Unassociated Document


    Exhibit
      10.15

     

    SUBSCRIPTION
      AGREEMENT

     

    This
      Agreement is made as of the ___ day of ___________, 2007 and between the
      undersigned subscriber (the “Subscriber”) and Pacific Copper Corp. a Delaware
      corporation (the “Corporation”).

     

    RECITAL

     

    The
      Subscriber desires to subscribe for and purchase from the Corporation and the
      Corporation desires to issue to the Subscriber Units of the Corporation in
      accordance with the terms and conditions of this Agreement. 

     

    AGREEMENT

     

    NOW,
      THEREFORE,
      in
      consideration of the mutual promises and covenants contained in this Agreement,
      the Corporation and the Subscriber hereby agree as follows:

     

    
      	 	
              1.

            	
              Subscription.
                The Subscriber shall purchase, and the Corporation shall issue,
                _____________ units of the Corporation (the “Units”) for the price of
                $___________ (U.S. funds) (the “Purchase Price”). Each Unit shall consist
                of one common share (the “Share(s)”) and one half a common share purchase
                warrant (the “Warrant(s)”), Each full Warrant will be exercisable for one
                common share at $0.75 (US funds) per share on or before April 30,
                2009.
                Except as required by law, subsequent to delivery of this Agreement,
                the
                subscription evidenced hereby is
                irrevocable.

            


    

        

    
      	 	
              2.

            	
              Payment
                of Purchase Price.

            


    

     

    
      	
            	a.	
              The
                Subscriber submits herewith a bank draft or certified check for the
                full
                Purchase Price payable to Pacific Copper Corp. and delivers to the
                Corporation the attached hereto as Exhibit A and such other documents
                and
                instruments as may be reasonably required by the Corporation.
                

            


    

     

    
      	
            	b.	
              The
                “Closing” means the transactions relating to the sale and purchase of the
                Units, which will take place on receipt of the items referred to
                in (a)
                above.

            


    

     

    
      	 	
              3.

            	
              Representations
                by Subscriber.
                The Subscriber represents and warrants to the Corporation as
                follows:

            


    

     

    
      	 	
              a.

            	
              He
                is acquiring the Units for his own account as principal, for investment
                and not with a view to resale or distribution. Immediately prior
                to
                purchasing the Units:

            


    

     

    
      	 	
              i.

            	
              he
                is an “accredited investor” as that term is defined in Rule 501(a) under
                the Securities Act of 1933, as amended (the “Securities Act”) or if a
                Canadian citizen under National Policy 45-106 or he has such knowledge
                and
                experience in financial and business matters that he is capable of
                evaluating the merits and risks involved in purchasing the Units;
                and

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	 	
              ii.

            	
              he
                is able to bear the economic risk of purchasing the Units (i.e.,
                at the
                time of purchasing the Units he could afford a complete loss without
                having his standard of living materially affected
                thereby).

            


    

     

    
      	 	
              b.

            	
              He
                has been informed as to, and is familiar with, the business activities
                of
                the Corporation and its affiliates, and has had an opportunity and
                proceeded, or waived the opportunity, to (i) review the books and
                records
                of the Corporation and its affiliates and to ask questions of, and
                receive
                answers from, appropriate representatives of the Corporation and
                its
                affiliates concerning the Corporation and its affiliates and the
                terms and
                conditions of this Agreement, and (ii) obtain and review all additional
                information relating to the history and proposed business plan of
                the
                Corporation and its affiliates that he deems necessary.
                

            


    

     

    
      	 	
              c.

            	
              He
                fully understands that this offering has not been registered under
                the
                Securities Act in reliance upon exemptions therefrom, and, accordingly,
                to
                the extent that he is not supplied with the information which would
                have
                been contained in a registration statement filed under the Securities
                Act,
                he must rely on his own access to such
                information.

            


    

     

    
      	 	
              d.

            	
              He
                has had an opportunity to obtain and has obtained a general and complete
                understanding satisfactory to him of the Corporation, its affiliates
                and
                their services, potential assets, finances, and manner of doing business
                sufficient to permit him to evaluate (i) the Corporation and its
                prospects
                and (ii) the risks and merits of purchasing the Units.
                

            


    

     

    
      	 	
              e.

