SUBSCRIPTION
AGREEMENT FOR UNITS

      


      
        	
                TO:

              	
                SEARCHLIGHT MINERALS CORP. (the
      “Corporation”)

              


      

      


      
        	
                AND
      TO:

              	
                D&D
      SECURITIES COMPANY (the “Agent”)

              


      

      


      The
undersigned (hereinafter referred to as the “Subscriber”) hereby
irrevocably subscribes for and agrees to purchase the number of Units, each Unit
comprising one common share and one half of one share purchase warrant
(collectively, the “Units”) of the Corporation set
forth below for the aggregate subscription price set forth below (the “Aggregate Subscription
Price”), representing a subscription price of US$3.00 per Unit, (the
“Subscription Agreement”) upon and subject
to the terms and conditions contained in this Subscription
Agreement.  Each full warrant entitles the holder to purchase one
additional common share at a price of US$4.50 for a period of two (2) years from
the Closing Date.  In
addition to this face page, the Subscriber must also complete the attached
Schedule A hereto.

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            
                                                                                              
                                                                                                
                                                                                                  
                                                                                                    
                                                                                                      	 
      	 
      	
                                                                                                              Number
      of Units:

                                                                                                            
	
                                                                                                              (Name
      of Subscriber - please print)

                                                                                                            	 
      	 
      
	 
      	 
      	 
      
	
                                                                                                              By:

                                                                                                            	 
      	 
      	 
      
	 
      	
                                                                                                              (Authorized
      Signature)

                                                                                                            	 
      	
                                                                                                              Aggregate
      Subscription Price:

                                                                                                            
	 
      	 
      	 
      
	 	 	 
	
                                                                                                              (Official
      Capacity or Title - please print)

                                                                                                            	 
      	 
      
	 	 	 
	 
      	 
      	If the Subscriber is signing as
      agent for a principal   
	
                                                                                                              (Please
      print name of individual whose signature appears above if different than
      the name of the subscriber printed above.)

                                                                                                            	 
      	
                                                                                                              and
      is not a trust company or a portfolio manager, in either case, purchasing
      as trustee or agent for accounts fully managed by it, complete the
      following and ensure that Schedule A, is completed in respect of such
      principal:

                                                                                                            
	 	 	 
	 
      	 
      	 
      
	
                                                                                                              (Subscriber’s
      Address)

                                                                                                            	 
      	 
      
	 
      	 
      	
                                                                                                              (Name
      of Principal)

                                                                                                            
	 
      	 
      	 
      
	 	 	 
	
                                                                                                              (Telephone
      Number)

                                                                                                            	 
      	
                                                                                                              (Principal’s
      Address)

                                                                                                            
	 
      	 
      	 
      
	 	 	 
	
                                                                                                              (E-Mail
      Address)

                                                                                                            	 
      	
                                                                                                              (Principal’s
      Telephone Number)

                                                                                                            
	
                                                                                                               
      

                                                                                                            	 
      	 
      
	 	 	 
	 
      	 
      	
                                                                                                              (Principal’s
      E-Mail Address)

                                                                                                            
	 
      	 
      	 
      
	
                                                                                                              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)

                                                                                                            
	 	 	 
	 	 	 


                                                                                                    

                                                                                                  

                                                                                                

                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      


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

       

      _______________________________,
2007

       

      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  SEARCHLIGHT MINERALS CORP.

                                	
                                   Subscription
      No:      

                                
	 
      	 
      	 
      	 
      
	
                                  By:

                                	 
      	 
      	 
      


                        

                      

                    

                  

                

              

            

          

        

      

       

      
        This
is the first page of an agreement comprised of 20 pages (including
Schedules)

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      THE SECURITIES OFFERED HEREUNDER MAY BE DISTRIBUTED IN CANADA
PURSUANT TO EXEMPTIONS FROM THE PROSPECTUS REQUIREMENTS OF THE SECURITIES ACT
(BRITISH COLUMBIA), SECURITIES ACT (ALBERTA), AND THE SECURITIES ACT (ONTARIO).
THE CORPORATION IS NOT AND MAY NEVER BE A REPORTING ISSUER IN THE PROVINCE OF
BRITISH COLUMBIA, THE PROVINCE OF ALBERTA,  OR THE PROVINCE OF
ONTARIO.  THE COMMON SHARES OF THE CORPORATION MAY NOT BE RESOLD IN
THE PROVINCE OF BRITISH COLUMBIA, THE PROVINCE OF ALBERTA, OR THE PROVINCE OF
ONTARIO, EXCEPT UNDER A PROSPECTUS OR STATUTORY EXEMPTION AVAILABLE ONLY IN
SPECIFIC AND LIMITED CIRCUMSTANCES UNLESS AND UNTIL THE CORPORATION BECOMES A
REPORTING ISSUER IN THE PROVINCE OF BRITISH COLUMBIA, THE PROVINCE OF ALBERTA,
OR THE PROVINCE OF ONTARIO, AS APPLICABLE, AND SUCH COMMON SHARES ARE HELD
THEREAFTER FOR THE APPLICABLE HOLD PERIOD.  AS THERE IS NO MARKET FOR
THESE SECURITIES IN CANADA, IT MAY BE DIFFICULT OR EVEN IMPOSSIBLE FOR THE
PURCHASER TO SELL THEM IN CANADA.

      


      THE
SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933 (THE "ACT"), AND ARE PROPOSED TO BE ISSUED IN RELIANCE UPON AN EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S
PROMULGATED UNDER THE ACT. UPON ANY SALE, SUCH SECURITIES MAY NOT BE REOFFERED
FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO U.S.
PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO AN
EFFECTIVE REGISTRATION UNDER THE ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM
REGISTRATION UNDER THE ACT.  HEDGING TRANSACTIONS INVOLVING THE
SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT.

      


      REGULATION
S SUBSCRIPTION AGREEMENT

      


      THIS AGREEMENT is made
effective as of the ______ day of ____________________, 2007.

      


      BETWEEN:

      THE
SUBSCRIBER LISTED ON THE EXECUTION PAGE

      TO
THIS AGREEMENT

      


      (hereinafter called the
"Subscriber")

      OF
THE FIRST PART

      


      AND:

      SEARCHLIGHT
MINERALS CORP., a Nevada corporation with a corporate office at #120 -
2441 W. Horizon Ridge Pkwy, Henderson, NV 89052

      


      (hereinafter
called the “Corporation")

      OF
THE SECOND PART

      


      THE PARTIES HEREBY AGREE AS
FOLLOWS:

      


      
        	
                1. 

              	
                DEFINITIONS

              


      

      


      
        	
                1.1 

              	
                The
      following terms will have the following meanings for all purposes of this
      Agreement.

              


      

      


      
        	
                 
      

              	
                (a)

              	
                "Subscription
      Agreement" means this Agreement, and all schedules and amendments to this
      Agreement.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                “Agent”
      means D&D Securities Company.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                “Agent
      Agreement” means the Agency Agreement between the Agent and the
      Corporation to be entered into prior to
Closing.

              


      

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                (d)

              	
                “Broker
      Warrants” has the meaning ascribed to such term in Section 7.1 of this
      Agreement.

              


      

      


      
        	
                 
      

              	
                (e)

              	
                “Common
      Shares” means the shares of common stock of the Corporation, $0.001 par
      value per share.

              


      

      


      
        	
                 
      

              	
                (f)

              	
                "Closing"
      means the closing of the purchase and sale of the Offered
      Securities.

              


      

      


      
        	
                 
      

              	
                (g)

              	
                "Closing
      Date" means [January
      <*>, 2007] or such other date as the Corporation may
      determine.

              


      

      


      
        	
                 
      

              	
                (h)

              	
                "Exchange
      Act " means the United States Securities Exchange Act of 1934, as
      amended.

              


      

      


      
        	
                 
      

              	
                (i)

              	
                "NI
      45-106" means National Instrument 45-106 – Prospectus and Registration
      Exemptions.

              


      

      


      
        	
                 
      

              	
                (j)

              	
                "Offered
      Securities" has the meaning ascribed to it in Section 2.1 of this
      Subscription Agreement.

              


      

      


      
        	
                 
      

              	
                (k)

              	
                "Offering"
      means the offering of the Units by the
  Corporation.

              


      

      


      
        	
                 
      

              	
                (l)

              	
                "Offering
      Jurisdictions" means British Columbia, Alberta and
  Ontario.

              


      

      


      
        	
                 
      

              	
                (m)

              	
                "Person"
      means an individual, a firm, a corporation, a syndicate, a partnership, a
      trust, an association, an unincorporated organization, a joint venture, an
      investment club, a government or an agency or political subdivision
      thereof and every other form of legal or business entity of whatsoever
      nature or kind.

              


      

      


      
        	
                 
      

              	
                (n)

              	
                “Purchase
      Price” means the purchase price payable by the Subscriber to the
      Corporation in consideration for the purchase and sale of the Units in
      accordance with Section 2.1 of this Subscription
  Agreement.

              


      

      


      
        	
                 
      

              	
                (o)

              	
                “Registration
      Period” has the meaning ascribed to it in Section 8.2 of this Subscription
      Agreement.

              


      

      


      
        	
                 
      

              	
                (p)

              	
                “Registration
      Statement” has the meaning ascribed to it in Section 8.1 of this
      Subscription Agreement.

