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AMG OIL LTD. SUBSCRIPTION AGREEMENT

TO:          
AMG Oil Ltd. (the Corporation)

The undersigned (hereinafter referred to as the
Subscriber) hereby irrevocably subscribes for and agrees to purchase
the number of units (Units) of the Corporation set forth below for the
aggregate subscription price set forth below, representing a subscription price
of US$0.25 per Unit, upon and subject to the terms and conditions set forth in
Terms and Conditions of Subscription attached hereto (together with this page
and the attached Schedules, the Subscription Agreement). Each Unit
consists of one common share (Common Share) in the capital of the
Corporation and one half of one transferable Common Share purchase warrant (each
whole such purchase warrant a Warrant). Each whole Warrant shall be
exercisable into one additional Common Share of the Corporation (Warrant
Share) at an exercise price of US$0.50 per Warrant Share for a period of
two years from the date of issuance.

The Subscriber agrees to be bound by the Terms and Conditions
of Subscription attached hereto and agrees that the Corporation may rely upon
the covenants, representations and warranties contained in the Subscription
Agreement. In addition to the face page, the Subscriber must also complete all
applicable schedules attached hereto. All dollar values referred to in this
Subscription Agreement are Canadian dollars unless otherwise indicated.

Name and Address of Subscriber:

Details of Subscriber:**Number of Units:**
      _____________________________________(Name of Subscriber - please print)By:   _________________________________________
    
    Aggregate Subscription Price:
      __________________________(Authorized Signature)
    
    (the Subscription Price)Details of Beneficial Purchaser (if not the same
      as(Official Capacity or Title - please print)
    
    Subscriber):(Please print name of individual whose signature
    
    (Name of Beneficial Purchaser)appears above if different than the name of theSubscriber printed above.)(Beneficial Purchasers Address)(Subscribers Address)(Beneficial Purchasers Telephone Number)(Telephone Number)(E-Mail Address)


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Register the Units as set forth below:
    
    Deliver the Units as set forth below:(Name)
    
    (Name)(Account reference,
      if applicable)
    
    (Account reference, if applicable)(Address)
    
    (Contact Name)(Address
    
    (Address)(Address)


ACCEPTANCE:The undersigned hereby accepts the above
      subscription on the terms and conditions contained in the Subscription
      Agreement.AMG OIL LTD.Per:             
       __________________________________________                        
      Date: ________________________________________Authorized Signatory


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Terms and Conditions of Subscription

Subscription

|1. | The Subscriber hereby irrevocably subscribes for and agrees to purchase the number of Units set on the cover page hereof. The Subscriber acknowledges and agrees that the issue and sale of the Units is conditional upon the
acceptance of this Subscription Agreement by the Corporation. It is understood and agreed that this Subscription Agreement and the Subscription Price shall be returned without interest or deduction to the Subscriber at the address indicated above if
the subscription is not accepted by the Corporation.
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|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|2. | The Subscriber tenders herewith the Subscription Price by wire transfer in accordance with the instructions contained in Schedule D hereto and acknowledges that the issuance of the Common Shares and Warrants shall take
place forthwith after acceptance by the Corporation.                                                                                                                                                                                                                                                           

Representations and Warranties of the Subscriber

|3. | The Subscriber represents and warrants to the Corporation as follows and acknowledges that the Corporation is relying on such representations and warranties in accepting this subscription:
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|   |                                                                                                                                                                                             
|   | (a)                                                                                                                                                                                         
|   |                                                                                                                                                                                             
|   | (b)                                                                                                                                                                                         
|   |                                                                                                                                                                                             
|   | (c)                                                                                                                                                                                         
|   |                                                                                                                                                                                             
|   | (d)                                                                                                                                                                                         
|   |                                                                                                                                                                                             
|   | (e)                                                                                                                                                                                         
|   |                                                                                                                                                                                             
|   | (f)                                                                                                                                                                                         

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| | (g) | all prior agreements between Corporation and the
      Subscriber, including any prior subscription agreements, shareholders
      agreements or other documents, are hereby terminated, superseded and
      replaced by this Subscription Agreement;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (h) | if the Subscriber is a resident in a province or
      territory of Canada, the Subscriber has completed and duly executed a copy
      of the Accredited Investor Certificate, which is attached to this
      Subscription Agreement as Schedule A;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (i) | the Subscriber hereby acknowledges the volatile nature of
      investments in the junior oil and gas exploration sector and the
      consequent potential that the entire investment in the Corporation could
      be lost as a result of the inherent risks associated with such investments
      as well as the uncertainty in procuring adequate and ongoing funding
      required by the Corporation to bring any project to profitable production.
      The Subscriber has been referred to the Form 20-F Report for a full
      discussion of such risks. The Subscriber further hereby acknowledges and
      agrees that it has not relied in any manner upon the information and/or
      advice given by the Corporation or any subsidiary thereof in the
      preparation, negotiation and/or implementation of this subscription and
      has taken all reasonable actions to satisfy itself as to the consequences
      of entering into this subscription and any decision taken by it to invest
      in the Corporation is as a result of its own investigations of the
      information provided by the Corporation and from no other
source;
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (j) | the Subscriber confirms that:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     | (iv)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     | (v)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     | (vi)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (k) | the Subscriber acknowledges that the offer and sale of
      the Units has not been registered under the U.S. Securities Act or the
      securities laws of any state of the United States, that the Units may not
      be offered or sold, directly or indirectly, in the United States except
      pursuant to registration under the U.S. Securities Act and the securities
      laws of all applicable states or available exemptions therefrom and the
      Corporation has no obligation or present intention of filing a
      registration statement under the U.S. Securities Act or any state
      securities laws in respect of any of the Units;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (l) | if the Subscriber is not a resident of Canada and is not
      a resident of the United States, or otherwise not subject to the
      securities laws of any of the provinces of Canada, the Subscriber has
      completed and duly executed a copy of the International Subscriber
      Certificate, which is attached to this Subscription Agreement as Schedule
      B;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (m) | every Subscriber that is not a resident of Canada or the
      United States represents and warrants the following:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