            	
              He
                (i) recognizes that purchasing the Units involves risk, (ii) has
                carefully
                considered whether purchasing the Units is appropriate for him, and
                (iii)
                has obtained such individual financial, tax and legal advice as he
                deems
                necessary or appropriate to fully understand the risks involved and
                to
                evaluate an investment in the
                Units.

            


    

     

    
      	 	
              f.

            	
              He
                recognizes that he must bear the economic risk involved in purchasing
                the
                Units for an indefinite period of time because, among other reasons,
                the
                Units or the underlying Shares or Warrant Shares have not been registered
                under the Securities Act and therefore cannot be sold, pledged, assigned
                or otherwise disposed of unless (i) they are subsequently registered
                under
                the Securities Act or (ii) an exemption from such registration is
                available and an opinion of counsel acceptable to the Corporation
                that the
                transfer is not in violation of any federal securities act or state
                securities law is provided to the
                Corporation.

            


    

     

    
      	 	
              g.

            	
              All
                information which he has provided to the Corporation, whether provided
                by
                him directly or indirectly, concerning himself, his financial position
                and
                his knowledge of financial and business matters is correct and complete
                as
                of the date of this Agreement. He will notify the Corporation immediately
                if, prior to the date of this Agreement, there is any material change
                in
                any information provided to the Corporation by
                him.

            


    

     

    
      	 	
              h.

            	
              He
                recognizes that no federal or state agency has passed upon the offering
                of
                the Units to him or to any other person or made any finding or
                determination regarding the fairness of such
                offering.

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    
      	 	
              i.

            	
              He
                understands that neither the Corporation nor any associates or affiliates
                thereof are guaranteeing the success of or any return from the
                Corporation.

            


    

     

    
      	 	
              j.

            	
              He
                recognizes that there is no current market for the Units, the Shares
                or
                the Warrant Shares; that there can be no assurances that such a market
                will exist any time in the future and accordingly he may not be able
                to
                sell or dispose of any of the Units, the Shares or the Warrant Shares
                even
                if he had held them for a number of years; that his right to transfer
                the
                Shares or Warrant Shares will be restricted by federal and state
                securities laws and a legend to this effect will be placed on the
                certificates representing the Shares and Warrant Shares if they are
                issued
                prior to being registered; that such laws impose strict limitations
                upon
                such transfer; and although the Corporation is undertaking to file
                a
                registration statement as set out herein there is no guarantee that
                said
                registration statement will become effective and the Corporation,
                other
                than its undertaking, is under no obligation in connection with the
                subsequent transfer thereof by him or to aid him in obtaining an
                exemption
                from such registration.

            


    

     

    
      	 	
              k.

            	
              If
                the subscriber is not a U.S. person and the Shares or Warrant Shares
                are
                being offered outside the United States, the following representations
                and
                warranties of the Subscriber, among other things, pertain to U.S.
                securities laws and the sale or transfer in the United States of
                the
                Shares or Warrant Shares. The Subscriber represents and warrants
                to the
                Corporation as follows:

            


    

     

    The
      Subscriber understands that prior to the registration of the Shares or Warrant
      Shares in the U.S., such securities may not be offered or sold, directly or
      indirectly, in the United States to or, or for the account or benefit of, a
      “U.S. Person” (as defined in Rule 902 of Regulation S promulgated under the
      Securities Act), which definition includes, but is not limited to: (1) any
      natural person resident in the United States, (2) any partnership or corporation
      organized under the laws of the United States, (3) any estate or trust of which
      the executor or administrator or trustee, respectively, is a U.S. person, (4)
      any discretionary or non-discretionary account held by a dealer or fiduciary
      for
      the benefit or account of a U.S. person and any partnership or company organized
      or incorporated under the laws of a foreign jurisdiction by a U.S. person
      principally for the purpose of investing in securities not registered under
      the
      Securities Act (a “U.S. Person”) until registered under the Securities Act and
      the securities laws of all applicable states or unless an exemption from such
      registration requirements is available. The Subscriber agrees not to engage
      in
      any hedging transaction involving of the Shares or Warrant Shares.

    


    The
      Subscriber understands that the Corporation may implement procedures to ensure
      that the Shares or Warrant Shares may not be delivered within the United States
      other than in offerings deemed to meet the definition of an “offshore
      transaction” pursuant to Rule 902(h) of Regulation S promulgated under the
      Securities Act or an exemption from registration under the Securities Act is
      available.