              


      

      


      
        	
                 
      

              	
                (q)

              	
                "SEC"
      means the United States Securities and Exchange
  Commission.

              


      

      


      
        	
                 
      

              	
                (r)

              	
                "Securities
      Act" means the United States Securities Act of 1933, as
      amended.

              


      

      


      
        	
                 
      

              	
                (s)

              	
                "Shares"
      means the Common Shares to be purchased by the Subscriber and comprising a
      portion of the Units.

              


      

      


      
        	
                 
      

              	
                (t)

              	
                “Subscriber”
      means the Subscriber executing the signature page to this Subscription
      Agreement.

              


      

      


      
        	
                 
      

              	
                (u)

              	
                “Unit”
      means a unit consisting of one (1) Share and one-half (1/2) of a
      Warrant.

              


      

      


      
        	
                 
      

              	
                (v)

              	
                “U.S.
      Person” has the meaning ascribed to it in Section 3.1 of this Subscription
      Agreement.

              


      

      


      
        	
                 
      

              	
                (w)

              	
                “Warrant”
      means one whole share purchase warrant entitling the holder thereof to
      purchase one common share of the Corporation at a price of $4.50 per share
      during the period from the date of issuance to the date that is two years
      from the date of issuance.

              


      

      


      
        	
                 
      

              	
                (x)

              	
                “Warrant
      Shares” means the Common Shares to be issued upon exercise of the
      Warrants.

              


      

      


      1.2                    The
following schedules (the “Schedules”) are attached to and form part of this
Subscription Agreement:

       

      Schedule
A                                Accredited
Investor Confirmation

      


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

      


      1.3                    All
dollar amounts referred to in this Subscription Agreement are in United States
funds, unless expressly stated otherwise.

      


      
        	
                2. 

              	
                PURCHASE
      AND SALE OF UNITS

              


      

      


      2.1                    Subject
to the terms and conditions of this Subscription Agreement, the Subscriber
hereby subscribes for and agrees to purchase from the Corporation such number of
Units (the “Purchased Securities”) as is set forth upon the signature page
hereof at a price equal to $3.00 per Unit (the “Purchase
Price”).    Upon execution, the subscription by the
Subscriber will be irrevocable. The Purchased Securities form part of a larger
sale of an aggregate of 2,333,333 Units (the "Offered Securities") offered by
the Corporation.

      


      2.2                    The
Purchase Price is payable by the Subscriber contemporaneously with the execution
and delivery of this Subscription Agreement and will be advanced to the
Corporation or the Agent.  The Subscriber acknowledges that if the
funds are advanced to the Agent, the Agent shall release such funds to the
Corporation on confirmation by the Corporation that it will accept the
subscription.

      


      2.3                    Upon
execution by the Corporation, the Corporation agrees to sell such Units to the
Subscriber for the Purchase Price subject to the Corporation's right to sell to
the Subscriber such lesser number of Units as it may, in its sole discretion,
deem necessary or desirable.

      


      2.4                    Any
acceptance by the Corporation of this Subscription Agreement is conditional upon
compliance with all securities laws and other applicable laws of the
jurisdiction in which the Subscriber is resident.  Each Subscriber
will deliver to the Corporation all other documentation, agreements,
representations and requisite government forms required by the lawyers for the
Corporation as required to comply with all securities laws and other applicable
laws of the jurisdiction of the Subscriber.

      


      2.5                    Pending
acceptance of this subscription by the Corporation, all funds paid directly to
the Corporation by the Subscriber shall be deposited by the Corporation and
immediately available to the Corporation for its corporate
purposes.  In the event the subscription is not accepted, the
subscription funds will constitute a non-interest bearing demand loan of the
Subscriber to the Corporation.

      


      2.6                    The
Subscriber hereby authorizes and directs the Corporation to deliver the
securities to be issued to such Subscriber pursuant to this Subscription
Agreement to the Subscriber’s address indicated on the signature page of this
Subscription Agreement.

      


      2.7                    The
Subscriber acknowledges and agrees that the subscription for the Units and the
Corporation's acceptance of the subscription is not subject to any minimum
subscription for the Offering.

      


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

      


      
        	
                 
      

              	
                (a)

              	
                the
      Corporation has full corporate right, power and authority to execute and
      deliver this Subscription Agreement and to issue the Units to the
      Subscriber;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                the
      execution and delivery of, and the performance of the terms of this
      Subscription Agreement by the Corporation, including the issue of the
      Units, does not and will not constitute a breach of or default under the
      constating documents of the Corporation of any law, regulation, order or
      ruling applicable to the Corporation or any agreement, contract or
      indenture to which the Corporation is a party or by which it is bound;
      and

              


      

      


      
        	
                 
      

              	
                (c)

              	
                the
      Corporation is a duly incorporated and validly subsisting corporation
      under the laws of its jurisdiction of incorporation and has full corporate
      power and authority to perform each of its obligations as herein
      contemplated.

              


      

      


      2.9                    By
execution of this Subscription Agreement, the Corporation hereby agrees with the
Subscriber that the Subscriber shall have the benefit of the representations and
warranties made by the Corporation to the Agent and set forth in the Agency
Agreement, such representations and warranties shall form an integral part of
this Subscription Agreement and shall survive the Closing of the purchase and
sale of Units and shall continue in full force and effect for the benefit of the
Subscriber in accordance with the Agency Agreement.

      


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      


      
        	
                3. 

              	
                REGULATION
      S AGREEMENTS OF THE SUBSCRIBER

              


      

      


      3.1                    The
Subscriber represents and warrants to the Corporation and the Agent that the
Subscriber is not a “U.S. Person” as defined by Regulation S of the Securities
Act and is not acquiring the Units for the account or benefit of a U.S.
Person.

      


       A “U.S. Person” is defined by
Regulation S of the Securities Act to be any person who is:

      


      
        	
                 
      

              	
                (a)

              	
                any
      natural person resident in the United
States;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                any
      partnership or corporation organized or incorporated under the laws of the
      United States;

              


      

      


      
        	
                 
      

              	
                (c)

              	
                any
      estate of which any executor or administrator is a U.S.
      person;

              


      

      


      
        	
                 
      

              	
                (d)

              	
                any
      trust of which any trustee is a U.S.
person;

              


      

      


      
        	
                 
      

              	
                (e)

              	
                any
      agency or branch of a foreign entity located in the United
      States;

              


      

      


      
        	
                 
      

              	
                (f)

              	
                any
      non-discretionary account or similar account (other than an estate or
      trust) held by a dealer or other fiduciary organized, incorporate, or (if
      an individual) resident in the United States;
  and

              


      

      


      
        	
                 
      

              	
                (g)

              	
                any
      partnership or corporation if:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                organized
      or incorporated under the laws of any foreign jurisdiction;
      and

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                formed
      by a U.S. person principally for the purpose of investing in securities
      not registered under the Securities Act, unless it is organized or
      incorporated, and owned, by accredited Subscribers [as defined in Section
      230.501(a) of the Securities Act] who are not natural persons, estates or
      trusts.

              


      

      


      3.2                    The
Subscriber acknowledges that the Subscriber was not in the United States at the
time the offer to purchase the Units was received.

      


      3.3                    The
Subscriber acknowledges that the Units, the Shares, the Warrants and the Warrant
Shares are “restricted securities” within the meaning of the Securities Act and
will be issued to the Subscriber in accordance with Regulation S of the
Securities Act.

      


      3.4                    The
Subscriber agrees not to engage in hedging transactions with regard to the
Units, the Shares, the Warrants or the Warrant Shares unless in compliance with
the Securities Act.

      


      3.5                    The
Subscriber and the Corporation agree that the Corporation and the Corporation’s
agents will refuse to register any transfer of the Units, the Shares, the
Warrants or the Warrant Shares not made in accordance with the provisions of
Regulation S of the Securities Act, pursuant to registration under the
Securities Act, pursuant to an available exemption from registration, or
pursuant to this Subscription Agreement.

      


      3.6                    The
Subscriber agrees to resell the Units, the Shares, the Warrants and the Warrant
Shares only in accordance with the provisions of Regulation S of the Securities
Act, pursuant to registration under the Securities Act, or pursuant to an
available exemption from registration pursuant to the Securities
Act.

      


      3.7                    The
Subscriber acknowledges and agrees that all certificates representing the
Shares, the Warrants and the Warrant Shares will be endorsed with the following
legend in accordance with Regulation S of the Securities Act:

      


      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

      


      “THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 (THE "ACT"), AND HAVE BEEN ISSUED IN RELIANCE UPON AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S
PROMULGATED UNDER THE ACT.   SUCH SECURITIES MAY NOT BE REOFFERED
FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE
PROVISIONS OF REGULATION S, PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE ACT,
OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE
ACT.  HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE
CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT”.

      


      
        	
                4.

              	
                REPRESENTATIONS
      AND WARRANTIES OF THE SUBSCRIBER

              


      

      


      The
Subscriber, represents and warrants to the Corporation as follows, and
acknowledges that the Corporation and the Agent are relying upon such covenants,
representations and warranties in connection with the sale of the Units to such
Subscriber:

      


      4.1                    The
Subscriber is an investor in securities of companies in the development stage
and acknowledges that it is able to fend for itself, can bear the economic risk
of its investment, and has such knowledge and experience in financial or
business matters such that it is capable of evaluating the merits and risks of
the investment in the Units. The Subscriber can bear the economic risk of this
investment, and was not organized for the purpose of acquiring the
Units.

