Exhibit 10.1


                    SUBSCRIPTION AGREEMENT FOR COMMON SHARES



TO:     Acadian Mining Corporation (the "Corporation")

The undersigned (the "Subscriber") hereby irrevocably  subscribes for and agrees
to purchase the number of common shares (the  "Shares") of the  Corporation  for
the aggregate  subscription  price set forth below,  representing a subscription
price of $0.026 per Share,  upon and  subject  to the terms and  conditions  set
forth in "Terms and  Conditions  of  Subscription  for Common  Shares of Acadian
Mining  Corporation"  attached  hereto (the "Terms and  Conditions"),  including
without  limitation,  the  representations,  warranties  and  covenants  of  the
Subscriber set forth in the Terms and Conditions.
<TABLE>
<CAPTION>
<S>                                                                              <C>
-------------------------------------------------------       -------------------------------------------------------
                                                              Number of Shares @ $0.0262389 per Share:
Golden River Resources Corporation
----------------------------------
(Name of Subscriber - please print)                           38,111,334
                                                              -------------------------------------------------------

By:   /s/ J.I. Gutnick
      -------------------------------------------------       -------------------------------------------------------
      Authorized Signature                                    Aggregate Subscription Price:

PRESIDENT & CEO
-------------------------------------------------------       -------------------------------------------------------
(Official Capacity or Title - please print)                        $1,000,000.00
                                                              -------------------------------------------------------

JOSEPH I GUTNICK
-------------------------------------------------------
(Please print name of individual whose signature
appears above if different than the name of the
subscriber printed above.)

LEVEL 8
-------------------------------------------------------
(Subscriber's Address, including postal code)

580 ST KILDA ROAD
-------------------------------------------------------

MELBOURNE VICTORIA 3004
-------------------------------------------------------

AUSTRALIA
-------------------------------------------------------
(Telephone Number)

+613 8532 2860
-------------------------------------------------------
(E-mail Address)
josephg@axis.com.au

-------------------------------------------------------       -------------------------------------------------------
</TABLE>

                                                                              22
<PAGE>
<TABLE>
<CAPTION>
<S>                                                                              <C>
-------------------------------------------------------       -------------------------------------------------------
Register the Shares as set forth below:                       Deliver the Shares as set forth below:

GOLDEN RIVER RESOURCES CORPORATION                            GOLDEN RIVER RESOURCES CORPORATION
-------------------------------------------------------       -------------------------------------------------------
(Name)                                                        (Name)

-------------------------------------------------------       -------------------------------------------------------
(Account Reference, if applicable)                            (Account Reference, if applicable)

PO BOX 6315                                                   JOSEPH GUTNICK
-------------------------------------------------------       -------------------------------------------------------
(Address, including postal code)                              (Contact Name)

ST KILDA ROAD CENTRAL                                         +613 8532 2860
-------------------------------------------------------       -------------------------------------------------------
                                                              (Telephone Number)
MELBOURNE VICTORIA 8008
-------------------------------------------------------
                                                              PO BOX 6315, ST KILDA ROAD CENTRAL
                                                              -------------------------------------------------------
AUSTRALIA                                                     (Address, including postal code)
-------------------------------------------------------

                                                              MELBOURNE VICTORIA 8008
                                                              -------------------------------------------------------
AUSTRALIA
-------------------------------------------------------


-------------------------------------------------------       -------------------------------------------------------
</TABLE>

ACCEPTANCE:  The Corporation  hereby accepts the subscription as set forth above
on the Terms and Conditions and confirms that the representations and warranties
made by the  Corporation in the Terms and Conditions are true and correct in all
material  respects as of the Closing  Date (as defined in Section 7 of the Terms
and Conditions) and that the Subscriber is entitled to rely thereon.

ACADIAN MINING CORPORATION


Per: /s/ G.W. Felderhof
     ------------------------------------------------------
     Name: G.W. Felderhof
     Title: President & CEO

Date: March 31, 2009

                                                                              23
<PAGE>

                    TERMS AND CONDITIONS OF SUBSCRIPTION FOR
                   COMMON SHARES OF ACADIAN MINING CORPORATION

Subscription for Shares

1.   The Subscriber hereby confirms its irrevocable  subscription for and offers
     to  purchase  the Shares of the  Corporation  set out on page 1 hereof at a
     price of $0.0262389 per Share (the "Subscription  Price"), all on the terms
     and  subject  to the  conditions  set forth in these  Terms and  Conditions
     forming part of the Subscription Agreement.