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| |       | 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;                                                                                                                                                                                                                            
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| |       |                                                                                                                                                                                                                                                                                                                                                                                                       
| | (iii) | is knowledgeable of, or has been independently advised as
      to, the applicable securities laws of the securities regulatory
      authorities (the Authorities) having application in the
      jurisdiction in which the Subscriber is resident (the International
      Jurisdiction) which would apply to the acquisition of the
      Subscribers Units;                                 
| |       |                                                                                                                                                                                                                                                                                                                                                                                                       
| | (iv)  | the Subscriber is purchasing the Units pursuant to
      exemptions from all prospectus and registration requirements, or
      equivalent requirements, under applicable securities laws or the
      Subscriber is permitted to purchase the Units under the applicable
      securities laws of the Authorities in the International Jurisdiction
      without the need to rely on any exemptions;
| |       |                                                                                                                                                                                                                                                                                                                                                                                                       
| | (v)   | the applicable securities laws of the Authorities in the
      International Jurisdiction do not require the Corporation to make any
      filings or seek any approvals of any kind whatsoever from any Authority of
      any kind whatsoever in the International Jurisdiction in connection with
      the issue and sale or resale of the Units; and                                             
| |       |                                                                                                                                                                                                                                                                                                                                                                                                       
| | (vi)  | the purchase of the Units by the Subscriber does not
      trigger:                                                                                                                                                                                                                                                                                                                                   
| |       |                                                                                                                                                                                                                                                                                                                                                                                                       
| |       | (1)                                                                                                                                                                                                                                                                                                                                                                                                   
| |       |                                                                                                                                                                                                                                                                                                                                                                                                       
| |       | (2)                                                                                                                                                                                                                                                                                                                                                                                                   
| |       |                                                                                                                                                                                                                                                                                                                                                                                                       
| |       | (3)                                                                                                                                                                                                                                                                                                                                                                                                   

| | (n) | the Subscriber has not made its decisions to purchase the
      Units through or as a result of any general solicitation or general
      advertising, including articles, notices, investor presentations or other
      communications published in a newspaper, magazine or similar media or any
      seminar or meeting whose attendees have been invited by general
      solicitation or general advertising and the distribution of the Units has
      not been 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;
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (o) | no person has made any written or oral
      representations:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |     | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (p) | None of the funds being used to purchase the Units are,
      to the Subscribers knowledge, proceeds obtained or derived, directly or
      indirectly, as a result of illegal activities.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

By accepting the Units, the Subscriber
shall be representing and warranting that the foregoing representations and
warranties are true and correct as at the time of completion of the subscription
for Units on the date of acceptance of this Subscription by the Corporation,
with the same force and effect as if they had been made by the Subscriber at
such time and shall in each case survive the closing of the transactions
contemplated hereby notwithstanding any subsequent disposition by the Subscriber
of the Units.

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Representations, Warranties and Covenants of the Corporation

|4. | The Corporation represents and warrants to the Subscriber
      as follows and acknowledges that the Subscriber is relying on such
      representations and warranties in accepting this subscription:
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|   |                                                                                                                                                                                                        
|   | (a)                                                                                                                                                                                                    
|   |                                                                                                                                                                                                        
|   | (b)                                                                                                                                                                                                    
|   |                                                                                                                                                                                                        
|   | (c)                                                                                                                                                                                                    
|   |                                                                                                                                                                                                        
|   | (d)                                                                                                                                                                                                    
|   |                                                                                                                                                                                                        
|   | (e)                                                                                                                                                                                                    

Acknowledgments and Covenants of the Subscriber

|5. | The Subscriber acknowledges and covenants that:
|-- | -----------------------------------------------
|   |                                                
|   | (a)                                            
|   |                                                
|   | (b)                                            
|   |                                                
|   | (c)                                            
|   |                                                
|   |                                                
|   |                                                
|   | (d)                                            
|   |                                                
|   | (e)                                            

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| | (f) | the Units subscribed for by the Subscriber do not form
      part of an offering of a larger number of Units;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (g) | the Subscriber is responsible for obtaining such legal
      advice as the Subscriber considers appropriate in connection with the
      execution, delivery and performance of this Subscription Agreement and any
      subsequent transfer or resale of the Common Shares, Warrants or Warrant
      Shares;                                                                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (h) | the Subscriber has such knowledge and experience in
      financial and business affairs as to be capable of evaluating the merits
      and risks of the investment in the Corporation and is able to bear the
      economic risk of loss of such investment. The Subscriber acknowledges and
      agrees that it is responsible for obtaining such legal, investment,
      accounting and tax advice as the Subscriber considers appropriate in
      connection with the execution, delivery and performance by it of this
      Subscription Agreement and the transactions contemplated
  hereunder;
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (i) | the Subscriber understands that (i) there is no right to
      demand any distribution from the Corporation, (ii) it is not anticipated
      that there will be any public market for the Common Shares, Warrants or
      Warrant Shares and (iii) it may not be possible to sell or dispose of the
      Common Shares, Warrants or Warrant Shares; and                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (j) | the Subscriber agrees to comply with all applicable laws
      of its jurisdiction of incorporation/residence in connection with this
      Subscription Agreement and the issuance of the Common Shares, Warrants and
      Warrant Shares hereunder.                                                                                                                                                                                                                                                                                                                                                      

Restrictions under the U.S. Securities Act

|6. | The Subscriber acknowledges and agrees that the Common
      Shares, Warrants and Warrant Shares will not be offered and sold to the
      Subscriber without such offer and sale being registered under the U.S.
      Securities Act and will be issued to the Subscriber in an offshore
      transaction outside of the United States in accordance with a safe harbour
      from the registration requirements of the U.S. Securities Act provided by
      Rule 903 of Regulation S of the U.S. Securities Act based on the
      representations and warranties of the Subscriber in this Agreement. As
      such, the Subscriber acknowledges that Common Shares, Warrants and Warrant
      Shares may not be offered, resold, pledged or otherwise transferred except
      through an exemption from registration under the U.S. Securities Act or
      pursuant to an effective registration statement under the U.S. Securities
      Act and in accordance with all applicable state securities laws and the
      laws of any other jurisdiction. Further, the Subscriber acknowledges that
      the Warrants cannot be exercised unless pursuant to the provisions of
      Regulation S of the U.S. Securities Act, pursuant to an exemption from
      registration under the U.S. Securities Act or pursuant to an effective
      registration statement under the U.S. Securities Act, and in each case in
      accordance with all applicable state securities laws and the laws of any
      other jurisdiction. The Subscriber agrees to resell the Common Shares,
      Warrants and Warrant Shares only in accordance with the provisions of
      Regulation S of the U.S. Securities Act, pursuant to registration under
      the U.S. Securities Act, or pursuant to an available exemption from
      registration pursuant to the U.S. Securities Act. The Subscriber agrees
      that the Corporation may refuse to register any transfer of the Common
      Shares, Warrants and Warrant Shares not made in accordance with the
      provisions of Regulation S of the U.S. Securities Act, pursuant to
      registration under the U.S. Securities Act, pursuant to an available
      exemption from registration. The Subscriber agrees that Corporation may
      require the opinion of legal counsel reasonably acceptable to the
      purchaser in the event of any offer, sale, pledge or transfer of any of
      the Common Shares, Warrants and Warrant Shares by Subscriber pursuant to
      an exemption from registration under the U.S. Securities Act. The
      Subscriber acknowledges that the purchaser has no obligation to register
      the resale of any of the Common Shares, Warrants and Warrant Shares by the
      Subscriber pursuant to the U.S. Securities Act. The Subscriber
      acknowledges and agrees that the Corporation was a shell company as
      defined under the U.S. Securities Act until August 31, 2009 and, as a
      consequence, the Subscriber will not be entitled to resell any of Common
      Shares, Warrants and Warrant Shares issued to them in the United States
      within the period of one year following the date that the Corporation
      files a Form 10 Information, as defined in Rule 144 under the U.S.
      Securities Act, with the United States Securities and Exchange
      Commission.
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The certificates representing the
Shares and the Warrant Shares will be endorsed with the following legend in
order to ensure compliance with the U.S. Securities Act:

THE SECURITIES REPRESENTED BY THIS
CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF
1933, AS AMENDED (THE U.S. SECURITIES ACT) AND MAY NOT BE OFFERED OR
SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S.
PERSONS UNTIL 41 DAYS AFTER [DATE OF ISSUANCE] AND THEN ONLY IN
COMPLIANCE WITH RULE 144 OF THE U.S. SECURITIES ACT OR ANOTHER AVAILABLE
EXEMPTION FROM REGISTRATION, EXCEPT IN EITHER CASE IN ACCORDANCE WITH REGULATION
S UNDER THE U.S. SECURITIES ACT. A CERTIFICATE WITHOUT A LEGEND MAY BE OBTAINED
FROM THE REGISTRAR AND TRANSFER AGENT OF THE CORPORATION IN CONNECTION WITH A
SALE OF THE SECURITIES REPRESENTED HEREBY AT A TIME WHEN THE CORPORATION IS A
FOREIGN ISSUER AS DEFINED IN REGULATION SUNDER THE U.S. SECURITIES ACT. UPON
DELIVERY OF THIS CERTIFICATE, AN EXECUTED DECLARATION AND, IF REQUESTED BY THE
CORPORATION OR THE TRANSFER AGENT, AN OPINION OF COUNSEL OF RECOGNIZED STANDING,
EACH IN FORM SATISFACTORY TO THE TRANSFER AGENT OF THE CORPORATION AND THE
CORPORATION, TO THE EFFECT THAT SUCH SALE OF THE SECURITIES REPRESENTED HEREBY
IS BEING MADE IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S.
SECURITIES ACT.

provided that if any such common shares
are being sold under Rule 904 of Regulation S and in compliance with Canadian
local laws and regulations, and provided that the Company is a foreign issuer
within the meaning of Regulation S of the U.S. Securities Act at the time of
sale, the legend may be removed by providing a declaration to Computershare
Investor Services Inc., as registrar and transfer agent, in the form attached as
Schedule C to this Agreement, as may be amended from time to time by the
Company, to the effect that the Common Shares are being sold outside of the
United States in compliance with Rule 904 of Regulation S of the U.S. Securities
Act.

The certificates representing the
Warrants will be endorsed with the following legends in order to ensure
compliance with the U.S. Securities Act:

THE SECURITIES REPRESENTED HEREBY HAVE
NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED
(THE U.S. SECURITIES ACT) OR ANY STATE SECURITIES LAWS, AND MAY BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION (B)
OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE
U.S. SECURITIES ACT AND IN COMPLIANCE WITH LOCAL LAWS AND REGULATIONS, (C) IN
COMPLIANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT
PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH ANY
APPLICABLE STATE SECURITIES LAWS, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE
REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE LAWS AND
REGULATIONS GOVERNING THE OFFER AND SALE OF SECURITIES AND IT HAS, IN THE CASE
OF EACH OF (C) AND (D), PRIOR TO SUCH TRANSFER FURNISHED TO THE CORPORATION AN
OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE SATISFACTORY TO
THE CORPORATION.

THIS WARRANT AND THE SECURITIES
ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE U.S.
SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE. THIS WARRANT MAY NOT BE
EXERCISED IN THE UNITED STATES OR BY OR ON BEHALF OF A PERSON IN THE UNITED
STATES OR A U.S. PERSON UNLESS THE WARRANT AND THE UNDERLYING SECURITIES HAVE
BEEN REGISTERED UNDER THE U.S. SECURITIES ACT AND THE APPLICABLE SECURITIES
LEGISLATION OF ANY SUCH STATE OR AN EXEMPTION FROM SUCH REGISTRATION
REQUIREMENTS IS AVAILABLE. THE TERMS "UNITED STATES" AND "U.S. PERSON" HAVE THE
MEANINGS GIVEN THEM UNDER REGULATION S PROMULGATED PURSUANT TO THE U.S.
SECURITIES ACT.

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Commissions

|7. | The subscriber acknowledges that a 7% cash commission is
      payable by the Corporation in connection with the issuance of the
      securities subscribed for under this Subscription
  Agreement.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Collection of Personal Information

|8. | The Subscriber acknowledges and consents to the fact
        that the Corporation is collecting the Subscribers personal information
        for the purpose of fulfilling this Subscription Agreement and completing
        the Offering. The Subscribers personal information (and, if applicable,
        the personal information of those on whose behalf the Subscriber is contracting
        hereunder) may be disclosed by the Corporation to (a) stock exchanges
        or securities regulatory authorities (including the Ontario Securities
        Commission as referred to below), (b) the Corporations registrar
        and transfer agent, (c) Canadian tax authorities, (d) authorities pursuant
        to theProceeds of Crime (Money Laundering) and Terrorist Financing
        Act(Canada) and (e) any of the other parties involved in the Offering,
        including legal counsel, and may be included in record books in connection
        with the Offering. By executing this Subscription Agreement, the Subscriber
        is deemed to be consenting to the foregoing collection, use and disclosure
        of the Subscribers personal information (and, if applicable, the
        personal information of those on whose behalf the Subscriber is contracting
        hereunder) and to the retention of such personal information for as long
        as permitted or required by law or business practice. 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 such undisclosed principal as may be required by the
        Corporation in order to comply with the foregoing.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Furthermore, the Subscriber is hereby notified that:

| | (a) | the Corporation may deliver to the Ontario Securities
      Commission certain personal information pertaining to the Subscriber,
      including such Subscribers full name, residential address and telephone
      number, the number of Units purchased by the Subscriber and the total
      purchase price paid for such Units, the prospectus exemption relied on by
      the Corporation and the date of distribution of the Units,
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (b) | such information is being collected indirectly by the
      Ontario Securities Commission under the authority granted to it in
      securities legislation,                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (c) | such information is being collected for the purposes of
      the administration and enforcement of the securities legislation of
      Ontario, and                                                                                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (d) | the Subscriber may contact the following public official
      in Ontario with respect to questions about the Ontario Securities
      Commissions indirect collection of such information at the following
      address and telephone number:                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     | Administrative Assistant to the Director of Corporate
      Finance Ontario Securities Commission Suite 1903, Box 55, 20 Queen Street
      West Toronto, Ontario, M5H 3S8 Telephone: (416)
593-8086                                                                                                                                                                                                                                         

Indemnity

|9. | The Subscriber agrees to indemnify the Corporation
      against all losses, claims, costs, expenses and damages or liabilities
      which they may suffer or incur or cause arising from the reliance on the
      representations, certifications, warranties, covenants and
      acknowledgements of the Subscriber to the Corporation, as the case may
      be.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

Confidentiality

|10. | The Subscriber hereby agrees to keep confidential all
      information which may be provided to the Subscriber relating to the
      business and affairs of the Corporation upon becoming a shareholder of the
      Corporation, and not to distribute or otherwise make available any such
      information to any other person or otherwise exploit any such
      information.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

General Provisions

|11. | The Subscriber shall execute and deliver such additional
      instruments, certificates and other documents as may be required or
      requested by the Corporation, acting reasonably, to permit the purchase of
      the Units or otherwise to carry out the provisions and intent of this
      Subscription Agreement.                                                                                           
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                         
|12. | The Subscriber hereby authorizes the Corporation to
      correct any minor errors in, or complete any information missing from any
      part of this Subscription Agreement.                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                         
|13. | No rights or obligations of the Subscriber hereunder may
      be assigned without the prior written consent of the
Corporation.                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                         
|14. | This Subscription Agreement shall be governed by and
      construed in accordance with the laws of the Province of Ontario and the
      federal laws of Canada applicable therein. The Subscriber irrevocably
      attorns to the non-exclusive jurisdiction of the courts of Ontario with
      respect to any matters arising out of this Subscription
  Agreement.                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                         
|15. | The Corporation shall be entitled to rely on delivery by
      facsimile or email of an executed copy of this Subscription Agreement and
      acceptance by the Corporation of that delivery shall be legally effective
      to create a valid and binding agreement between the Subscriber and the
      Corporation in accordance with the terms of this Subscription
      Agreement.                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                         
|16. | This Subscription Agreement shall be read with such
      changes in number and gender as the context or the reference to parties
      may require.                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                         
|17. | Time shall be of the essence in this Subscription
      Agreement and every part hereof and no extension or variation of this
      Subscription Agreement shall operate as a waiver of this
  provision.                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                         
|18. | This Subscription Agreement constitutes the only
      agreement between the Corporation and the Subscriber with respect to the
      subject matter hereof and shall supercede any and all prior negotiations
      and understandings and there are no representations, warranties, covenants
      or other agreements relating to the subject matter hereof except as stated
      or referred to herein or therein.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                         
|19. | This Subscription Agreement shall enure to the benefit of
      and be binding upon the parties hereto and their respective heirs,
      executors, administrators, legal personal representatives, successors and
      permitted assigns.                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                         
|20. | The terms of this Subscription Agreement may only be
      amended in writing.                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                         
|21. | The parties hereto confirm their express wish that this
      Subscription Agreement and all documents and agreements directly or
      indirectly relating thereto be drawn up in the English language. Les
      parties reconnaissent leur volonté expresse que la présente ainsi que tous
      les documents et contrats sy rattachant directement ou indirectement
      soient rédigés en anglais.              

---

|SCHEDULE A
|------------
|            
|            

REPRESENTATION LETTER

TO BE COMPLETED BY CANADIAN SUBSCRIBERS

TO:          
AMG Oil Ltd. (the Corporation)

In connection with the purchase of Units of the Corporation by
the undersigned subscriber (the Subscriber, for the purposes of this
Schedule A) on or about ______________________, 2009, the Subscriber hereby
represents, warrants, covenants and certifies (by completing and signing this
certificate) on behalf of itself and, if applicable, the person on whose behalf
the Subscriber is contracting, to the Corporation and its counsel (which
representations, warranties and certifications shall survive the closing of the
purchase of the Units for a period of two years, notwithstanding the completion
of the purchase of the Units), acknowledging that the Corporation and its
counsel are relying thereon, that:

| | (a) | it is (the clause checked below
        applies):                                                                                                                                                                                                                                                              
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                
| |     | (i)                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                
| |     | (ii)                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                
| | (b) |                                                                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                
| | (c) | an accredited investor
        within the meaning of NI 45-106 on the basis that the undersigned fits
        within the category of an accredited investor reproduced in
        the Exhibit to this Representation Letter beside which the undersigned
        has marked his initials; and              
| |     |                                                                                                                                                                                                                                                                                                                
| | (d) | upon execution of this Schedule
        A by the Subscriber, this Schedule A shall be
        incorporated into and form a part of the Subscription Agreement and all
        capitalized terms not otherwise defined herein shall have the meaning
        ascribed thereto in the Subscription Agreement.

Name of Subscriber (please print)

By:    
_____________________________________________

Authorized
Signature

__________________________________________________Official
Title or Capacity (please print)

__________________________________________________

Name of Signatory (please print name
of individual whose signature appears above different than name of
Subscriber)

DATED at _________________________ this _______ day of
______________, 2009.