      


      4.2                    The
Subscriber has had full opportunity to review the Corporation’s filings with the
SEC pursuant to the Exchange Act, including the Corporation’s annual reports on
Form 10-KSB and quarterly reports on Form 10-QSB, and believes it has received
all the information it considers necessary or appropriate for deciding whether
to purchase the Units. The Subscriber further represents that it has had an
opportunity to ask questions and receive answers from the Corporation regarding
the terms and conditions of the Offering and the business, properties, prospects
and financial condition of the Corporation.  The Subscriber has had
full opportunity to discuss this information with the Subscriber’s legal and
financial advisers prior to execution of this Subscription
Agreement.

      


      4.3                    The
Subscriber acknowledges that the offering of the Units by the Corporation has
not been reviewed by the SEC and that the Units are being issued by the
Corporation pursuant to an exemption from registration under the Securities
Act.

      


      4.4                    The
Subscriber understands that the Units it is purchasing are characterized as
"restricted securities" under the Securities Act inasmuch as they are being
acquired from the Corporation in a transaction not involving a public offering
and that under such laws and applicable regulations such securities may be
resold without registration under the Securities Act only in certain limited
circumstances. In this connection, the Subscriber represents that it is familiar
with SEC Rule 144, as presently in effect and understands the resale limitations
imposed thereby and by the Securities Act, and that there may be no liquidity
for the Offered Securities, and until registered they will not be
transferable.

      


      4.5                    The
Units will be acquired by the Subscriber for investment for the Subscriber's own
account, not as a nominee or agent, and not with a view to the resale or
distribution of any part thereof, and that the Subscriber has no present
intention of selling, granting any participation in, or otherwise distributing
the same.  The Subscriber does not have any contract, undertaking,
agreement or arrangement with any person to sell, transfer or grant
participations to such person or to any third person, with respect to any of the
Units.

      


      4.6                    An
investment in the Corporation is highly speculative and only Subscribers who can
afford the loss of their entire investment should consider investing in the
Corporation and the Units. The Subscriber is financially able to bear the
economic risks of an investment in the Corporation.

      


      4.7                    The
Subscriber recognizes that the purchase of the Units involves a high degree of
risk in that the Corporation is in the early stages of development of its
business and may require substantial funds in addition to the proceeds of this
private placement.

      


      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

      


      4.8                    The
Subscriber is not aware of any advertisement of the Units.

      


      4.9                    This
Subscription Agreement has been duly authorized, validly executed and delivered
by the Subscriber.

      


      4.10                   The
Subscriber has satisfied himself or herself as to the full observance of the
laws of his or her jurisdiction in connection with any invitation to subscribe
for the Units or any use of this Subscription Agreement, including: (i) the
legal requirements within his jurisdiction for the purchase of the Units; (ii)
any foreign exchange restrictions applicable to such purchase; (iii) any
governmental or other consents that may need to be obtained; (iv) the income tax
and other tax consequences, if any, that may be relevant to an investment in the
Units; and (v) any restrictions on transfer applicable to any disposition of the
Units imposed by the jurisdiction in which the Subscriber is
resident.

      


      4.11                   Other
than the representations, warranties and covenants made by the Corporation to
the Subscriber herein, or by the Corporation to the Agent in the Agency
Agreement, it has relied solely upon publicly available information relating to
the Corporation and not upon any other verbal or written representation as to
fact or otherwise made by or on behalf of the Corporation or the Agent, such
publicly available information having been delivered to the Subscriber without
independent investigation or verification by the Agent, and agrees that the
Agent and the Agent's counsel assume no responsibility or liability of any
nature whatsoever for the accuracy, adequacy or completeness of the publicly
available information, and acknowledges that Corporation's counsel, O’Neill Law
Group PLLC, and the Agent's counsel, Stikeman, Graham, Keeley & Spiegel LLP,
are acting as counsel to the Corporation and the Agent, respectively, and not as
counsel to the Subscriber and the Subscriber may not rely upon such counsel in
any respect.

      


      
        	
                5. 

              	
                ACKNOWLEDGEMENTS
      OF SUBSCRIBER

              


      

      


      5.1                The
Subscriber, on its own behalf and, if applicable, on behalf of others for whom
it is acting hereunder, acknowledges and agrees as follows:

      


      
        	
                 
      

              	
                (a)

              	
                No
      securities commission, agency, governmental authority, regulatory body,
      stock exchange or other regulatory body has reviewed or passed on the
      merits of the Units.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                The
      Offered Securities may be distributed in Canada pursuant to exemptions
      from the prospectus requirements of the Securities Act (British Columbia),
      Securities Act (Alberta), and the Securities Act (Ontario). The
      Corporation is not and may never be a reporting issuer in the province of
      British Columbia, the Province of Alberta, or the Province of
      Ontario.  The Common Shares of the Corporation may not be resold
      in the Province of British Columbia, the Province of Alberta, or the
      Province of Ontario, except under a prospectus or statutory exemption
      available only in specific and limited circumstances unless and until the
      Corporation becomes a reporting issuer in the Province of British
      Columbia, the Province of Alberta, or the Province of Ontario, as
      applicable, and such Common Shares are held thereafter for the applicable
      hold period.  As there is no market for the Offered Securities
      in Canada, it may be difficult or even impossible for the Subscriber to
      sell them in Canada.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                The
      Units may be subject to statutory resale restrictions under the securities
      laws of the province in which the Subscriber resides and under other
      applicable securities laws, and the Subscriber covenants that it will not
      resell the Units except in compliance with such laws and the Subscriber
      acknowledges that it is solely responsible (and the Corporation is in any
      way responsible) for such
compliance.

              


      

      


      
        	
                 
      

              	
                (d)

              	
                The
      Subscriber’s ability to transfer the Shares, Warrants and Warrant Shares
      is limited by, among other things, applicable securities
    laws.

              


      

      


      
        	
                 
      

              	
                (e)

              	
                The
      certificates representing the Shares, the Warrants and the Warrant Shares
      will bear, as of the closing of the Offering, legends substantially in the
      following form and with the necessary information
  inserted:

              


      

      


      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

      


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

      


      
        	
                 
      

              	
                (f)

              	
                The
      Subscriber, and each beneficial purchaser for whom it is contracting
      hereunder, shall execute, deliver, file and otherwise assist the
      Corporation with filing all documentation required by the applicable
      securities laws to permit the subscription for the Units and the issuance
      of the Shares, the Warrants and the Warrant
  Shares.

              


      

      


      
        	
                 
      

              	
                (g)

              	
                The
      Corporation is relying on the representations, warranties and covenants
      contained herein and in the applicable Schedules attached hereto to
      determine the Subscriber’s eligibility to subscribe for the Units under
      applicable securities laws and the Subscriber agrees to indemnify the
      Corporation, and each of its respective directors and officers against all
      losses, claims, costs, expenses, damages or liabilities which any of them
      may suffer or incur as a result of or arising from reliance thereon. The
      Subscriber undertakes to immediately notify the Corporation of any change
      in any statement or other information relating to the Subscriber set forth
      in such applicable Schedules which takes place prior to the closing of the
      Offering.

              


      

      


      
        	
                 
      

              	
                (h)

              	
                The
      Subscriber acknowledges that the Warrants may not be exercised in the
      United States by or on behalf of a U.S. Person, unless the Warrants and
      the Warrant Shares are registered under the Securities Act and applicable
      state securities law or unless the Corporation has consented to such
      offer, sale or distribution and such exercise is made in accordance with
      an exemption from the registration requirements under the Securities Act
      and the securities laws of all applicable states of the United
      States.

              


      

      


      
        	
                 
      

              	
                (i)

              	
                The
      Subscriber, and each beneficial purchaser for whom it is contracting
      hereunder, is responsible for obtaining such legal and tax advice as it
      considers appropriate in connection with the execution, delivery and
      performance of this Subscription Agreement and the transactions
      contemplated under this Subscription Agreement. The Subscriber, and each
      beneficial purchaser, is not relying on the Corporation, or its respective
      affiliates or counsel in this
regard.

              


      

      


      
        	
                 
      

              	
                (j)

              	
                There
      is no government or other insurance covering the Shares, the Warrants or
      the Warrant Shares.

              


      

      


      
        	
                 
      

              	
                (k)

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

              


      

      


      
        	
                 
      

              	
                (l)

              	
                The
      Subscriber has not received or been provided with a prospectus, offering
      memorandum, within the meaning of the applicable securities laws, nor any
      sales or advertising literature in connection with the Offering and the
      Subscriber’s decision to subscribe for the Units was not based upon, and
      the Subscriber has not relied upon, any verbal or written representations
      as to facts made by or on behalf of the Corporation. The Subscriber’s
      decision to subscribe for the Units was based solely upon information
      about the Corporation which is publicly available (any such information
      having been obtained by the Subscriber) and, without limiting the
      generality of the foregoing, the Subscriber acknowledges that the
      independent auditors of the Corporation have not participated in any
      independent due diligence investigation or verification of such publicly
      available information nor have such independent auditors provided any
      additional or supplemental comfort in connection with the Corporation, its
      financial statements or this
Offering;

              


      

      


      
        	
                 
      

              	
                (m)

              	
                The
      Subscriber is not purchasing Units with knowledge of material information
      concerning the Corporation which has not been generally
      disclosed.