Conditions to Closing and Completion of Transactions in Tranches

2.   The  Subscriber   acknowledges  and  agrees  that  the  completion  of  the
     transactions  contemplated  hereby  and  the  issue  of the  Shares  to the
     Subscriber is subject to and conditional on the Toronto Stock Exchange (the
     "TSX") granting  approval for the issuance of the Shares and the listing of
     and posting for trading of such Shares.  Without limiting the generality of
     the  foregoing,  the  Subscriber  acknowledges  that the TSX may permit the
     Corporation to initially  issue to the Subscriber  only that portion of the
     Shares  representing  9.9% of the  issued  and  outstanding  capital of the
     Corporation  (after giving effect to such  issuance) and that the remaining
     balance of the Shares  may,  if  required by the TSX, be issued only upon a
     person or persons  associated with the Subscriber having filed with the TSX
     personal  information  form(s)  satisfactory to the TSX (in order to permit
     the  Corporation  to issue to the  Subscriber  the  balance  of the  Shares
     representing in aggregate  19.9% of the issued and  outstanding  capital of
     the  Corporation,  after giving effect to such  issuance).  The  Subscriber
     agrees  that the issue of the  Shares  (and  corresponding  release  of the
     aggregate  Subscription  Price from escrow) may therefore be required to be
     structured  in  tranches  in order  to  comply  with the  terms of such TSX
     approvals and  policies.  The parties agree that from and after the Closing
     Time the  Corporation  will  issue  from time to time that  portion  of the
     Shares that may be validly issued in compliance with such TSX approvals and
     policies (against the release from escrow of a corresponding portion of the
     aggregate  Subscription  Price)  and that if the  Corporation  cannot  with
     respect to any portion of the Shares fulfill such approvals and comply with
     such  policies  on  commercially  reasonable  terms,  that  portion  of the
     aggregate Subscription Price so affected will be returned to the Subscriber
     without  interest or deduction  and the  Corporation  shall have no further
     obligation to issue the affected Shares to the Subscriber.

Representations, Warranties and Covenants by Subscriber

3.   By executing this Subscription Agreement, the Subscriber (on its own behalf
     and,  if  applicable,  on behalf of the others  for whom it is  contracting
     hereunder)  represents and warrants to and covenants  with the  Corporation
     (and acknowledges that the Corporation and its counsel are relying thereon)
     that:

     (a)  No Prospectus.  It understands  and  acknowledges  that the Shares are
          being issued pursuant to exemptions  from the prospectus  requirements
          under   applicable   securities    legislation   on   the   basis   of
          representations   made  by  the  Subscriber   hereunder  and  that  no
          prospectus  has been  filed  by the  Corporation  with any  securities
          commission or similar regulatory authority in any jurisdiction, and as
          a result:

          (i)  it is restricted from using certain of the  protections,  rights,
               remedies  otherwise  available under applicable  securities laws,
               including statutory rights of rescission or damages;

                                                                              24
<PAGE>

          (ii) it may not receive  information  that might otherwise be required
               to be provided to the Subscriber under the applicable  securities
               laws if the exemptions were not being used;

          (iii) the Corporation is relieved from certain  obligations that would
                otherwise apply  under  the  applicable  securities  laws if the
                exemptions were not being used; and

          (iv) the  Subscriber  hereby  expressly  waives  any and all rights of
               withdrawal or rescission to which the Subscriber  might otherwise
               be entitled under applicable securities legislation;

     (b)  No Offering Material. It has not received,  nor has it requested,  nor
          does it have any need to receive, any prospectus, sales or advertising
          literature,  offering  memorandum or any other document describing the
          business and affairs of the  Corporation  which has been  prepared for
          delivery to, and review by, prospective  purchasers in order to assist
          them in making an  investment  decision in respect of the  purchase of
          the Shares and it has not become aware of any advertisement in printed
          public  media,  radio,  television  or  telecommunications,  including
          electronic   display  such  as  the  internet   with  respect  to  the
          distribution of the Shares;

     (c)  No Oral or Written Representations. It has relied solely upon publicly
          available  information  relating to the  Corporation  and not upon any
          oral or written  representation  as to fact or otherwise made by or on
          behalf of the  Corporation  except as  expressly  set forth herein and
          agrees that the Corporation  assumes no responsibility or liability of
          any nature  whatsoever for the accuracy,  adequacy or  completeness of
          any such information;

     (d)  Residence.  It is  resident  in  the  jurisdiction  set  forth  in the
          "Subscriber's Address" on page 1 of this Subscription Agreement;