---

IMPORTANT PLEASE COMPLETE THE
      EXHIBIT TO THIS REPRESENTATION LETTER BY MARKING YOUR INITIALS
      BESIDE THE CATEGORY TO WHICH YOU BELONG


---

EXHIBIT TO SCHEDULE A

TO BE COMPLETED BY CANADIAN SUBSCRIBERS

PLEASE MARK YOUR INITIALS BESIDE THE
      CATEGORY TO WHICH YOU BELONG


Please complete the Representation Letter to the Corporation by
marking your initials beside the category of accredited investor to which you
belong:

|[ ] 1.  | Canadian financial institution,
      or a Schedule III bank.                                                                                                                                                                                                                                                                                                                                                                                                              
|------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|[ ] 2.  | The Business Development Bank of Canada incorporated
      under the Business Development Bank of Canada Act(Canada).                                                                                                                                                                                                                                                                                                                                                      
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|[ ] 3.  | A subsidiary of any person referred to in paragraphs (1)
      or (2), 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.                                                                                                                                                                                                                            
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|[ ] 4.  | 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).                                                                                                                                                                      
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|[ ] 5.  | 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 (4).                                                                                                                                                                                                                                                                                     
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|[ ] 6.  | 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.                                                                                                                                                                                                                                                                                             
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|[ ] 7.  | Municipality, public board or commission in Canada and a
      metropolitan community, school board, the Comité de gestion de la taxe
      scolaire de lîle de Montréal or an intermunicipal management board in
      Québec.                                                                                                                                                                                                                                           
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|[ ] 8.  | Any national, federal, state, provincial, territorial or
      municipal government of or in any foreign jurisdiction, or any agency of
      that government.                                                                                                                                                                                                                                                                                                             
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|[ ] 9.  | 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.                                                                                                                                                                                                                                                            
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|[ ] 10. | 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.                                                                                                                                                                                                                            
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|[ ] 11. | 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.                                                                                                  
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|[ ] 12. | An individual who, either alone or with a spouse, has net
      assets of at least $5,000,000.                                                                                                                                                                                                                                                                                                                                                                             
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|[ ] 13. | 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.                                                                                                                                                                                                                                                                                                 
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|[ ] 14. | 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 National Instrument 45-106, and 2.19
      [Additional investment in investment funds] of National Instrument
      45-106, or (iii) a person

---

|        | described in (i) or (ii) that acquires or acquired
      securities under section 2.18 [Investment fund reinvestment] of
      National Instrument 45-106.                                                                                                                                                                                                                                        
|------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                                                                                                                                                                                                                                                                                   
|[ ] 15. | An investment fund that distributes or has distributed
      securities under a prospectus in a jurisdiction of Canada for which the
      regulator or, in Québec, the securities regulatory authority, has issued a
      receipt.                                                                                                                                                              
|        |                                                                                                                                                                                                                                                                                                                                                                                                   
|[ ] 16. | 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.                         
|        |                                                                                                                                                                                                                                                                                                                                                                                                   
|[ ] 17. | 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.
|        |                                                                                                                                                                                                                                                                                                                                                                                                   
|[ ] 18. | 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.                                                                                      
|        |                                                                                                                                                                                                                                                                                                                                                                                                   
|[ ] 19. | An entity organized in a foreign jurisdiction that is
      analogous to any of the entities referred to in paragraphs (1) to (4) or
      paragraph (9) in form and function.                                                                                                                                                                                                                    
|        |                                                                                                                                                                                                                                                                                                                                                                                                   
|[ ] 20. | 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.                                                                                                                                                                  
|        |                                                                                                                                                                                                                                                                                                                                                                                                   
|[ ] 21. | An investment fund that is advised by a person registered
      as an adviser or a person that is exempt from registration as an adviser.                                                                                                                                                                                                                                                         
|        |                                                                                                                                                                                                                                                                                                                                                                                                   
|[ ] 22. | A person that is recognized or designated by the
      securities regulatory authority or, except in Ontario and Québec, the
      regulator as (i) an accredited investor, or (ii) an exempt purchaser in
      Alberta or British Columbia.                                                                                                                                                     

---

Interpretative Aids

The following definitions relate to certain of the categories
of NI 45-106 - Accredited Investor set forth above:

| | (e) | bank means a bank named in Schedule I or II of the
      Bank Act(Canada);                                                                                                                                                                                                                                                     
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                  
| | (f) | Canadian financial institution means                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                  
| |     | (i)                                                                                                                                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                  
| |     | (ii)                                                                                                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                  
| | (g) | control person has the same meaning as in securities
      legislation except in Manitoba, Newfoundland and Labrador, Northwest
      Territories, Nova Scotia, Nunavut, Ontario, Prince Edward Island and
      Quebéc where control person means any person that holds or is one of a
      combination of persons that holds
| |     |                                                                                                                                                                                                                                                                                                                                  
| |     | (i)                                                                                                                                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                  
| |     | (ii)                                                                                                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                  
| | (h) | director means:                                                                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                  
| |     | (i)                                                                                                                                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                  
| |     | (ii)                                                                                                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                  
| | (i) | eligibility adviser means                                                                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                  
| |     | (i)                                                                                                                                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                  
| |     | (ii)                                                                                                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                  

---

been retained by the issuer or any of
its directors, executive officers, founders or control persons within the
previous 12 months;

| | (j) | executive officer means, for an issuer, an individual
      who is                                                                                                                                                                                               
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                    
| |     | (i)                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                    
| |     | (ii)                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                    
| |     | (iii)                                                                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                    
| |     | (iv)                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                    
| | (k) | financial assets means cash, securities, or a contract
      of insurance, a deposit or an evidence of a deposit that is not a security
      for the purposes of securities legislation.;                                                                       
| |     |                                                                                                                                                                                                                                                                    
| | (l) | founder means, in respect of an issuer, a person
      who,                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                    
| |     | (i)                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                    
| |     | (ii)                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                    
| | (m) | foreign jurisdiction means a country other than Canada
      or a political subdivision of a country other than Canada;                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                    
| | (n) | 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;
| |     |                                                                                                                                                                                                                                                                    
| | (o) | investment fund has the same meaning as in National
      Instrument 81-106 Investment Fund Continuous Disclosure;                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                    
| | (p) | jurisdiction means a province or territory of Canada
      except when used in the term foreign jurisdiction;                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                    
| | (q) | non-redeemable investment fund means an
  issuer,                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                    
| |     | (i)                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                    
| |     | (ii)                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                    
| |     | (iii)                                                                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                    
| | (r) | person includes                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                    
| |     | (i)                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                    
| |     | (ii)                                                                                                                                                                                                                                                               