              


      

      


      
        	
                 
      

              	
                (n)

              	
                No
      person has made any written or oral
  representations:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                that
      any person will resell or repurchase the Shares, the Warrants or the
      Warrant Shares;

              


      

      


      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

      


      
        	
                 
      

              	
                (ii)

              	
                that
      any person will refund the Purchase Price;
or

              


      

      


      
        	
                 
      

              	
                (iii)

              	
                as
      to the future price or value of the Shares, the Warrants or the Warrant
      Shares.

              


      

      


      
        	
                 
      

              	
                (o)

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

              


      

      


      
        	
                 
      

              	
                (p)

              	
                the
      entry into this Subscription Agreement and the transactions contemplated
      hereby will not result in a violation of any of the terms or provisions of
      any law applicable to the Subscriber, or if the Subscriber is not a
      natural person, any of the Subscriber’s constating documents, or any
      agreement to which the Subscriber is a party or by which it is
      bound.

              


      

      


      
        	
                 
      

              	
                (q)

              	
                the
      Subscriber acknowledges that it has been advised it should obtain
      independent legal, income tax and investment advice with respect to its
      subscription for these Units and accordingly, has been independently
      advised as to the meanings of all terms contained herein relevant to the
      Subscriber for purposes of giving representations, warranties and
      covenants under this Subscription
Agreement.

              


      

      


      
        	
                 
      

              	
                (r)

              	
                the
      Subscriber acknowledges that no representation has been made to the
      Subscriber with respect to the future value or price of the
      Units.

              


      

      


      
        	
                 
      

              	
                (s)

              	
                the
      Subscriber acknowledges that the Corporation may complete additional
      financings in the future in order to develop the business of the
      Corporation and to fund its ongoing development; that there is no
      assurance that such financings will be available and, if available, on
      reasonable terms; and that any such future financings may have a dilutive
      effect on current securityholders, including the
    Subscriber.

              


      

      


      
        	
                6. 

              	
                CANADIAN
      SECURITIES REQUIREMENTS

              


      

      


      6.1                    The
sale of the Purchased Securities by the Corporation to the Subscriber is
conditional upon such sale being exempt from the requirements as to the filing
of a prospectus and as to the preparation of an offering memorandum contained in
any statute, regulation, instrument, rule or policy applicable to the sale of
the Purchased Securities or upon the issue of such orders, consents or approvals
as may be required to permit such sale without the requirement of filing a
prospectus or delivering an offering memorandum.

      


      By the
Subscriber’s acceptance of this Subscription Agreement, the Subscriber
represents and warrants to the Corporation (which representations and warranties
shall survive the Closing) that:

      


      
        	
                 
      

              	
                (a)

              	
                Ontario
      Subscribers:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                If
      the Subscriber is resident in, or is otherwise subject to the securities
      laws of, the Province of Ontario, then the Subscriber hereby certifies to
      the Corporation that the Subscriber is purchasing the Purchased Securities
      as principal and is an “accredited investor” as defined in NI 45-106 and
      has concurrently executed and delivered a certificate in the form attached
      as Schedule A hereto; and

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                The
      provisions of paragraph (a) of this subsection 6.1(a) will be true and
      correct both as of the date of execution of this Subscription Agreement
      and as of the Closing Date.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                British Columbia
      Subscribers:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                If
      the Subscriber is resident in, or is otherwise subject to the securities
      laws of, the Province of British Columbia, then the Subscriber
      is:

              


      

      


      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                A.

              	
                purchasing
      the Purchased Securities as principal for the Subscriber’s own account,
      and not for the benefit of any other Person and not with a view to the
      resale of the Purchased Securities and the Subscriber is an "accredited
      investor" as defined in NI 45-106;
or

              


      

       

      
        	
                 
      

              	
                B.

              	
                purchasing
      the Purchased Securities as agent for a beneficial principal disclosed on
      the execution page of this Subscription Agreement, and the subscriber is
      an agent or trustee with proper authority to execute all documents
      required in connection with the purchase of the Purchased Securities on
      behalf of such disclosed principal and such disclosed principal for whom
      the Subscriber is acting is an “accredited investor” as defined in NI
      45-106 and is purchasing as principal for its own account, and not for the
      benefit of any other Person, and is purchasing for investment only and not
      with a view to resale or distribution;
and

              


      

      


      the
Subscriber has concurrently executed and delivered a certificate in the form
attached as Schedule A hereto.

       

      
        	
                 
      

              	
                (ii)

              	
                The
      provisions of paragraph (b)(i) of this subsection 6.1(b) will be true and
      correct both as of the date of execution of this Subscription Agreement
      and as of the Closing Date.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                Alberta
      Subscribers:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                If
      the Subscriber is resident in, or is otherwise subject to the securities
      laws of, the Province of Alberta, then the Subscriber
  is:

              


      

       

      
        	
                 
      

              	
                A.

              	
                purchasing
      the Purchased Securities as principal for the Subscriber’s own account,
      and not for the benefit of any other Person and not with a view to the
      resale of the Purchased Securities and the Subscriber is an "accredited
      investor" as defined in NI 45-106;
or

              


      

       

      
        	
                 
      

              	
                B.

              	
                purchasing
      the Purchased Securities as agent for a beneficial principal disclosed on
      the execution page of this Subscription Agreement, and the subscriber is
      an agent or trustee with proper authority to execute all documents
      required in connection with the purchase of the Purchased Securities on
      behalf of such disclosed principal and such disclosed principal for whom
      the Subscriber is acting is an “accredited investor” as defined in NI
      45-106 and is purchasing as principal for its own account, and not for the
      benefit of any other Person, and is purchasing for investment only and not
      with a view to resale or distribution;
and

              


      

      


      the
Subscriber has concurrently executed and delivered a certificate in the form
attached as Schedule A hereto.

       

      
        	
                 
      

              	
                (ii)

              	
                The
      provisions of paragraph (c)(i) of this subsection 6.1(c) will be true and
      correct both as of the date of execution of this Subscription Agreement
      and as of the Closing Date.

              


      

      


      
        	
                7.

              	
                COMMISSION TO THE
      AGENT

              


      

      


      7.1                    The
Subscriber understands that in connection with the issue and sale of the Units
pursuant to the Offering, the Agent will receive from the Corporation on
Closing, a corporate finance fee in the amount of up to $[●] and a cash payment
equal to 7% of the gross proceeds of the Offering. The Corporation will also
grant to the Agent non-assignable warrants (the “Broker Warrants”) equal to 3%
of the number of Units sold pursuant to the Offering. Each Broker Warrant shall
be exercisable by the Agent to acquire one share of the Corporation’s common
stock at an exercise price of $4.50 per common share until 5:00 p.m. (Pacific
Standard Time) on the date that is two years following the Closing Date. No
other fee or commission is payable by the Corporation in connection with the
completion of the Offering.

      


      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

      


      
        	
                8. 

              	
                REGISTRATION
      OF PURCHASED SECURITIES

              


      

      


      8.1                    The
Corporation hereby agrees to file with the SEC a Registration Statement on Form
SB-2 (the “Registration Statement”), or on such other form as is available,
registering the Purchased Securities. The Corporation agrees to use its best
efforts to cause the Registration Statement to be declared effective by the SEC
within four months and one day after the Closing Date (the “Filing
Deadline”).

      


      8.2                    The
Corporation agrees to keep the Registration Statement effective pursuant to Rule
415 of the Securities Act for a period of nine months following the date the
Registration Statement is declared effective by the SEC (the “Registration
Period”).

      


      8.3                    The
Corporation agrees to prepare and file with the SEC such amendments (including
post-effective amendments) and supplements to a Registration Statement and the
prospectus used in connection with such Registration Statement, which prospectus
is to be filed pursuant to Rule 424 promulgated under the Securities Act, as may
be necessary to keep such Registration Statement effective at all times during
the Registration Period, and, during such period, comply with the provisions of
the Securities Act with respect to the disposition of all Purchased Securities
of the Corporation covered by such Registration Statement until such time as all
of such Purchased Securities shall have been disposed of in accordance with the
intended methods of disposition by the seller or sellers thereof as set forth in
such Registration Statement. In the case of amendments and supplements to a
Registration Statement which are required to be filed pursuant to this
Subscription Agreement by reason of the Corporation's filing a report on Form
10-KSB, Form 10-QSB or Form 8-K or any analogous report under the Exchange Act,
the Corporation shall have incorporated such report by reference into the
Registration Statement, if applicable, or shall file such amendments or
supplements with the SEC on the same day on which the Exchange Act report is
filed which created the requirement for the Corporation to amend or supplement
the Registration Statement.

      


      8.4                    The
Corporation shall use its best efforts to cause the Purchased Securities covered
by the applicable Registration Statement to be registered with or approved by
such other governmental agencies or authorities as may be necessary to
consummate the disposition of such Purchased Securities.

      


      8.5                    All
expenses incurred in connection with the filing and registration of the
Registration Statement, including, without limitation, all registration,
qualifications fees, printers, legal and accounting fees shall be paid by the
Corporation.

      


      
        	
                9. 

