the total
purchase price, the exemption relied upon and the date of distribution; (b) that
this information is being collected indirectly by the OSC under the authority
granted to it in securities legislation; (c) that this information is being
collected for the purposes of the administration and enforcement of the
securities legislation of Ontario; and (d) that the Administrative Assistant to
the Director of Corporate Finance can be contacted at Ontario Securities
Commission, Suite 1903, Box 55, 20 Queen Street West, Toronto, Ontario M5H 3S8,
or at (416) 593-8086, regarding any questions about the OSC’s indirect
collection of this information.

     

    ARTICLE
10 - MISCELLANEOUS

     

    
      	
              10.1  

            	
              Further
      Assurances

            


    

     

    Each of
the parties hereto upon the request of each of the other parties hereto, whether
before or after the Closing Time, shall do, execute, acknowledge and deliver or
cause to be done, executed, acknowledged and delivered all such further acts,
deeds, documents, assignments, transfers, conveyances, powers of attorney and
assurances as may reasonably be necessary or desirable to complete the
transactions contemplated herein.

     

    
      	
              10.2  

            	
              Notices

            


    

     

    
      	
              (a)      

            	
              Any
      notice, direction or other instrument required or permitted to be given to
      any party hereto shall be in writing and shall be sufficiently given if
      delivered personally, or transmitted by facsimile tested prior to
      transmission to such party, as
follows:

            


    

     

    
      
        
        

      

      
        - 19
-

        
          

        

      

      
        
        

      

    

     

    
      	
              (i)      

            	
              in
      the case of the Corporation, to:

            


    

     

    
      	Firstgold Corp.
	3108
      Ponte Morino Drive, Suite 210
	Cameron
      Park
	CA  95682
	 
	Attention: 
      Mr.
      Steve Akerfeldt
	Fax: 
      (416)
      656-4519
	 
	with a copy
      to:
	 
	Stikeman Keeley
      Spiegel Pasternack LLP
	220 Bay
    Street
	Suite
  500
	Toronto, ON M5J
      2W4
	 
	Attention:  Robert
      Spiegel
	Fax:
       (416)
    365-1813


    

     

    
      	
              (ii)     

            	
              in
      the case of the Subscriber, at the address specified on the face page
      hereof;

            


    

     

    
      	
              (iii)    

            	
              in
      the case of the Agent, to:

            


    

     

    
      	D&D Securities
      Company
	150 York Street,
      Suite 1714
	Toronto,
      Ontario
	
              M5H
      3S5

            
	 
	Attention: 
      Bob
      Rose
	Fax: 
      (416)
      363.3316


    

     

    
      	
              (b)      

            	
              Any
      such notice, direction or other instrument, if delivered personally, shall
      be deemed to have been given and received on the day on which it was
      delivered, provided that if such day is not a Business Day then the
      notice, direction or other instrument shall be deemed to have been given
      and received on the first Business Day next following such day and if
      transmitted by fax, shall be deemed to have been given and received on the
      day of its transmission, provided that if such day is not a Business Day
      or if it is transmitted or received after the end of normal business hours
      then the notice, direction or other instrument shall be deemed to have
      been given and received on the first Business Day next following the day
      of such transmission.

            


    

     

    
      	
              (c)      

            	
              Any
      party hereto may change its address for service from time to time by
      notice given to each of the other parties hereto in accordance with the
      foregoing provisions.

            


    

     

    
      
        
        

      

      
        - 20
-

        
          

        

      

      
        
        

      

    

     

    
      	
              10.3  

            	
              Time
      of the Essence

            


    

     

    Time
shall be of the essence of this Subscription Agreement and every part
hereof.

     

    
      	
              10.4  

            	
              Costs
      and Expenses

            


    

     

    All costs
and expenses (including, without limitation, the fees and disbursements of legal
counsel) incurred in connection with this Subscription Agreement and the
transactions herein contemplated shall be paid and borne by the party incurring
such costs and expenses.