---

| | (iii) | a partnership, trust, fund and an association, syndicate,
      organization or other organized group of persons, whether incorporated or
      not, and
| | ----- | --------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                         
| | (iv)  | an individual or other person in that persons capacity
      as a trustee, executor, administrator or personal or other legal
      representative;    

| | (s) | regulator means, for the local jurisdiction, the
      Executive Director as defined under securities legislation of the local
      jurisdiction;
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                     
| | (t) | related liabilities means                                                                                                                         
| |     |                                                                                                                                                     
| |     | (i)                                                                                                                                                 
| |     |                                                                                                                                                     
| |     | (ii)                                                                                                                                                
| |     |                                                                                                                                                     
| | (u) | Schedule III bank means an authorized foreign bank
      named in Schedule III of the Bank Act (Canada);                                          
| |     |                                                                                                                                                     
| | (v) | spouse means, an individual who,                                                                                                                  
| |     |                                                                                                                                                     
| |     | (i)                                                                                                                                                 
| |     |                                                                                                                                                     
| |     | (ii)                                                                                                                                                
| |     |                                                                                                                                                     
| |     | (iii)                                                                                                                                               
| |     |                                                                                                                                                     
| | (w) | subsidiary means an issuer that is controlled directly
      or indirectly by another issuer and includes a subsidiary of that
      subsidiary;  
| |     |                                                                                                                                                     
| | (x) | An issuer is an affiliate of another issuer if:                                                                                                     
| |     |                                                                                                                                                     
| |     | (i)                                                                                                                                                 
| |     |                                                                                                                                                     
| |     | (ii)                                                                                                                                                
| |     |                                                                                                                                                     
| | (y) | A person (first person) is considered to control another
      person (second person) if:                                                           
| |     |                                                                                                                                                     
| |     | (i)                                                                                                                                                 
| |     |                                                                                                                                                     
| |     | (ii)                                                                                                                                                
| |     |                                                                                                                                                     
| |     | (iii)                                                                                                                                               

All monetary references are in Canadian dollars.

---

|SCHEDULE B
|------------
|            
|            

REPRESENTATION LETTER

TO BE COMPLETED BY INTERNATIONAL SUBSCRIBERS

TO:             
AMG Oil Ltd. (the Corporation)

In connection with the purchase of Units of the Corporation by
the undersigned subscriber (the Subscriber, for the purposes of this
Schedule B) on or about ______________________, 2009, the Subscriber hereby
represents, warrants, covenants and certifies (by completing and signing this
certificate) on behalf of itself and, if applicable, the person on whose behalf
the Subscriber is contracting to the Corporation and its counsel (which
representations, warranties and certifications shall survive the closing of the
purchase of the Units for a period of two years, notwithstanding the completion
of the purchase of the Units) and acknowledges that the Corporation and its
counsel are relying thereon that:

| | (a) | it is (the clause checked below applies):                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (b) | it is located outside of Canada and the United
    States;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (c) | all acts of solicitation, conduct or negotiations
      directly or indirectly in furtherance of the purchase of the securities
      occurred outside of Canada and the United States;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (d) | the securities laws of the jurisdiction in which it is
      resident as set out on the cover page of the Subscription Agreement,
      govern its subscription, and the issuance of the Common Shares, Warrants
      and Warrant Shares to it may be effected by the Corporation without the
      necessity of filing any document with or obtaining any approval from or
      effecting any registration with any governmental entity or similar
      regulatory authority having jurisdiction over the Subscriber and the
      Subscriber complies with the requirements of all applicable laws in the
      jurisdiction of its residence, and will provide such evidence of
      compliance with all such matters as the Corporation may request;
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (e) | it is an accredited investor within the meaning of NI
      45-106 on the basis that the undersigned fits within the category of an
      accredited investor reproduced in the Exhibit to this Representation
      Letter beside which the undersigned has marked his initials;
  and                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

---

| | (f) | upon execution of this Schedule B by the Subscriber,
      this Schedule B shall be incorporated into and form a part of the
      Subscription Agreement and all capitalized terms not otherwise defined
      herein shall have the meaning ascribed thereto in the Subscription
      Agreement.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Name of Subscriber (please print)

By:    
_____________________________________________

Authorized Signature

__________________________________________________

Official Title or Capacity (please
print)

__________________________________________________

Name of Signatory (please print name
of individual whose signature appears above different than name of
Subscriber)

DATED at _________________________ this _______ day of
______________, 2009.

IMPORTANT PLEASE COMPLETE THE
      EXHIBIT TO THIS REPRESENTATION LETTER BY MARKING YOUR INITIALS
      BESIDE THE CATEGORY TO WHICH YOU BELONG


---

EXHIBIT TO SCHEDULE B

TO BE COMPLETED BY INTERNATIONAL SUBSCRIBERS

PLEASE MARK YOUR INITIALS BESIDE THE
      CATEGORY TO WHICH YOU BELONG


Please complete the Representation Letter to the Corporation by
marking your initials beside the category of accredited investor to which you
belong:

|[ ] 1.  | Canadian financial institution,
        or a Schedule III bank.                                                                                                                                                                                                                                                                                                                                                                                                                        
|------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|[ ] 2.  | The Business Development
        Bank of Canada incorporated under the Business Development Bank of
        Canada Act(Canada).                                                                                                                                                                                                                                                                                                                                                        
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|[ ] 3.  | A subsidiary of any person
        referred to in paragraphs (1) or (2), 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.                                                                                                                                                                                                                                  
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|[ ] 4.  | 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).                                                                                                                                                                          
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|[ ] 5.  | 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 (4).                                                                                                                                                                                                                                                                                             
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|[ ] 6.  | 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.                                                                                                                                                                                                                                                                                                     
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|[ ] 7.  | Municipality, public board
        or commission in Canada and a metropolitan community, school board, the
        Comité de gestion de la taxe scolaire de lîle de Montréal
        or an intermunicipal management board in Québec.                                                                                                                                                                                                                                                 
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|[ ] 8.  | Any national, federal,
        state, provincial, territorial or municipal government of or in any foreign
        jurisdiction, or any agency of that government.                                                                                                                                                                                                                                                                                                                     
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|[ ] 9.  | 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.                                                                                                                                                                                                                                                            
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|[ ] 10. | 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.                                                                                                                                                                                                                                  
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|[ ] 11. | 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.                                                                                              
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|[ ] 12. | An individual who, either
        alone or with a spouse, has net assets of at least $5,000,000.                                                                                                                                                                                                                                                                                                                                                                                       
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|[ ] 13. | 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.                                                                                                                                                                                                                                                                                                         
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|[ ] 14. | 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 National Instrument
        45-106, and 2.19 [Additional investment in investment funds] of
        National Instrument 45-106, or (iii) a person