              	
                CLOSING

              


      

      


      9.1                    The
Subscriber agrees to deliver to the Agent, not later than 4:30 p.m. (Eastern
Standard Time) on the day that is two business days before the Closing
Date:

      


      
        	
                 
      

              	
                (a)

              	
                this
      duly completed and executed Subscription
  Agreement;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                if
      the Subscriber is an “accredited investor” a fully executed and completed
      Certificate in the form of Schedule A;
and

              


      

      


      
        	
                 
      

              	
                (c)

              	
                a
      certified cheque or bank draft payable to “D&D Securities Company” for
      the Aggregate Subscription Price of the Units subscribed for under this
      Subscription Agreement or payment of the same amount in such other manner
      as is acceptable to the Agent.

              


      

      


      9.2                    The
sale of the Units pursuant to this Subscription Agreement will be completed at
the offices of O’Neill Law Group PLLC, the Corporation’s counsel, at Suite 1880,
Royal Centre, 1055 W. Georgia St., Vancouver, BC, Canada, at 1:00 p.m. (Pacific
Standard Time) or such other time as the Corporation and the Agent may agree
(the “Closing Time”) on the Closing Date. At the Closing Time, if the terms and
conditions contained in the Agency Agreement have been complied with to the
satisfaction of the Agent or waived by the Agent, the Agent shall deliver to the
Corporation all completed subscription agreements, including this Subscription
Agreement, and the Aggregate Subscription Amount against delivery by the
Corporation of the certificates representing the Units and such other
documentation as may be required.

      


      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

      


      9.3                    The
Corporation and the Agent shall be entitled to rely on delivery of a facsimile
copy of executed subscriptions, and acceptance by the Corporation of such
facsimile subscriptions shall be legally effective to create a valid and binding
agreement between the Subscriber and the Corporation in accordance with the
terms hereof.

      


      
        	
                10. 

              	
                MISCELLANEOUS

              


      

      


      10.1                  Any
notice under this Subscription Agreement shall be given in writing and either
delivered or telecopied to the party to receive such notice at the address or
telecopy numbers indicated below:

      


      to the
Corporation:

      


      Searchlight
Minerals Corp.

      #120 -
2441 W. Horizon Ridge Pkwy.

      Henderson,
NV  89052

      


      Attention:
Ian McNeil, President

      


      Fax:
(702) 451-4939

      


      with a
copy to:

      


      O’Neill
Law Group PLLC

      Suite
1880, Royal Centre

      1055 West
Georgia Street, Box 11122

      Vancouver,
BC V6E 3P3

      


      Attention:
Conrad Nest

      


      Fax:
(604) 687-6650

      


      to the
Agent:

      


      D&D
Securities Company

      150 York
Street, Suite 1716

      Toronto,
ON  M5H 3S5

      


      Attention:  Robert
F. Rose

      


      Fax:
(416) 363-3316

      


      with a
copy to:

      


      Stikeman,
Graham, Keeley & Spiegel LLP

      220 Bay Street, Suite 700

      Toronto, ON  M5J
2W4

      


      Attention: Robert Spiegel

      


      Fax: (416) 365-1813

      


      or such
other address or telecopy number as such party may hereafter designate by notice
in writing to the other party. If a notice is delivered, it shall be effective
from the date of delivery; and if such notice is telecopied (with receipt
confirmed), it shall be effective on the business day following the date such
notice is telecopied.

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

      10.2                     The
Subscriber (on its own behalf and, if applicable, on behalf of any person for
whose benefit the Subscriber is subscribing) acknowledges and consents to the
fact the Corporation is collecting the Subscriber’s (and any beneficial
purchaser’s) personal information for the purpose of completing the Subscriber’s
subscription.  The Subscriber (on its own behalf and, if applicable,
on behalf of any person for whose benefit the Subscriber is subscribing)
acknowledges and consents to the Corporation retaining the personal information
for as long as permitted or required by applicable law or business
practices.  The Subscriber (on its own behalf and, if applicable, on
behalf of any person for whose benefit the Subscriber is subscribing) further
acknowledges and consents to the fact the Corporation may be required by
applicable securities laws, stock exchange rules, and Investment Dealers
Association of Canada rules to provide regulatory authorities any personal
information provided by the Subscriber respecting itself (and any beneficial
purchaser).  The Subscriber represents and warrants that it has the
authority to provide the consents and acknowledgements set out in this paragraph
on behalf of all beneficial purchasers.

      


      10.3                     The
parties agree to execute and deliver all such further documents, agreements and
instruments and take such other and further action as may be necessary or
appropriate to carry out the purposes and intent of this Subscription
Agreement.

      


      10.4                     The
Subscriber agrees that the representations, warranties and covenants of the
Subscriber herein will be true and correct both as of the execution of this
Subscription Agreement and as of the Closing Time and will survive the
completion of the issuance of the Units.  The representations,
warranties and covenants of the Subscriber herein are made with the intent that
they be relied upon by the Corporation and the Agent in determining the
eligibility of a purchaser of Units and the Subscriber agrees to indemnify the
Corporation and the Agent and their respective trustees, affiliates,
shareholders, directors, officers, partners, employees, advisors and agents
against all losses, claims, costs, expenses and damages or liabilities which any
of them may suffer or incur which are caused or arise from a breach
thereof.  The Subscriber undertakes to immediately notify the
Corporation at #120 - 2441 W. Horizon Ridge Pkwy., Henderson,
NV  89052 (Fax Number: (702-451-4939)) and the Agent, D&D
Securities Company, 1714 – 150 York Street, Toronto, ON  M5H 3S5,
Attention:  Robert Rose (Fax Number: (416) 363-3316), of any change in
any statement or other information relating to the Subscriber set forth herein
which takes place prior to the Closing Time.

      


      10.5                     The
Subscriber acknowledges that the Agent has been appointed by the Corporation to
act as the Agent of the Corporation and to offer the Units on a “best efforts”
basis and, in connection therewith, the Corporation and the Agent have entered
into the Agency Agreement pursuant to which the Agent, in connection with the
issue and sale of the Units, will receive a fee from the
Corporation.  The Subscriber hereby irrevocably authorizes the Agent:
(a) to act as its representative at the closing and to execute in its name and
on its behalf all closing receipts and documents required; (b) to complete, or
correct any errors or omissions in, any form or document provided by the
Subscriber; (c) to receive on its behalf certificates representing the Units
purchased under this Subscription Agreement; (d) to approve any opinions,
certificates or other documents addressed to the Subscriber; (e) to waive, in
whole or in part, any representations, warranties, covenants or conditions for
the benefit of the Subscriber and contained in the Agency Agreement; and (f) to
exercise any rights of termination contained in the Agency
Agreement.

      


      10.6                     The
obligations of the parties hereunder are subject to receipt of all applicable
regulatory approvals.

      


      10.7                     The
Subscriber acknowledges and agrees that all costs incurred by the Subscriber
(including any fees and disbursements of any special counsel retained by the
Subscriber) relating to the sale of the Units to the Subscriber shall be borne
by the Subscriber.

      


      10.8                     Time
shall be of the essence hereof.

      


      10.9                     This
Subscription Agreement represents the entire agreement of the parties hereto
relating to the subject matter hereof and there are no representations,
covenants or other agreements relating to the subject matter hereof except as
stated or referred to herein.

      


      10.10                   The
Subscriber acknowledges that the Corporation's counsel, O'Neill Law Group PLLC,
is acting solely for the Corporation, and the Agent's counsel, Stikeman, Graham,
Keeley & Spiegel LLP, is acting solely for the Agent, in connection with the
Offering and the Subscriber may not rely upon either such counsel in any
respect.

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      10.11                 The
terms and provisions of this Subscription Agreement shall be binding upon and
enure to the benefit of the Subscriber and the Corporation and their respective
heirs, executors, administrators, successors and assigns; provided that, except
for the assignment by a Subscriber who is acting as nominee or agent to the
beneficial owner and as otherwise herein provided, this Subscription Agreement
shall not be assignable by any party without prior written consent of the other
parties.

      


      10.12                 The
Subscriber (on its own behalf and, if applicable, on behalf of any person for
whose benefit the Subscriber is subscribing) acknowledges and consents to the
Corporation:

      


      
        	
                 
      

              	
                (a)

              	
                collecting
      the Subscriber’s (and that of any person for whose benefit the Subscriber
      is subscribing) personal information for the purposes of completing the
      Subscriber’s subscription;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                retaining
      the personal information for as long as permitted or required by
      applicable law or business practices;
and

              


      

      


      
        	
                 
      

              	
                (c)

              	
                providing
      to various governmental and regulatory authorities, as may be required by
      applicable securities laws, stock exchange rules, and the rules of the
      Investment Dealers Association, or to give effect to this agreement any
      personal information provided by the
Subscriber.

              


      

      


      The
Subscriber represents and warrants that it has the authority to provide the
consents and acknowledgments set out in this paragraph on behalf of all persons
for whose benefit the Subscriber is subscribing.

      


      If the
Subscriber is resident in Ontario, it acknowledges it has been notified by the
Corporation: (i) of the delivery to the Ontario Securities Commission (the
"OSC") of the Subscriber’s personal information; (ii) that the Subscriber’s
personal information is being collected indirectly by the OSC under the
authority granted to it in the securities legislation; (iii) the Subscriber’s
personal information is being collected for the purposes of the administration
and enforcement of the securities legislation of Ontario; and (iv) the contact
information of the public official in Ontario who can answer questions about the
OSC’s indirect collection of personal information is, Administrative Assistant
to the Director of Corporate Finance, Ontario Securities Commission, Suite 1903,
Box 5520 Queen Street West, Toronto, Ontario, M5H 3S8, telephone (416) 593-8086,
facsimile (416) 593-8252.