     

    
      	
              10.5  

            	
              Applicable
      Law

            


    

     

    This
Subscription Agreement shall be construed and enforced in accordance with, and
the rights of the parties shall be governed by, the laws of the Province of
Ontario and the federal laws of Canada applicable therein. Any and all disputes
arising under this Subscription Agreement, whether as to interpretation,
performance or otherwise, shall be subject to the non-exclusive jurisdiction of
the courts of the Province of Ontario and each of the parties hereto hereby
irrevocably attorns to the jurisdiction of the courts of the Province of Ontario
and waives objection to the venue of any proceeding in such court or that such
court provides an inconvenient forum.

     

    
      	
              10.6  

            	
              Entire
      Agreement

            


    

     

    This
Subscription Agreement, including the Schedules hereto, constitutes the entire
agreement between the parties hereto with respect to the transactions
contemplated herein and cancels and supersedes any prior understandings,
agreements, negotiations and discussions between the parties. There are no
representations, warranties, terms, conditions, undertakings or collateral
agreements or understandings, express or implied, between the parties hereto
other than those expressly set forth in this Subscription Agreement or in any
such agreement, certificate, affidavit, statutory declaration or other document
as set out in this Subscription Agreement. This Subscription Agreement may not
be amended or modified in any respect except by written instrument executed by
each of the parties hereto.

     

    
      	
              10.7  

            	
              Counterparts

            


    

     

    This
Subscription Agreement may be executed in two or more counterparts, each of
which shall be deemed to be an original and all of which together shall
constitute one and the same Subscription Agreement. Counterparts may be
delivered either in original or faxed form and the parties adopt any signature
received by a receiving fax machine as original signatures of the
parties.

     

    
      	
              10.8  

            	
              Assignment

            


    

     

    This
Subscription Agreement may not be assigned by either party except with the prior
written consent of the other parties hereto.

     

    
      
        
        

      

      
        - 21
-

        
          

        

      

      
        
        

      

    

     

    
      	
              10.9  

            	
              Enurement

            


    

     

    This
Subscription Agreement shall enure to the benefit of and be binding upon the
parties hereto and their respective heirs, executors, successors (including any
successor by reason of the amalgamation or merger of any party), administrators
and permitted assigns.

     

    
      	
              10.10  

            	
              Beneficial
      Subscribers

            


    

     

    Whether
or not explicitly stated in this Subscription Agreement, any acknowledgement,
representation, warranty, covenant or agreement made by the Subscriber in this
Subscription Agreement, including the Schedules will be treated as if made by
the Disclosed Principal, if any.

     

    
      	
              10.11  

            	
              Language
      of Documents

            


    

     

    It is the
express wish of the parties to this Agreement that this Agreement and all
related documents be drafted in English.  Les parties aux présentes
conviennent et exigent que cette convention ainsi que tous les documents s'y
rattachant soient rédigés en langue Anglais.

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        - 22
-

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
“A”

    REPRESENTATION
LETTER

     

    
      	 TO: 	 Firstgold Corp. (the
      “Corporation”)
	 	 
	 AND TO:	 D&D Securities Company
      (the “Agent”)


    

     

    In
connection with the agreement to purchase Units by the undersigned Subscriber
or, if applicable, the Disclosed Principal on whose behalf the undersigned is
purchasing as agent, the Subscriber hereby represents, warrants, covenants and
certifies to the Corporation and the Agent that:

     

    1.      The
undersigned Subscriber is resident in the jurisdiction set out as the
"Subscriber's Residential Address" on the face page of the Subscription
Agreement and, if the undersigned Subscriber is acting as agent for a Disclosed
Principal, the Disclosed Principal is resident in the jurisdiction set out at
the "Disclosed Principal's Residential Address" on the face page of the
Subscription Agreement.

     

    2.      The
undersigned Subscriber or, if the Subscriber is acting as agent for a Disclosed
Principal, the Disclosed Principal is purchasing the Units as principal for its
own account (NOTE: For this purpose, a trust company or trust corporation
described in paragraph (p) in Appendix “I” to this Representation Letter (other
than a trust company or trust corporation registered under the laws of Prince
Edward Island that is not registered or authorized under the Trust and Loan Companies Act
(Canada) or under comparable legislation in another jurisdiction of Canada) and
a person described in paragraph (q) in Appendix “I” to this Representation
Letter is deemed to be purchasing as principal).