    


    If
      the
      Shares or Warrant Shares are certificated prior to registration and the
      shareholder is a non-U.S. person, a restrictive legend in substantially the
      following form shall be placed on each such certificate evidencing any of the
      Shares and Warrant Shares:


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    The
      shares represented by this Certificate have not been registered under the United
      States Securities Act of 1933, as amended (the “Securities Act”) or under any
      applicable state securities laws (the “State Laws”). The shares have been
      acquired for investment purposes and may not be sold, transferred, pledged
      or
      otherwise disposed of except in compliance with the registration requirements
      of
      the Securities Act and applicable State Laws, or pursuant to applicable
      exemptions from such registration requirements which may include sale through
      a
      Designated Offshore Securities Market. Further, unless the shares represented
      by
      this Certificate have been registered under the Securities Act, the sale,
      transfer, pledge or other disposition of these shares in the United States
      is
      prohibited except in accordance with the provisions of Regulation S (Rule 901
      through 905 and the Preliminary Notes) promulgated under the Securities
      Act.

     

    Any
      transfer of the Shares or Warrant Shares on the books and records of the
      Corporation will only be affected in accordance with such legend.

     

    
      	 	
              l.

            	
              If
                the Subscriber is a non-U.S. citizen, the Subscriber undertakes and
                agrees
                that it will not offer or sell the Shares
                or Warrant Shares
                in
                the United States unless such Shares
                or Warrant Shares
                are registered under the U.S. Securities Act and the securities laws
                of
                all applicable states of the United States or an exemption from such
                registration requirements is available, and further that it will
                not
                resell the Securities in any jurisdiction, except in accordance with
                the
                provisions of applicable securities legislation, regulations, rules,
                policies and orders and stock exchange
                rules.

            


    

     

    
      	 	
              4.

            	
              Registration
                Corporation undertakes to include the Shares and Warrant Shares issued
                to
                the Subscriber in a re-sale registration statement on Form SB-2 to
                be
                filed under the provisions of the Securities and Exchange Act of
                1933 as
                amended. These Shares may not be transferred prior to (a) such
                registration statement being made effective by the SEC or (b) the
                consent
                of the board of directors of the Corporation if an exemption from
                registration under the Act and any applicable State regulation is
                available.

            


    

     

    
      	 	
              5.

            	
              Lock
                Up Agreement Once
                registered the Shares will be subject to a Lock Up Agreement providing
                that one third of the Shares may be re-sold when the registration
                statement becomes effective, one third may be re-sold 90 days from
                the
                date of effectiveness, and one third may be re-sold 180 days from
                the date
                of effectiveness. Each subscriber will be issued three certificates
                for
                the Shares subscribed for and two of those certificates will be legended
                to reflect the forgoing restrictions on re-sale. The Warrant Shares
                will
                be free trading when issued.

            


    

    


    
      	 	
              6.

            	
              Applicable
                Law.
                This Agreement shall be construed in accordance with and governed
                by the
                laws of the State of Delaware, without regard to the principles of
                conflict of laws.

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    
      	 	
              7.

            	
              Binding
                Effect.
                Except as otherwise provided herein, this Agreement shall be binding
                upon
                and inure to the benefit of the Corporation and the Subscriber and
                their
                successors, heirs, executors, administrators, legal representatives
                and
                assigns.

            


    

     

    
      	 	
              8.

            	
              Assignments.
                This Agreement may not be assigned by any of the parties hereto.
                

            


    

     

    
      	 	
              9.

            	
              Entire
                Agreement.
                This Agreement constitutes the entire agreement between the parties
                pertaining to the subject matter hereof and supersedes any prior
                understandings, oral or written.

            


    

     

    
      	 	
              10.

            	
              Notices.
                Any notice required to be given in connection with this Agreement
                will be
                in writing and delivered personally, by registered or certified mail
                (return receipt requested), or sent by facsimile transmission with
                a
                confirmation sent by way of one of the above methods, addressed to
                the
                recipient at the address set forth
                below:

            


    

     

    
      	 	
              a.

            	
              If
                to the Subscriber, to the address set forth on the signature page
                hereto.

            


    

     

    
      	 	
              b.