      


      10.13                 The
Subscriber, on its own behalf and, if applicable, on behalf of others for whom
it is contracting hereunder, agrees that this subscription is made for valuable
consideration and may not be withdrawn, cancelled, terminated or revoked by the
Subscriber, on its own behalf and, if applicable, on behalf of others for whom
it is contracting hereunder.

      


      10.14                 Neither
this Subscription Agreement nor any provision hereof shall be modified, changed,
discharged or terminated except by an instrument in writing signed by the party
against whom any waiver, change, discharge or termination is
sought.

      


      10.15                 The
invalidity, illegality or unenforceability of any provision of this Subscription
Agreement shall not affect the validity, legality or enforceability of any other
provision hereof.

      


      10.16                 The
Subscriber acknowledges and agrees that acceptance of this Subscription
Agreement will be conditional, among other things, upon the sale of Units to the
Subscriber being exempt from any prospectus and offering memorandum requirements
of all applicable securities laws.  The Corporation will be deemed to
have accepted this Subscription Agreement upon the delivery at closing of the
certificates representing the Units to or upon the direction of the Subscriber
in accordance with the provisions hereof.

      


      10.17                 The
headings used in this Subscription Agreement have been inserted for convenience
of reference only and shall not affect the meaning or interpretation of this
Subscription Agreement or any provision hereof.

      


      10.18                 The
covenants, representations and warranties contained herein shall survive the
closing of the transactions contemplated hereby.

      


      10.19                 This
Subscription Agreement may be executed in two or more counterparts, each of
which shall constitute an original, but all of which, when taken together, shall
constitute but one instrument, and shall become effective when one or more
counterparts have been signed by each party hereto and delivered to the other
parties.

      


      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

      


      10.20                   Notwithstanding
the place where this Subscription Agreement may be executed by any of the
parties hereto, the parties expressly agree that all the terms and provisions
hereof shall be construed in accordance with and governed by the laws of the
State of Nevada.

      


      IN WITNESS WHEREOF, this
Subscription Agreement is executed as of the day and year first written
above.

      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        	
                                                                Number
      of Units Subscribed For:

                                                              	
                                                                                                               Units

                                                              
	 	 
	
                                                                Signature
      of Subscriber or

                                                                Authorized
      Signatory for Subscriber

                                                                (if
      Subscriber is not an individual):

                                                              	 
      
	 	 
	
                                                                Name
      of Authorized Signatory for Subscriber

                                                                (if
      Subscriber is not an individual):

                                                              	 
      
	 	 
	
                                                                Name
      of Subscriber:

                                                              	 
      
	 	 
	
                                                                Address
      of Subscriber:

                                                              	 
      
	 	 
	
                                                                The
      natural person(s) who directly or indirectly alone or with others has
      beneficial ownership and voting control over the securities of the
      Subscriber (if Subscriber is not an individual):

                                                              	 
      
	 	 
	
                                                                Jurisdiction
      of Incorporation of Subscriber: (If Subscriber is a
      Corporation)

                                                              	 
      
	 	 
	
                                                                Social
      Security Number of Subscriber if Subscriber is an individual (or Federal
      Taxpayer ID Number if Subscriber is a Corporation)

                                                              	 
      


                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      


      ACCEPTED
BY:

      


      SEARCHLIGHT
MINERALS CORP.

      


      
        
          
            
              
                	
                        Signature
      of Authorized Signatory:

                      	 
      
	 
      	 
      
	
                        Name
      of Authorized Signatory:

                      	 
      
	 
      	 
      
	
                        Position
      of Authorized Signatory:

                      	 
      
	 	 
	
                        Date
      of Acceptance:

                      	 
      


              

            

          

        

      

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

       

      SCHEDULE
A

      ACCREDITED INVESTOR
CONFIRMATION

      


      TO:           SEARCHLIGHT
MINERALS CORP.

      


      CERTIFICATE

      


      In
connection with the purchase by the undersigned purchaser (the "Purchaser") of
units (the "Purchased Securities") of Searchlight Minerals Corp. (the
"Corporation"), the Purchaser hereby represents, warrants, covenants and
certifies that:

      


      
        	
                1.

              	
                the
      Purchaser is purchasing the Purchased Securities as principal for its own
      account;

              


      

      


      
        	
                2.

              	
                the
      Purchaser is an "accredited investor" as defined in National Instrument
      45-106 – Prospectus and
      Registration Exemptions by virtue of satisfying the indicated
      criterion as set out in Appendix A to this
      Certificate;

              


      

      


      
        	
                3.

              	
                the
      above representations, warranties and covenants will be true and correct
      both as of the execution of this certificate and as of the closing time of
      the purchase and sale of the Purchased Securities and will survive the
      completion of the issue of the Purchased Securities;
  and

              


      

      


      
        	
                4.

              	
                the
      foregoing representations, warranties and covenants are made by the
      undersigned with the intent that they be relied upon in determining the
      suitability of the undersigned as a purchaser of the Purchased Securities
      and the undersigned undertakes to immediately notify the Corporation of
      any change in any statement or other information relating to the Purchaser
      set forth herein which takes place prior to the closing time of the
      purchase and sale of the Purchased
Securities.

              


      

      


      
        
          
            
              
                
                  	 
      	 
      
	 
      	
                            Print
      name of Purchaser

                        
	 	 
	 
      	
                           
      By:

                        	 
      
	 
      	 
      	
                          Signature

                        
	 
      	 
      	 
      
	 
      	 
      	
                          Title

                        
	 	 	 
	 
      	 
      	
                          Date

                        


                

              

            

          

        

      

       

      IMPORTANT:
PLEASE INITIAL THE APPLICABLE ITEM ON APPENDIX A ATTACHED TO THIS
CERTIFICATE.

       

      
        
          
          

        

        
          A-1

          
            

          

        

        
          
          

        

      

       

       APPENDIX
A TO SCHEDULE A

      ACCREDITED
INVESTOR CONFIRMATION

      


      (For
accredited investors resident in Canada)

      


      The
Subscriber represents and warrants to the Corporation that the Subscriber has
read the following definition of an "accredited investor" from
National Instrument 45-106 - Prospectus and Registration
Exemptions and certifies that the Subscriber is an accredited investor by
virtue of falling into one or more of the categories below as indicated by their
initials beside each such category:

      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            
                                                                                              
                                                                                                
                                                                                                  
                                                                                                    
                                                                                                      
                                                                                                        
                                                                                                          
                                                                                                            
                                                                                                              
                                                                                                                
                                                                                                                  
                                                                                                                    
                                                                                                                      
                                                                                                                        
                                                                                                                          
                                                                                                                            
                                                                                                                              
                                                                                                                                
                                                                                                                                  
                                                                                                                                    
                                                                                                                                      
                                                                                                                                        
                                                                                                                                          
                                                                                                                                            
                                                                                                                                              
                                                                                                                                                
                                                                                                                                                  
                                                                                                                                                    
                                                                                                                                                      
                                                                                                                                                        
                                                                                                                                                          
                                                                                                                                                            
                                                                                                                                                              
                                                                                                                                                                
                                                                                                                                                                  
                                                                                                                                                                    
                                                                                                                                                                      
                                                                                                                                                                        
                                                                                                                                                                          
                                                                                                                                                                            
                                                                                                                                                                              
                                                                                                                                                                                
                                                                                                                                                                                  
                                                                                                                                                                                    
                                                                                                                                                                                      	  	(a) 	
                                                                                                                                                                                              a
      Canadian financial
      institution or a Schedule III
      bank;

                                                                                                                                                                                            
	
                                                                                                                                                                                              (initial)

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

                                                                                                                                                                                            
	
                                                                                                                                                                                              (initial)

                                                                                                                                                                                            	 	 
	 	(c) 	
                                                                                                                                                                                              a
      subsidiary of any
      person referred to
      in paragraphs (a) or (b), if the person  owns
      all of the voting securities of the subsidiary, except the
      voting securities required by law to be owned by directors of that subsidiary;

                                                                                                                                                                                            
	
                                                                                                                                                                                              (initial)

                                                                                                                                                                                            	 	 
	 	(d) 	
                                                                                                                                                                                              a
      person registered
      under the securities legislation of a jurisdiction of Canada, as an
      adviser or dealer, other than a person registered solely
      as a limited market dealer registered under one or both of the Securities Act
      (Ontario) or the Securities Act
      (Newfoundland and Labrador);

                                                                                                                                                                                            
	
                                                                                                                                                                                              (initial)

                                                                                                                                                                                            	 	 
	 	(e) 	
                                                                                                                                                                                              an
      individual registered or formerly registered under the securities
      legislation of a jurisdiction of Canada, as a representative of a person referred to in
      paragraph (d);

                                                                                                                                                                                            
	
                                                                                                                                                                                              (initial)

                                                                                                                                                                                            	 	 
	 	(f) 	
                                                                                                                                                                                              the
      Government of Canada or a jurisdiction of Canada, or any crown
      corporation, agency or wholly-owned entity of the government of Canada or
      a jurisdiction of Canada;