     

    3.     The
undersigned Subscriber (or if the undersigned Subscriber is purchasing as agent
for a Disclosed Principal, the Disclosed Principal) is and will be at the
Closing Time an “accredited investor” within the meaning of NI 45-106 by virtue
of satisfying the indicated criterion as set out in Appendix “I” to this
Representation Letter.

     

    4.     The
undersigned Subscriber (or if the undersigned Subscriber is purchasing as agent
for a Disclosed Principal, the Disclosed Principal) was not created or used
solely to purchase or hold securities as described in paragraph (m) of the
definition of "accredited investor" in NI 45-106.

     

    5.     Upon
execution of this Schedule “A” by the Subscriber, this Schedule “A” shall be
incorporated into and form a part of the Subscription Agreement to which this
Schedule is attached.

     

    
      
        
          	
                  Dated:                                                          
      , 2008

                	 	 	 
	 	 	Print
      name of Subscriber, or person signing as agent for the Disclosed
      Principal	 
	 	 	 	 
	 	 	 	 
	 	 	/s/	 
	 	 	Signature	 
	 	 	 	 
	 	 	 	 
	 	 	Print
      name of Signatory (if different from Subscriber or agent, as
      applicable)	 
	 	 	 	 
	 	 	 	 
	 	 	Title	 


        

      

       

    

    **
PLEASE INITIAL THE APPLICABLE PROVISION IN APPENDIX “I” ON THE FOLLOWING PAGES
**

     

    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    

     

    APPENDIX
“I”

     

    TO
SCHEDULE “A”

     

    
      	
              NOTE:

            	
              THE
      INVESTOR MUST INITIAL BESIDE THE APPLICABLE PORTION OF THE DEFINITION
      BELOW.

            


    

     

    Accredited Investor - (defined
in NI 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 of
      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 of 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’ile de Montréal or an intermuncipal 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) or 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, directly
      or indirectly, financial assets having an aggregate realizable value that
      before taxes, but net of any related liabilities, exceeds $1,000,000;
      or

               

              **Note:
      if individual accredited investors wish to purchase through wholly-owned
      holding companies or similar entities, such purchasing entities must
      qualify under (t) below, which must be initialled.

               

            
	
                                        

            	
              (k) an
      individual whose net income before taxes exceeded $200,000 in each of the
      2 most recent calendar years or whose net income before taxes combined
      with that of a spouse exceeded $300,000 in each of the 2 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 (t) below, which must be initialled.

               

            


    

     

    
      
        
        

      

      
        I-1

        
          

        

      

      
        
        

      

    

     

    
      	
                                        

            	
              (l) an
      individual who, either alone or with a spouse, has net assets of at least
      $5,000,000; or

               

              **Note:
      if individual accredited investors wish to purchase through wholly-owned
      holding companies or similar entities, such purchasing entities must
      qualify under (t) below, which must be initialled.

               

            
	
                                        

            	
              (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 [Minimum amount
      investment] of NI 45-106, and 2.19 [Additional investment in
      investment funds] of NI 45-106, or

              (iii)   a person
      described in paragraph (i) or (ii) that acquires or acquired securities
      under section 2.18 [Investment fund
      reinvestment] of NI 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;
      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:

               

              (i)     an
      accredited investor, or

              (ii)    an
      exempt purchaser in Alberta or British Columbia after NI 45-106 came into
      force.

            


    

     

    
      
        
        

      

      
        I-2

        
          

        

      

      
        
        

      

    

     

    For
the purposes hereof:

     

    an issuer
is an “affiliate” of
another issuer if

     

    
      	
              (a)    

            	
              one
      of them is the subsidiary of the other,
or

            


    

     

    
      	
              (b)    

            	
              each
      of them is controlled by the same
person;

            


    

     

    “bank” means a bank named in
Schedule I or II of the Bank
Act (Canada);

     

    “Canadian financial
institution” means

     

    
      	
              (a)    

            	
              an
      association governed by the Cooperative Credit
      Associations Act (Canada) or a central cooperative credit society
      for which an order has been made under section 473(1) of that Act,
      or

            


    

     

    
      
        	
                (b)    

              	
                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 in
Canada;

              


      

    

     

    “company” means any
corporation, incorporated association, incorporated syndicate or other
incorporated organization;