            	
              If
                to the Corporation, addressed to:

            


    

     

    Pacific
      Copper Corp.

    1226
      White Oaks Blvd., Suite 10A

    Oakville,
      ON L6H 2B9

    


    
      	 	
              11.

            	
              Counterparts.
                This Agreement may be executed in multiple counterparts, each of
                which
                shall be deemed an original, and all of which together shall constitute
                one and the same instrument. Execution and delivery of this Agreement
                by
                exchange of facsimile copies bearing facsimile signature of a party
                shall
                constitute a valid and binding execution and delivery of this Agreement
                by
                such party. Such facsimile copies shall constitute enforceable original
                documents.

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    SUBSCRIPTION
      AGREEMENT SIGNATURE PAGE

     

    Number
      of
      Units subscribed for: ___________

    


    Total
      Amount Paid: $_____________

     

    
      
        	 
	
                (Signature
                  of subscriber)

              
	 
	 
	
                (Printed
                  name of subscriber)

              
	 
	 
	
                Address

              
	 
	 
	
                Address

              
	 
	 
	
                Email
                  Address

              
	 
	 
	
                Phone
                  Numbers

              


      

    

     

    Subscription
      for _____________ Units accepted as of ______________, 2007.


    


    
      	
              Pacific
                Copper Corp.

            
	 	 
	
              By:

            	 


    

     

    PLEASE
      COMPLETE SCHEDULE A

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    


    SCHEDULE
      “A”


     

    Accredited
      Investor
      -
      (defined in NI 45-106) means:

     

    
      	
              o

            	
              (a)

            	
              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;

            
	 	 	 
	
              
                o

              

            	
              (b)

            	
              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;

            
	 	 	 
	
              
                o

              

            	
              (c)

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

            
	 	 	 
	
              
                o

              

            	
              (d)

            	
              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;

            
	 	 	 
	
              
                o

              

            	
              (e)

            	
              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;

            
	 	 	 
	
              
                o

              

            	
              (f)

            	
              a
                Canadian financial institution, or a Schedule III bank;

            
	 	 	 
	
              
                o

              

            	
              (g)

            	
              the
                Business Development Bank of Canada incorporated under the Business
                Development Bank of Canada Act (Canada);

            
	 	 	 
	
              
                o

              

            	
              (h)

            	
              a
                subsidiary of any person referred to in paragraphs (f) or (g), 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;

            
	 	 	 
	
              
                o

              

            	
              (i)

            	
              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);

            
	 	 	 
	
              
                o

              

            	
              (j)

            	
              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 (i);

            
	 	 	 
	
              
                o

              

            	
              (k)

            	
              the
                Government of Canada or a jurisdiction of Canada, or any crown
                corporation, agency or wholly owned entity of the Government of Canada
                or
                a jurisdiction of Canada;

            
	 	 	 
	
              
                o

              

            	
              (l)

            	
              a
                municipality, public board or commission in Canada and a metropolitan
                community, school board, the Comité de gestion de la taxe scolaire de
                l’ le de Montréal or an intermunicipal management board in
                Québec;

            
	 	 	 
	
              
                o

              

            	
              (m)

            	
              any
                national, federal, state, provincial, territorial or municipal government
                of or in any foreign jurisdiction, or any agency of that
                government;

            
	 	 	 
	
              
                o

              

            	
              (n)

            	
              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;

            
	 	 	 
	
              
                o

              

            	
              (o)

            	
              an
                investment fund that distributes or has distributed its securities
                only
                to

            


    


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    


    
      	 	 	
              (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], and 2.19
                [Additional investment in investment funds] of NI 45-106;
                OR

            
	 	 	 
	 	 	
              (iii)
                a person described in paragraph (i) or (ii) that acquires or acquired
                securities under Section 2.18 [Investment fund reinvestment] of NI
                45-106;

            
	 	 	 
	
              
                o

              

            	
              (p)

            	
              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;

            
	 	 	 
	
              
                o

              

            	
              (q)

            	
              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;

            
	 	 	 
	
              
                o

              

            	
              (r)

            	
              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;

              

            
	 	 	 
	
               

            	
              (s)

            	
              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;

            
	 	 	 
	
               

            	
              (t)