                                                                                                                                                                                            
	
                                                                                                                                                                                              (initial)

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

                                                                                                                                                                                            
	
                                                                                                                                                                                              (initial)

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

                                                                                                                                                                                            
	
                                                                                                                                                                                              (initial)

                                                                                                                                                                                            	 	 
	 	(i) 	
                                                                                                                                                                                              a
      pension fund that is regulated by either the Office of the Superintendent
      of Financial Institutions (Canada) or a pension commission or similar
      regulatory authority of a jurisdiction of Canada;

                                                                                                                                                                                            
	
                                                                                                                                                                                              (initial)

                                                                                                                                                                                            	 	 
	 	(j) 	
                                                                                                                                                                                              an
      individual who, either alone or jointly 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 CDN$ 1,000,000;

                                                                                                                                                                                            
	
                                                                                                                                                                                              (initial)

                                                                                                                                                                                            	 	 
	 	(k) 	
                                                                                                                                                                                              an
      individual whose net income before taxes exceeded CDN$ 200,000 in each of
      the two most recent calendar years or whose net income before taxes
      combined with that of a spouse exceeded CDN$
      300,000 in each of the two most recent calendar years and who, in either
      case, reasonably expects to exceed that net income level in the current
      calendar year;

                                                                                                                                                                                            
	
                                                                                                                                                                                              (initial)

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

                                                                                                                                                                                            
	
                                                                                                                                                                                              (initial)

                                                                                                                                                                                            	 	 
	 	(m) 	
                                                                                                                                                                                              a
      person, other than
      an individual or investment fund, that
      has net assets of at least CDN$ 5,000,000 as shown on its most recently
      prepared financial statements;

                                                                                                                                                                                            
	
                                                                                                                                                                                              (initial)

                                                                                                                                                                                            	 	 


                                                                                                                                                                                    

                                                                                                                                                                                  

                                                                                                                                                                                

                                                                                                                                                                              

                                                                                                                                                                            

                                                                                                                                                                          

                                                                                                                                                                        

                                                                                                                                                                      

                                                                                                                                                                    

                                                                                                                                                                  

                                                                                                                                                                

                                                                                                                                                              

                                                                                                                                                            

                                                                                                                                                          

                                                                                                                                                        

                                                                                                                                                      

                                                                                                                                                    

                                                                                                                                                  

                                                                                                                                                

                                                                                                                                              

                                                                                                                                            

                                                                                                                                          

                                                                                                                                        

                                                                                                                                      

                                                                                                                                    

                                                                                                                                  

                                                                                                                                

                                                                                                                              

                                                                                                                            

                                                                                                                          

                                                                                                                        

                                                                                                                      

                                                                                                                    

                                                                                                                  

                                                                                                                

                                                                                                              

                                                                                                            

                                                                                                          

                                                                                                        

                                                                                                      

                                                                                                    

                                                                                                  

                                                                                                

                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      
        
          
          

        

        
          A-2

          
            

          

        

        
          
          

        

      

      
        


        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            
                                                                                              
                                                                                                
                                                                                                  
                                                                                                    
                                                                                                      
                                                                                                        
                                                                                                          
                                                                                                            
                                                                                                              
                                                                                                                
                                                                                                                  
                                                                                                                    
                                                                                                                      
                                                                                                                        
                                                                                                                          
                                                                                                                            
                                                                                                                              
                                                                                                                                
                                                                                                                                  
                                                                                                                                    
                                                                                                                                      
                                                                                                                                        
                                                                                                                                          
                                                                                                                                            
                                                                                                                                              
                                                                                                                                                
                                                                                                                                                  
                                                                                                                                                    
                                                                                                                                                      
                                                                                                                                                        
                                                                                                                                                          
                                                                                                                                                            
                                                                                                                                                              
                                                                                                                                                                
                                                                                                                                                                  
                                                                                                                                                                    
                                                                                                                                                                      
                                                                                                                                                                        
                                                                                                                                                                          
                                                                                                                                                                            
                                                                                                                                                                              
                                                                                                                                                                                
                                                                                                                                                                                  
                                                                                                                                                                                    
                                                                                                                                                                                      
                                                                                                                                                                                        
                                                                                                                                                                                          
                                                                                                                                                                                            
                                                                                                                                                                                              
                                                                                                                                                                                                
                                                                                                                                                                                                  	 	(n) 	an
      investment fund
      that distributes or has distributed its securities only to persons
      that 
	 	 	(i) 	are
      or were accredited
      investors at the time of the distribution, 
	 	 	(ii) 	acquire
      or have acquired as principal securities of a single issuer for a purchase
      price of not less than $150,000 paid in cash at the time of purchase, or
      in the circumstances referred to in section 2.19 Additional Investment in
      Investment Funds, or 
	 	 	(iii) 	
                                                                                                                                                                                                          a
      person described
      in (i) or (ii) that acquires or acquired securities under section 2.18
      Investment Fund
      Reinvestment;

                                                                                                                                                                                                        
	 	 	 
	 	(o) 	
                                                                                                                                                                                                          an
      investment fund
      that distributes or has distributed its securities under a prospectus in a
      jurisdiction in Canada for which the regulator, or in Québec, the
      securities regulatory authority, has issued a receipt;

                                                                                                                                                                                                        
	
                                                                                                                                                                                                          (initial)

                                                                                                                                                                                                        	 	 
	 	(p) 	
                                                                                                                                                                                                          a
      trust company or trust corporation registered or authorized to carry on
      business under the Trust
      and Loan Companies Act (Canada) or under comparable legislation in
      a jurisdiction of Canada or a foreign jurisdiction, acting on behalf of a
      fully managed
      account managed by the trust company or trust corporation, as the
      case may be;

                                                                                                                                                                                                        
	
                                                                                                                                                                                                          (initial)

                                                                                                                                                                                                        	 	 
	 	(q) 	
                                                                                                                                                                                                          a
      person acting on
      behalf of a fully managed
      account managed by that person if that person 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 in Ontario, is purchasing a security that is not a
      security on an investment
      fund;

                                                                                                                                                                                                        
	
                                                                                                                                                                                                          (initial)

                                                                                                                                                                                                        	 	 
	 	(r) 	
                                                                                                                                                                                                          a
      registered charity under the Income Tax Act (Canada)
      that, in regard to the trade, has obtained advice from an eligibility adviser or
      an adviser registered under the securities legislation of the jurisdiction
      of the registered charity to give advice on the securities being
      traded;

                                                                                                                                                                                                        
	
                                                                                                                                                                                                          (initial)

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

                                                                                                                                                                                                        
	
                                                                                                                                                                                                          (initial)

                                                                                                                                                                                                        	 	 
	 	(t) 	
                                                                                                                                                                                                          a
      person in respect
      of which all of the owners of interests, direct, indirect or beneficial,
      except the voting securities required by law to be owned by directors, are persons that are accredited
      investors;

                                                                                                                                                                                                        
	
                                                                                                                                                                                                          (initial)

                                                                                                                                                                                                        	 	 
	 	(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

                                                                                                                                                                                                        
	
                                                                                                                                                                                                          (initial)

                                                                                                                                                                                                        	 	 
	 	(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.

                                                                                                                                                                                                        
	
                                                                                                                                                                                                          (initial)

                                                                                                                                                                                                        	 	 


                                                                                                                                                                                                

                                                                                                                                                                                              

                                                                                                                                                                                            

                                                                                                                                                                                          

                                                                                                                                                                                        

                                                                                                                                                                                      

                                                                                                                                                                                    

                                                                                                                                                                                  

                                                                                                                                                                                

                                                                                                                                                                              

                                                                                                                                                                            

                                                                                                                                                                          

                                                                                                                                                                        

                                                                                                                                                                      

                                                                                                                                                                    

                                                                                                                                                                  

                                                                                                                                                                

                                                                                                                                                              

                                                                                                                                                            

                                                                                                                                                          

                                                                                                                                                        

                                                                                                                                                      

                                                                                                                                                    

                                                                                                                                                  

                                                                                                                                                

                                                                                                                                              

                                                                                                                                            

                                                                                                                                          

                                                                                                                                        

                                                                                                                                      

                                                                                                                                    

                                                                                                                                  

                                                                                                                                

                                                                                                                              

                                                                                                                            

                                                                                                                          

                                                                                                                        

                                                                                                                      

                                                                                                                    

                                                                                                                  

                                                                                                                

                                                                                                              

                                                                                                            

                                                                                                          

                                                                                                        

                                                                                                      

                                                                                                    

                                                                                                  

                                                                                                

                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

         

      

      For the
purposes of the foregoing terms in bold, the following
definitions apply:

      


      "bank" means a bank named in
Schedule I or II of the Bank
Act (Canada).

      


      "Canadian financial
institution" means

      
        	
                (a)

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

              


      

      
        	
                (b)

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

              


      

      


      "control person" means any
person that holds or is
one of a combination of persons, acting in concert by
virtue of an agreement, arrangement, commitment or understanding, that
holds

      
        	
                (a)

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

              


      

      
        	
                (b)

              	
                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 the
issuer.