     

    a person
(first person) is considered to “control” another person
(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
      first person holds more than 50% of the interests of the partnership,
      or

              


      

    

     

    
      
        	
                (c)    

              	
                the
      second person is a limited partnership and the general partner of the
      limited partnership is the first
person;

              


      

    

     

    “director” means

     

    
      
        	
                (a)    

              	
                a
      member of the board of directors of a company or an individual who
      performs similar functions for a company,
and

              


      

    

     

    
      
        
        

      

      
        I-3

        
          

        

      

      
        
        

      

    

     

    
      
        	
                (b)    

              	
                with
      respect to a person that is not a company, an individual who performs
      functions similar to those of a director of a
  company;

              


      

    

     

    “entity” means a company,
syndicate, partnership, trust or unincorporated organization;

     

    “financial assets”
means

     

    
      	
              (a)    

            	
              cash,

            


    

     

    
      	
              (b)    

            	
              securities,
      or

            


    

     

    
      
        	
                (c)    

              	
                a
      contract of insurance, a deposit or an evidence of a deposit that is not a
      security for the purposes of securities
  legislation;

              


      

    

     

    “foreign jurisdiction” means a
country other than Canada or a political subdivision of a country other than
Canada;

     

    “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;

     

    “investment fund” means a
mutual fund or non-redeemable investment fund, and, for greater certainty, in
British Columbia includes an employee venture capital corporation that does not
have a restricted constitution, and is registered under Part 2 of the Employee Investment Act
(British Columbia), R.S.B.C. 1996 c. 112, and whose business objective is making
multiple investments and a venture capital corporation registered under Part 1
of the Small Business Venture
Capital Act (British Columbia), R.S.B.C. 1996 c.429 whose business
objective is making multiple investments;

     

    “jurisdiction” means a province
or territory of Canada except when used in the term “foreign
jurisdiction”;

     

    “individual” means a natural
person, but does not include

     

    
      
        	
                (a)    

              	
                a
      partnership, unincorporated association, unincorporated syndicate,
      unincorporated organization or a trust,
or

              


      

    

     

    
      
        	
                (b)    

              	
                a
      natural person in his or her capacity as trustee, executor, administrator
      or other legal personal
representative;

              


      

    

     

    
      
        
        

      

      
        I-4

        
          

        

      

      
        
        

      

    

     

    “mutual fund” includes an
issuer whose primary purpose is to invest money provided by its security holders
and whose securities entitle the holder to receive on demand, or within a
specified period after demand, an amount computed by reference to the value of a
proportionate interest in the whole or in a part of the net assets, including a
separate fund or trust account, of the issuer of the securities;

     

    “non-redeemable investment
fund” means an issuer,

     

    
      	
              (a)    

            	
              whose
      primary purpose is to invest money provided by its
      securityholders,

            


    

     

    
      	
              (b)    

            	
              that
      does not invest,

            


    

     

    
      
        	
                (A)    

              	
                for
      the purpose of exercising or seeking to exercise control of an issuer,
      other than an issuer that is a mutual fund or a non-redeemable investment
      fund, or

              


      

    

     

    
      
        	
                (B)    

              	
                for
      the purpose of being actively involved in the management of any issuer in
      which it invests, other than an issuer that is a mutual fund or a
      non-redeemable investment fund,
and

              


      

    

     

    
      	
              (c)    

            	
              that
      is not a mutual fund;

            


    

     

    “person” includes

     

    
      	
              (a)    

            	
              an
      individual,

            


    

     

    
      	
              (b)    

            	
              a
      corporation,

            


    

     

    
      
        	
                (c)    

              	
                a
      partnership, trust, fund and an association, syndicate, organization or
      other organized group of persons, whether incorporated or not,
      and

              


      

    

     

    
      
        	
                (d)    

              	
                an
      individual or other person in that person’s capacity as a trustee,
      executor, administrator or personal or other legal
      representative;

              


      

    

     

    “regulator” means, for the
local jurisdiction, the person referred to in Appendix D of National Instrument
14-101 “Definitions” (“NI
14-101”) opposite the name of the local jurisdiction;

     

    “related liabilities”
means:

     

    
      
        	
                (a)    