            	
              an
                entity organized in a foreign jurisdiction that is analogous to any
                of the
                entities referred to in paragraphs (f) to (i) or paragraph (n) in
                form and
                function;

            
	 	 	 
	
               

            	
              (u)

            	
              an
                investment fund that is advised by a person registered as an adviser
                or a
                person that is exempt from registration as an adviser;
                OR

            
	 	 	 
	
               

            	
              (v)

            	
              a
                person that is recognized or designated by the securities regulatory
                authority or, except in Ontario and Québec, the regulator
                as

            
	 	 	 
	 	 	
              (i)
                an accredited investor; or

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

            


    

     

    For
      the
      purposes hereof:

     

    (a) “Canadian
      financial institution”
      means

     

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

     

    (ii) a
      bank,
      loan corporation, trust company , trust corporation, insurance company, treasury
      branch, credit union, caisse populaire, financial services cooperative, or
      league that, in each case, is authorized by an enactment of Canada or a
      jurisdiction of Canada to carry on business in Canada or a jurisdiction of
      Canada;

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    (b) “control
      person”
has
      the
      meaning ascribed to that term in securities legislation except Ontario where
      “control
      person”
means
      any person that holds or is one of a combination of persons that
      hold

     

    (i) a
      sufficient number of any of the securities of an issuer so as to affect
      materially the control of the issuer, or

     

    (ii) more
      than
      20% of the outstanding voting securities of an issuer except where there is
      evidence showing that the holding of those securities does not affect materially
      the control of that issuer;

     

    (c) “eligibility
      adviser”
means
      a
      person that is registered as an investment dealer or in an equivalent category
      of registration under the securities legislation of the jurisdiction of a
      purchaser and authorized to give advice with respect to the type of security
      being distributed;

     

    (d) “executive
      officer”
means,
      for an issuer, an individual who is

     

    (i) a
      chair,
      vice-chair or president,

     

    (ii) a
      vice-president in charge of a principal business unit, division or function
      including sales, finance or production,

     

    (iii) an
      officer of the issuer or any of its subsidiaries and who performs a
      policy-making function in respect of the issuer, or

     

    (iv) performing
      a policy-making function in respect of the issuer;

     

    (e) “financial
      assets”
means
      (i) cash, (ii) securities or (iii) a contract of insurance, a deposit or an
      evidence of a deposit that is not a security for the purposes of securities
      legislation;

     

    (f) “founder”
means,
      in respect of an issuer, a person who,

     

    (i) acting
      alone, in conjunction or in concert with one or more persons, directly or
      indirectly, takes the initiative in founding, organizing or substantially
      reorganizing the business of the issuer, and

     

    (ii) at
      the
      time of the trade is actively involved in the business of the
      issuer;

     

    (g) “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;

     

    (h) “investment
      fund”
has
      the
      meaning ascribed thereto in National Instrument 81-106 - Investment Fund
      Continuous Disclosure;

     

    (i) “person”
      includes

     

    (i) an
      individual, 

     

    (ii) a
      corporation,

     

    (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; 


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    (j) “related
      liabilities”
means
      

     

    (i) liabilities
      incurred or assumed for the purpose of financing the acquisition or ownership
      of
      financial assets, or

     

    (ii) liabilities
      that are secured by financial assets.

     

    (k) “spouse”
means,
      an individual who, 

     

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

     

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

     

    (iii) in
      Alberta, is an individual referred to in paragraph (i) or (ii) immediately
      above
      or is an adult interdependent partner within the meaning of the Adult
      Interdependent Relationships Act
      (Alberta); and

     

    (l) “subsidiary”
means
      an issuer that is controlled directly or indirectly by another issuer and
      includes a subsidiary of that subsidiary;

     

    (i) Affiliated
      Entities and Control 

     

    1. An
      issuer
      is considered to be an affiliate of another issuer if one of them is a
      subsidiary of the other, or if each of them is controlled by the same
      person.

     

    2. A
      person
      (first person) is considered to control another person (second person)
      if

     

    (a) the
      first
      person, directly or indirectly, beneficially owns or exercises control or
      direction over securities of the second person carrying votes which, if
      exercised, would entitle the first person to elect a majority of the directors
      of the second person, unless the first person holds the voting securities only
      to secure an obligation,

     

    (b) the
      second person is a partnership, other than a limited partnership, and the first
      person holds more than 50% of the interests in the partnership, or

     

    (c) the
      second person is a limited partnership and the general partner of the limited
      partnership is the first person.