---

|        | described in (i) or (ii) that acquires or acquired
      securities under section 2.18 [Investment fund reinvestment] of
      National Instrument 45-106.                                                                                                                                                                                                                                        
|------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                                                                                                                                                                                                                                                                                   
|[ ] 15. | An investment fund that distributes or has distributed
      securities under a prospectus in a jurisdiction of Canada for which the
      regulator or, in Québec, the securities regulatory authority, has issued a
      receipt.                                                                                                                                                              
|        |                                                                                                                                                                                                                                                                                                                                                                                                   
|[ ] 16. | 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.                         
|        |                                                                                                                                                                                                                                                                                                                                                                                                   
|[ ] 17. | 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.
|        |                                                                                                                                                                                                                                                                                                                                                                                                   
|[ ] 18. | 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.                                                                                      
|        |                                                                                                                                                                                                                                                                                                                                                                                                   
|[ ] 19. | An entity organized in a foreign jurisdiction that is
      analogous to any of the entities referred to in paragraphs (1) to (4) or
      paragraph (9) in form and function.                                                                                                                                                                                                                    
|        |                                                                                                                                                                                                                                                                                                                                                                                                   
|[ ] 20. | 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.                                                                                                                                                                  
|        |                                                                                                                                                                                                                                                                                                                                                                                                   
|[ ] 21. | An investment fund that is advised by a person registered
      as an adviser or a person that is exempt from registration as an adviser.                                                                                                                                                                                                                                                         
|        |                                                                                                                                                                                                                                                                                                                                                                                                   
|[ ] 22. | A person that is recognized or designated by the
      securities regulatory authority or, except in Ontario and Québec, the
      regulator as (i) an accredited investor, or (ii) an exempt purchaser in
      Alberta or British Columbia.                                                                                                                                                     

---

Interpretative Aids

The following definitions relate to certain of the categories
of NI 45-106 - Accredited Investor set forth above:

| | (z)  | bank means a bank named in Schedule I or II of the
      Bank Act(Canada);                                                                                                                                                                                                                                                     
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                                                                  
| | (aa) | Canadian financial institution means                                                                                                                                                                                                                                                                                           
| |      |                                                                                                                                                                                                                                                                                                                                  
| |      | (i)                                                                                                                                                                                                                                                                                                                              
| |      |                                                                                                                                                                                                                                                                                                                                  
| |      | (ii)                                                                                                                                                                                                                                                                                                                             
| |      |                                                                                                                                                                                                                                                                                                                                  
| | (bb) | control person has the same meaning as in securities
      legislation except in Manitoba, Newfoundland and Labrador, Northwest
      Territories, Nova Scotia, Nunavut, Ontario, Prince Edward Island and
      Quebéc where control person means any person that holds or is one of a
      combination of persons that holds
| |      |                                                                                                                                                                                                                                                                                                                                  
| |      | (i)                                                                                                                                                                                                                                                                                                                              
| |      |                                                                                                                                                                                                                                                                                                                                  
| |      | (ii)                                                                                                                                                                                                                                                                                                                             
| |      |                                                                                                                                                                                                                                                                                                                                  
| | (cc) | director means:                                                                                                                                                                                                                                                                                                                
| |      |                                                                                                                                                                                                                                                                                                                                  
| |      | (i)                                                                                                                                                                                                                                                                                                                              
| |      |                                                                                                                                                                                                                                                                                                                                  
| |      | (ii)                                                                                                                                                                                                                                                                                                                             
| |      |                                                                                                                                                                                                                                                                                                                                  
| | (dd) | eligibility adviser means                                                                                                                                                                                                                                                                                                      
| |      |                                                                                                                                                                                                                                                                                                                                  
| |      | (i)                                                                                                                                                                                                                                                                                                                              
| |      |                                                                                                                                                                                                                                                                                                                                  
| |      | (ii)                                                                                                                                                                                                                                                                                                                             
| |      |                                                                                                                                                                                                                                                                                                                                  
| |      |                                                                                                                                                                                                                                                                                                                                  
| |      |                                                                                                                                                                                                                                                                                                                                  
| |      |                                                                                                                                                                                                                                                                                                                                  

---

been retained by the issuer or any of
its directors, executive officers, founders or control persons within the
previous 12 months;

| | (ee) | executive officer means, for an issuer, an individual
      who is                                                                                                                                                                                               
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                    
| |      | (i)                                                                                                                                                                                                                                                                
| |      |                                                                                                                                                                                                                                                                    
| |      | (ii)                                                                                                                                                                                                                                                               
| |      |                                                                                                                                                                                                                                                                    
| |      | (iii)                                                                                                                                                                                                                                                              
| |      |                                                                                                                                                                                                                                                                    
| |      | (iv)                                                                                                                                                                                                                                                               
| |      |                                                                                                                                                                                                                                                                    
| | (ff) | financial assets means cash, securities, or a contract
      of insurance, a deposit or an evidence of a deposit that is not a security
      for the purposes of securities legislation.;                                                                       
| |      |                                                                                                                                                                                                                                                                    
| | (gg) | founder means, in respect of an issuer, a person
      who,                                                                                                                                                                                                      
| |      |                                                                                                                                                                                                                                                                    
| |      | (i)                                                                                                                                                                                                                                                                
| |      |                                                                                                                                                                                                                                                                    
| |      | (ii)                                                                                                                                                                                                                                                               
| |      |                                                                                                                                                                                                                                                                    
| | (hh) | foreign jurisdiction means a country other than Canada
      or a political subdivision of a country other than Canada;                                                                                                                                          
| |      |                                                                                                                                                                                                                                                                    
| | (ii) | 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;
| |      |                                                                                                                                                                                                                                                                    
| | (jj) | investment fund has the same meaning as in National
      Instrument 81-106 Investment Fund Continuous Disclosure;                                                                                                                                               
| |      |                                                                                                                                                                                                                                                                    
| | (kk) | jurisdiction means a province or territory of Canada
      except when used in the term foreign jurisdiction;                                                                                                                                                    
| |      |                                                                                                                                                                                                                                                                    
| | (ll) | non-redeemable investment fund means an
  issuer,                                                                                                                                                                                                                
| |      |                                                                                                                                                                                                                                                                    
| |      | (i)                                                                                                                                                                                                                                                                
| |      |                                                                                                                                                                                                                                                                    
| |      | (ii)                                                                                                                                                                                                                                                               
| |      |                                                                                                                                                                                                                                                                    
| |      | (iii)                                                                                                                                                                                                                                                              
| |      |                                                                                                                                                                                                                                                                    
| | (mm) | person includes                                                                                                                                                                                                                                                  
| |      |                                                                                                                                                                                                                                                                    
| |      | (i)                                                                                                                                                                                                                                                                
| |      |                                                                                                                                                                                                                                                                    
| |      | (ii)                                                                                                                                                                                                                                                               