              


      

       

      
        
          
          

        

        
          A-3

          
            

          

        

        
          
          

        

      

       

      "director" means

      
        	
                (a)

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

              


      

      
        	
                (b)

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

              


      

      


      "eligibility adviser"
means

      
        	
                (a)

              	
                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, and

              


      

      
        	
                (b)

              	
                in
      Saskatchewan or Manitoba, also means a lawyer who is a practicing member
      in good standing with a law society of a jurisdiction of Canada or a
      public accountant who is a member in good standing of an institute or
      association of chartered accountants, certified general accountants or
      certified management accountants in a jurisdiction of Canada provided that
      the lawyer or public accountant must
not:

              


      

      
        	
                 
      

              	
                (i)
      have a professional, business or personal relationship with the issuer, or
      any of its directors, executive officers,
      founders, or control persons,
      and

              


      

      
        	
                 
      

              	
                (ii)
      have acted for or been retained personally or otherwise as an employee,
      executive officer,
      director,
      associate or partner of a person that has acted
      for or been retained by the issuer or any of its directors, executive officers,
      founders or control persons within
      the previous 12 months.

              


      

      


      "executive officer" means, for
an issuer, an individual who is

      
        	
                (a)

              	
                a
      chair, vice-chair or president,

              


      

      
        	
                (b)

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

              


      

      
        	
                (c)

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

              


      

      
        	
                (d)

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

              


      

      


      "financial assets"
means

      
        	
                (a)

              	
                cash,

              


      

      
        	
                (b)

              	
                securities,
      or

              


      

      
        	
                (c)

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

              


      

      


      "founder" means, in respect of
an issuer, a person
who,

      
        	
                (a)

              	
                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

              


      

      
        	
                (b)

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

              


      

      


      "fully managed account" means
an account for which a person
makes the investment decisions if that person has full discretion to
trade in securities for the account without requiring the client’s express
consent to a transaction.

      


      "investment fund" means a
mutual fund or a non-redeemable investment fund, and, for greater certainty in
British Columbia, includes an Employee Venture Capital Corporation and a Venture
Capital Corporation;

      


      "non-redeemable investment
fund" means an issuer:

      
        	
                (a)

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

              


      

      
        	
                (b)

              	
                that
      does not invest for the purpose of:

              


      

      
        	
                 
      

              	
                (i)

              	
                exercising
      or seeking to exercise effective control of an issuer other than an issuer
      which is a mutual fund or a non-redeemable investment
      fund, or

              


      

      
        	
                 
      

              	
                (ii)

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

              


      

      (c)           that
is not a mutual fund.

      


      "person" includes

      
        	
                (a)

              	
                an
      individual,

              


      

      
        	
                (b)

              	
                a
      corporation,

              


      

      
        	
                (c)

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

              


      

      
        	
                (d)

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

              


      

      


      "related liabilities" means
liabilities incurred or assumed for the purpose of financing the acquisition or
ownership of financial
assets and liabilities that are secured by financial assets.

      


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

      


      "spouse" means an individual
who

      
        	
                (a)

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

              


      

       

      
        
          
          

        

        
          A-4

          
            

          

        

        
          
          

        

      

       

      
        	
                (b)

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

              


      

      
        	
                (c)

              	
                in
      Alberta, is an individual referred to in paragraph (a) or (b), or is an
      adult interdependent partner within the meaning of the Adult Interdependent
      Relationships Act (Alberta).

              


      

      


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

      


      In
National Instrument 45-106:

      


      
        	
                (a)

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

              


      

      


      
        	
                (b)

              	
                a
      person (the "first person") is considered to "control" another person
      (the "second person") if

              


      

      


      
        	
                 
      

              	
                (i)

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

              


      

      


      
        	
                 
      

              	
                (ii)

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

              


      

      


      
        	
                 
      

              	
                (iii)

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

              


      

      


      The
foregoing representations and warranties are true an accurate as of the date of
this certificate and will be true and accurate as of Closing. If any such
representations and warranties shall not be true and accurate prior to Closing,
the Subscriber shall give immediate written notice of such fact to the
Corporation.

      


      Dated at
_______________________________________
on  _____________________________, 2007.

      


      
        
          
            
              
                
                  
                    	 
      
	
                            Name
      of Subscriber - please print

                          
	 
      
	 
      
	
                            Authorized
      Signature

                          
	 
      
	 
      
	
                            Official
      Capacity - please print

                          
	 
      
	 
      
	
                            Please
      print name of individual whose signature appears above, if different from
      name of Subscriber printed
above

                          


                  

                

              

            

          

        

      

    

    
       

      
        
           

        

        
          A-5

          
            

          

        

        
           

        

      

       

    

    REG.
S PRIVATE PLACEMENT – MARCH 22, 2007

    Subscription:
$3.00 per Unit: 1 Unit = 1 common share and 1⁄2 warrant exercisable at $4.50 for
24 months, callable if stock trades at $6.50 for 20 consecutive trading
days

    


    
      
        
          
            	 
      	 	
                    $

                  	 	 	
                    SHARES

                  	 	 	
                    WARRANTS

                  	 
	
                    SUBSCRIBER

                  	 	
                    INVESTED

                  	 	 	
                    ISSUED

                  	 	 	
                    ISSUED

                  	 
	 
      	 	 	 	 	 	 	 	 	 	 
	
                    AGF
      Canadian Growth Equity

                  	 	$	1,419,201	 	 	 	473,067	 	 	 	236,534	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 
	
                    GWL
      Canadian Resources

                  	 	$	355,200	 	 	 	118,400	 	 	 	59,200	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 
	
                    London
      Life Canadian Resources

                  	 	$	225,600	 	 	 	75,200	 	 	 	37,600	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 
	
                    Andrew
      Adamson/Jone Panavas

                  	 	$	25,584	 	 	 	8,528	 	 	 	4,264	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 
	
                    Avonlea
      Ventures #2 Inc.

                  	 	$	300,000	 	 	 	100,000	 	 	 	50,000	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 
	
                    Robert
      Crosbie

                  	 	$	100,000	 	 	 	33,333	 	 	 	16,667	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 
	
                    Robert
      Edwards

                  	 	$	200,000	 	 	 	66,667	 	 	 	33,333	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 
	
                    Galaxy
      Players Ltd.

                  	 	$	198,000	 	 	 	66,000	 	 	 	33,000	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 
	
                    Hayes
      Jackson

                  	 	$	30,000	 	 	 	10,000	 	 	 	5,000	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 
	
                    Howard
      Rocket Holdings Ltd.

                  	 	$	30,000	 	 	 	10,000	 	 	 	5,000	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 
	
                    Jeanelle
      Mitchell

                  	 	$	93,000	 	 	 	31,000	 	 	 	15,500	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 
	
                    Jennifer
      Jackson

                  	 	$	30,000	 	 	 	10,000	 	 	 	5,000	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 
	
                    Joe
      Wolfe

                  	 	$	300,000	 	 	 	100,000	 	 	 	50,000	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 
	
                    Robert
      M. Franklin

                  	 	$	43,000	 	 	 	14,333	 	 	 	7,167	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 
	
                    Sandra
      MacNaughton

                  	 	$	8,400	 	 	 	2,800	 	 	 	1,400	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 
	
                    Peter
      McRae

                  	 	$	30,000	 	 	 	10,000	 	 	 	5,000	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 
	
                    Signalta
      Capital Corporation

                  	 	$	100,000	 	 	 	33,333	 	 	 	16,667	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 
	
                    Robocheyne
      Consulting

                  	 	$	600,000	 	 	 	200,000	 	 	 	100,000	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 
	
                    Stephen
      Sharpe

                  	 	$	75,000	 	 	 	25,000	 	 	 	12,500	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 
	
                    TRL
      Investments Limited

                  	 	$	100,500	 	 	 	33,500	 	 	 	16,750	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 
	
                    Yendor
      Investments Ltd.

                  	 	$	75,000	 	 	 	25,000	 	 	 	12,500	 


          

        

      

    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      
        
          
            	 
      	 	
                    $

                  	 	 	
                    SHARES

                  	 	 	
                    WARRANTS

                  	 
	
                    SUBSCRIBER

                  	 	
                    INVESTED

                  	 	 	
                    ISSUED

                  	 	 	
                    ISSUED

                  	 
	 
      	 	 	 	 	 	 	 	 	 	 
	
                    1471158
      Ontario Ltd.

                  	 	$	150,000	 	 	 	50,000	 	 	 	25,000	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 
	
                    Pinetree
      Resource Partnership

                  	 	$	750,000	 	 	 	250,000	 	 	 	125,000	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 
	
                    James
      Mackie

                  	 	$	150,000	 	 	 	50,000	 	 	 	25,000	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 
	
                    T.
      Chen Fong

                  	 	$	300,000	 	 	 	100,000	 	 	 	50,000	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 
	
                    Rahn
      & Bodner

                  	 	$	300,000	 	 	 	100,000	 	 	 	50,000	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 
	
                    Brenda
      MacKie

                  	 	$	150,000	 	 	 	50,000	 	 	 	25,000	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 
	
                    Dagmar
      Wintersteller

                  	 	$	120,000	 	 	 	40,000	 	 	 	20,000	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 
	
                    Gregor
      Wintersteller

                  	 	$	300,000	 	 	 	100,000	 	 	 	50,000	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 
	
                    Detlef
      Rostock

                  	 	$	120,000	 	 	 	40,000	 	 	 	20,000	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 
	
                    TOTAL

                  	 	$	6,678,485	 	 	 	2,226,161	 	 	 	1,113,082