     

    All
      monetary references are in Canadian Dollars


    
      
        
        

      

      
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    REPRESENTATION
      LETTER

     

    (FOR
      FAMILY, FRIENDS AND BUSINESS ASSOCIATES)

     

    TO: Pacific
      Copper Corp. (the “Corporation”)

     

    In
      connection with the purchase of Units of the Corporation (“Units”) by the
      undersigned subscriber, or if applicable, the principal on whose behalf the
      undersigned purchased as agent (the “Subscriber” for the purposes of this
      letter), the Subscriber hereby represents, warrants, covenants and ratifies
      to
      the Corporation that:

     

    
      	
              1.

            	 	
              The
                Subscriber is resident in or is subject to the laws of
                _________________;

            
	 	 	 
	
              2.

            	 	
              The
                Subscriber is purchasing the Units as principal for its own
                account;

            
	 	 	 
	
              3.

            	 	
              It
                is (please initial):

            
	 	 	 
	
              ___

            	
              (a)

            	
              a
                founder, director, executive officer or control person of the Corporation,
                or of an affiliate of the Corporation; or

            
	 	 	 
	
              ___

            	
              (b)

            	
              a
                spouse, parent, grandparent, brother, sister or child of a founder,
                director, executive officer or control person of the Corporation,
                or of an
                affiliate of the Corporation; or

            
	 	 	 
	
              ___

            	
              (c)

            	
              a
                parent, grandparent, brother, sister or child of the spouse of a
                director,
                senior officer or control person of the Corporation or of an affiliate
                of
                the Corporation; or

            
	 	 	 
	
              ___

            	
              (d)

            	
              a
                close personal friend of a founder, director, executive officer or
                control
                person of the Corporation, or of an affiliate of the Corporation,
                the
                details of whose relationship is as follows; or

            
	 	 	 
	 	 	
              Length
                of Relationship

            
	 	 	 
	 	 	
              Details
                of Relationship

            
	 	 	 
	
              ___

            	
              (e)

            	
              a
                close business associate of a founder, director, executive officer
                or
                control person of the Corporation, or of an affiliate of the Corporation,
                the details of whose relationship is as follows; or

            
	 	 	 
	 	 	
              Length
                of Relationship

            
	 	 	 
	 	 	
              Prior
                Business Dealings

            
	 	 	 
	 	 	
              Details
                of Relationship

            
	 	 	 
	
              ___

               

            	
              (f)

               

            	
              a
                person or company of which a majority of the voting securities are
                beneficially owned by, or a majority of the directors are, persons
                or
                companies described in paragraphs (a) to (e) (and in the case of
                paragraphs (d) or (e), the following information is
                provided):

            


    

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    


    
      	 	 	 
	 	 	
              Length
                of Relationship

            
	 	 	 
	 	 	
              Prior
                Business Dealings (if applicable)

            
	 	 	 
	 	 	
              Details
                of Relationship

            
	 	 	 
	
              ___

            	
              (g)

            	
              a
                trust or estate of which all of the beneficiaries or a majority of
                the
                trustees are persons or companies described in paragraphs (a) to
                (e) (and
                in the case of paragraphs (d) or (e), the following information is
                provided):

            
	 	 	 
	 	 	
              Length
                of Relationship

            
	 	 	 
	 	 	
              Prior
                Business Dealings (if applicable)

            
	 	 	 
	 	 	Details of
              Relationship
	 	 	 
	4.	 	The
              Subscriber represents and warrants that it is not resident in
              Saskatchewan.
	 	 	 
	5.	 	
              Upon
                execution of this letter by the Subscriber, this letter shall be
                incorporated into and form a part of the Subscription
                Agreement.

            


    

     

    Dated:
      _______________________, 2007.

     

    
      	 
	
              Print
                name of Subscriber

            
	 
	
              Phone
                Number (required)

            
	 
	
              Email
                (required)

            
	 
	
              By:

            	 
	 	
              Signature

            
	 	 
	 	
              Print
                name of Signatory (if different from Subscriber)

            
	 	 
	 	
              Title

            


    

     

    
      
        
        

      

      
        12