---

| | (iii) | a partnership, trust, fund and an association, syndicate,
      organization or other organized group of persons, whether incorporated or
      not, and
| | ----- | --------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                         
| | (iv)  | an individual or other person in that persons capacity
      as a trustee, executor, administrator or personal or other legal
      representative;    

| | (nn) | regulator means, for the local jurisdiction, the
      Executive Director as defined under securities legislation of the local
      jurisdiction;
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                     
| | (oo) | related liabilities means                                                                                                                         
| |      |                                                                                                                                                     
| |      | (i)                                                                                                                                                 
| |      |                                                                                                                                                     
| |      | (ii)                                                                                                                                                
| |      |                                                                                                                                                     
| | (pp) | Schedule III bank means an authorized foreign bank
      named in Schedule III of the Bank Act (Canada);                                          
| |      |                                                                                                                                                     
| | (qq) | spouse means, an individual who,                                                                                                                  
| |      |                                                                                                                                                     
| |      | (i)                                                                                                                                                 
| |      |                                                                                                                                                     
| |      | (ii)                                                                                                                                                
| |      |                                                                                                                                                     
| |      | (iii)                                                                                                                                               
| |      |                                                                                                                                                     
| | (rr) | subsidiary means an issuer that is controlled directly
      or indirectly by another issuer and includes a subsidiary of that
      subsidiary;  
| |      |                                                                                                                                                     
| | (ss) | An issuer is an affiliate of another issuer if:                                                                                                     
| |      |                                                                                                                                                     
| |      | (i)                                                                                                                                                 
| |      |                                                                                                                                                     
| |      | (ii)                                                                                                                                                
| |      |                                                                                                                                                     
| | (tt) | A person (first person) is considered to control another
      person (second person) if:                                                           
| |      |                                                                                                                                                     
| |      | (i)                                                                                                                                                 
| |      |                                                                                                                                                     
| |      | (ii)                                                                                                                                                
| |      |                                                                                                                                                     
| |      | (iii)                                                                                                                                               

All monetary references are in Canadian dollars.

---

|SCHEDULE C
|------------
|            
|            

FORM OF DECLARATION FOR REMOVAL OF LEGEND

|TO: | COMPUTERSHARE INVESTOR
      SERVICES INC.                             
|--- | -----------------------------------------------------------------------
|    | as registrar and transfer
      agent for Common Shares of AMG OIL LTD.

The undersigned (a) acknowledges that the sale of the
securities of AMG OIL INC. (the Company) to which this declaration
relates is being made in reliance on Rule 904 of Regulation S under the United
States Securities Act of 1933, as amended (the U.S. Securities Act) and
(b) certifies that (1) the undersigned is not an affiliate of the Company (as
that term is defined in Rule 405 under the U.S. Securities Act), (2) the offer
of such securities was not made to a person in the United States or a U.S.
person and either (A) at the time the buy order was originated, the buyer was
outside the United States and not a U.S. person, or the seller and any person
acting on its behalf reasonably believed that the buyer was outside the United
States and not a U.S. person, or (B) the transaction was executed in, on or
through the facilities of the Frankfurt Stock Exchange or another designated
offshore securities market and neither the seller nor any person acting on its
behalf knows that the transaction has been prearranged with a buyer in the
United States or a U.S. person, (3) neither the seller nor any affiliate of the
seller nor any person acting on any of their behalf has engaged or will engage
in any directed selling efforts in the United States in connection with the
offer and sale of such securities, (4) the sale is bona fide and not for the
purpose of washing off the resale restrictions imposed because the securities
are restricted securities (as such term is defined in Rule 144(a)(3) under the
U.S. Securities Act), (5) the seller does not intend to replace the securities
sold in reliance on Rule 904 of Regulation S under the U.S. Securities Act with
fungible unrestricted securities, and (6) the contemplated sale is not a
transaction, or part of a series of transactions which, although in technical
compliance with Regulation S under the U.S. Securities Act, is part of a plan or
scheme to evade the registration provisions of the U.S. Securities Act. Terms
used herein have the meanings given to them by Regulation S under the U.S.
Securities Act.

|Dated: 
      __________________________________ |                                                              
|------------------------------------------------ | -------------------------------------------------------------
|                                                 | Name of Seller:
      _______________________________________
|                                                 |                                                              
|                                                 | By: 
      _______________________________________________   
|                                                 | Name:                                                        
|                                                 | Title:                                                       

Affirmation by Sellers Broker-Dealer

We have read the foregoing representations of our customer,
_____________________________ (the Seller), dated
_______________________, with regard to our sale, for such Sellers account, of
the _________________ Shares, represented by certificate number ______________
(the Shares), of the Company described therein, and on behalf of
ourselves we certify and affirm that (A) we have no knowledge that the
transaction had been prearranged with a buyer in the United States or a U.S.
person, (B) the transaction was executed on or through the facilities of the
Toronto Stock Exchange or another designated offshore securities market and
(C) neither we, nor any person acting on our behalf, engaged in any directed
selling efforts in connection with the offer and sale of such Securities. Terms
used herein have the meanings given to them by Regulation S.

Name of Firm: _______________________________________

By:
_______________________________________________           
Authorized Officer

---

|SCHEDULE D
|------------
|            
|            

INFORMATION REQUIRED TO RECEIVE INCOMING WIRES

For funds being sent from outside of Canada:

Beneficiary Name: ADIRA ENERGY CORP.

Beneficiary Address:   30 ST. CLAIR AVENUE WEST,
SUITE 901
                                        
TORONTO, ONTARIO M4V 3A1

Account No.: XXXXX

Transit No.: XXXXX

Institution No.: XXXXX

Beneficiary Bank: Royal Bank of Canada

Beneficiary Bank Address:   10 ST. CLAIR AVENUE WEST
                                                  
TORONTO,
ONTARIO                                                   
M4V 1L4

Swift Code: XXXXX

For funds being sent in USD, include the following
information:

Intermediary Bank: JP Morgan Chase Manhattan, New York, NY

  Swift Code: XXXXX
  ABA: XXXXX

---