              	
                liabilities
      incurred or assumed for the purpose of financing the acquisition or
      ownership of financial assets;
or

              


      

    

     

    
      	
              (b)    

            	
              liabilities
      that are secured by financial
assets;

            


    

     

    “Schedule III bank” means an
authorized foreign bank named in Schedule III of the Bank Act
(Canada);

     

    “securities legislation” means,
for the local jurisdiction, the instruments listed in Appendix B of NI 14-101
opposite the name of the local jurisdiction

     

    
      
        
        

      

      
        I-5

        
          

        

      

      
        
        

      

    

     

    “securities regulatory
authority” means, for the local jurisdiction, the securities commission
or similar regulatory authority listed in Appendix C of NI 14-101 opposite the
name of the local jurisdiction;

     

    “spouse” means an individual
who,

     

    
      
        	
                (a)    

              	
                is
      married to another individual and is not living separate and apart within
      the meaning of the Divorce Act (Canada),
      from the other individual,

              


      

    

     

    
      
        	
                (b)    

              	
                is
      living with another individual in a marriage-like relationship, including
      a marriage-like relationship between individuals of the same gender,
      or

              


      

    

     

    
      
        	
                (c)    

              	
                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);
and

              


      

    

     

    “subsidiary” means an issuer
that is controlled directly or indirectly by another issuer and includes a
subsidiary of that subsidiary.

     

    
      
        
        

      

      
        I-6

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
“B”

     

    CERTIFICATE

     

    ADDITIONAL
REPRESENTATIONS, WARRANTIES AND COVENANTS

     

    FOR
NON-CANADIAN SUBSCRIBERS

     

    (OTHER
THAN U.S. SUBSCRIBERS)

     

    The
Subscriber, on its own behalf and (if applicable) on behalf of others for whom
it is acting hereunder, further represents, warrants and covenants to and with
the Corporation and the Agent and their respective counsel (and acknowledges
that the Corporation, the Agent and their respective counsel are relying
thereon) that it is, and (if applicable) any beneficial purchaser for whom it is
acting hereunder is, a resident of, or otherwise subject to, the securities
legislation of a jurisdiction other than Canada or the United States,
and:

     

    
      	
              (a)      

            	
              the
      Subscriber is, and (if applicable) any other purchaser for whom it is
      acting hereunder, is:

            


    

     

    
      	
              (i)      

            	
              a
      purchaser that is recognized by the securities regulatory authority in the
      jurisdiction in which it is, and (if applicable) any other purchaser for
      whom it is acting hereunder is resident or otherwise subject to the
      securities laws of such jurisdiction as an exempt purchaser and is
      purchasing the Units as principal for its, or (if applicable) each such
      other purchaser’s, own account, and not for the benefit of any other
      person, for investment only and not with a view to resale or distribution
      and no other person, corporation, firm or other organization has a
      beneficial interest in the said securities being purchased, or purchasing
      the securities as agent or trustee for the principal disclosed on the
      cover page of this Agreement and each disclosed principal for whom the
      Subscriber is acting is purchasing as principal for its own account, and
      not for the benefit of any other person, and is purchasing for investment
      only and not a view to resale or distribution;
  or

            


    

     

    
      	
              (ii)      

            	
              a
      purchaser which is purchasing Units pursuant to an exemption from any
      prospectus or securities registration requirements (particulars of which
      are enclosed herewith) available to the Corporation, the Agent, the
      Subscriber and any such other purchaser under applicable securities laws
      of their jurisdiction of residence or to which the Subscriber and any such
      other purchaser are otherwise subject to, and the Subscriber and any such
      other purchaser shall deliver to the Corporation and the Agent such
      further particulars of the exemption and their qualification thereunder as
      the Corporation or the Agent may reasonably
  request;

            


    

     

    
      	
              (b)      

            	
              the
      purchase of Units by the Subscriber, and (if applicable) each such other
      purchaser, does not contravene any of the applicable securities laws in
      such jurisdiction and does not trigger: (i) any obligation of the
      Corporation to prepare and file a prospectus, an offering memorandum or
      similar document, or (ii) any obligation of the Corporation to make any
      filings with or seek any approvals of any kind from any regulatory body in
      such jurisdiction or any other ongoing reporting requirements with respect
      to such purchase or otherwise; or (iii) any registration or other
      obligation on the part of the Corporation or the
  Agent;

            


    

     

    
      
        
        

      

      
        B-1

        
          

        

      

      
        
        

      

    

     

    
      	
              (c)      

            	
              all
      acts of solicitation, conduct or negotiations directly or indirectly in
      furtherance of the purchase of securities occurred outside of Canada and
      the United States;

            


    

     

    
      	
              (d)      

            	
              no
      offer was made to the Subscriber in Canada or the United States and the
      buy order in respect of the subscription was not placed from within Canada
      or the United States;

            


    

     

    
      	
              (e)      

            	
              the
      Subscriber is knowledgeable of, and has been independently advised as to,
      the securities laws of such jurisdiction as applicable to this
      Subscription Agreement; and

            


    

     

    
      	
              (f)      

            	
              the
      Subscriber, and (if applicable) any other purchaser for whom it is acting
      hereunder will not sell or otherwise dispose of any the Shares, Warrants
      and Warrant Shares underlying the Units (the “Underlying Securities”),
      except in accordance with applicable Canadian securities laws, and if the
      Subscriber, or (if applicable) such beneficial purchaser sell or otherwise
      dispose of Underlying Securities to a person other than a resident of
      Canada, the Subscriber, and (if applicable) such beneficial purchaser,
      will obtain from such purchaser representations, warranties and covenants
      in the same form as provided in this Schedule “B” and shall comply with
      such other requirements as the Corporation may reasonably
      require.

            


    

     

    


     

    Dated at
_______________ this ____ day of ____________, 2008.

     

    
      	 	 
	 	
              Name
      of Subscriber

            
	 	 
	 	 
	
               

            	 Signature
      of Subscriber
	 	 
	 	 
	 	 Title
      of Subscriber
	 	 


    

     

    
      
        
        

      

      
        B-2

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
“C”

    TERM
SHEET

    


    FIRSTGOLD
CORP.

    UP
TO US$5,000,000

    


    PRIVATE
PLACEMENT OF UNITS

     

    
      
        

      

    

     

    
      	
              Issuer:

            	
              Firstgold
      Corp. (the “Corporation”)

            
	
              Issue:

            	
              Up
      to 7,692,307 Units (the “Units”), each Unit
      consisting of one common share in the capital of the Corporation (each, a
      “Share”) and
      one-half of one common share purchase warrant (each whole warrant, a
      “Warrant”).

            
	
              Warrants:

            	
              Each
      whole Warrant will entitle the holder thereof to purchase one common share
      of the Corporation (each, a “Warrant Share”) at a
      price of US$0.80 per Warrant Share (the “Exercise Price”) for a
      period of 18 months from the closing date.

            
	
              Amount:

            	
              Up
      to US$5,000,000.

            
	
              Issue
      Price:

            	
              US$0.65
      per Unit.

            
	
              Form
      of Financing:

            	
              Best
      efforts agency private placement to institutional and “accredited”
      investors in Canada.

            
	
              Agent:

            	
              D&D
      Securities Company

            
	
              Use
      of Proceeds:

            	
              The
      net proceeds of the offering shall be used for exploration and development
      of the Corporation’s Relief Canyon project, as well as for general and
      administrative expenses.

            
	
              Hold
      Period:

            	
              The
      Shares, Warrants and Warrant Shares will be subject to applicable hold
      periods in Canada and the United States. In Canada the hold period is four
      months from the date the Company becomes a reporting issuer and in the
      United States the hold period is six months from the date of Closing for
      the Shares so long as the Corporation maintains its public information
      requirements.

            
	
              Fees:

            	
              Fees
      equal to 7.0% cash commission based on the gross proceeds raised in the
      Financing and 10.0% Broker’s Warrants (calculated on the basis of the
      number of Units issued upon closing of the Financing) with each broker
      warrant entitling the holder to purchase one Common Share and one-half of
      one Warrant at an exercise price equal to the offering price of the Units
      and expiring 18 months from closing of the Offering.

            
	
              Closing:

            	
              On
      or about February 15, 2008 or as the Corporation and the Agent may
      otherwise agree.

            


    

    


    
 

     

     

     

     

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