     (e)  Purchasing as Principal.  It is purchasing the Shares as principal for
          its  own  account,  not for  the  benefit  of any  other  person,  for
          investment  only, and not with a view to the resale or distribution of
          all or any of the Shares and,  unless  paragraph  (f) or  subparagraph
          (h)(iv)  applies,  or  unless  the  transaction  contemplated  by this
          Agreement  is exempted  by an order of the  securities  commission  or
          similar regulatory authority of the province in which it resides:

          (i)  the  Subscriber is an  "accredited  investor" (as that term is as
               defined  in  National   Instrument   45-106  -   Prospectus   and
               Registration Exemptions),  has not been created or used solely to
               purchase or hold the Shares as an  accredited  investor,  and has
               completed and executed the  Certification of Accredited  Investor
               attached  hereto as Schedule B and hereby  confirms the truth and
               accuracy of all statements made therein by the Subscriber; or

          (ii) the Shares have an acquisition cost to the Subscriber of not less
               than $150,000 which will be paid in cash on Closing;

     (f)  Offshore Subscribers.  If it is not a Canadian resident,  nor resident
          in or otherwise  subject to the securities laws of the United States ,
          the Subscriber, and any beneficial owner on whose behalf it is acting,
          is subject to the securities  legislation of a jurisdiction other than
          Canada or the United States and:

                                                                              25
<PAGE>

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

               (A)  a purchaser that is recognized as an exempt purchaser by the
                    securities regulatory authority in the jurisdiction in which
                    it is and (if  applicable) any other such purchaser for whom
                    it is acting hereunder is resident or otherwise  subject and
                    is  purchasing  the  Shares  as  principal  for  its  or (if
                    applicable) each other such purchaser's own account, and not
                    for the benefit of any other person, for investment only and
                    not with a view to resale or distribution; or

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

          (ii) the purchase of Shares by the Subscriber, and (if applicable) any
               other beneficial purchaser for whom it is acting hereunder,  does
               not  contravene  any of the  applicable  securities  laws in such
               jurisdiction and does not trigger:  (i) any obligation to prepare
               and  file  a  prospectus,   an  offering  memorandum  or  similar
               document,  or  any  other  ongoing  reporting  requirements  with
               respect to such purchase or otherwise;  or (ii) any  registration
               or other obligation on the part of the Corporation; and

          (iii) the  Subscriber,   and  (if  applicable)  any  other  beneficial
               purchaser  for  whom it is  acting  hereunder,  will  not sell or
               otherwise  dispose of any of the Shares except in accordance with
               applicable   securities  laws,  and  if  the  Subscriber  or  (if
               applicable) such beneficial purchaser sells or otherwise disposes
               of any the Shares to a person  other  than a resident  of Canada,
               the Subscriber and (if applicable) such beneficial purchaser will
               obtain  from  such  purchaser  representations,   warranties  and
               covenants  in the  same  form as  provided  in this  Subscription
               Agreement  and shall comply with such other  requirements  as the
               Corporation may reasonably require;

     (g)  Shares Not  Registered  Under  U.S.  Securities  Act.  It is aware and
          accepts that the Shares have not been and will not be registered under
          the  United  States  Securities  Act of 1933,  as  amended  (the "U.S.
          Securities  Act"),  or the securities  laws of any state of the United
          States and, subject to certain exceptions,  may not be offered or sold
          in the United  States or to, or for the  benefit  or  account  of, any
          person in the United States or any U.S. Person.  "U.S. Person" has the
          meaning set forth in Rule 902 of  Regulation S  promulgated  under the
          U.S. Securities Act;

     (h)  U.S.  Registration  Exemption.  The Subscriber represents and warrants
          that the Subscriber either:

          (i)  is not,  and is not  purchasing  the  Shares  for the  account or
               benefit of, a U.S. Person;

                                                                              26
<PAGE>

          (ii) was not offered the Shares in the United States; and

          (iii) did not execute or deliver this  Agreement in the United States;
               OR

          (iv) has completed and executed the  Certification  of U.S.  Purchaser
               attached  hereto as Schedule C and hereby  confirms the truth and
               accuracy of all statements made therein by the Subscriber.

     (i)  Resale  Restrictions.  The Shares will be subject to statutory  resale
          restrictions  under  applicable   Canadian   securities  law  and  the
          Subscriber  covenants  that it will not resell  the  Shares  except in
          compliance with such laws and the Subscriber  acknowledges  that it is
          solely  responsible (and the Corporation is in no way responsible) for
          such   compliance.   The  Subscriber   also   acknowledges   that  the
          certificates  representing the Shares will bear a legend substantially
          in the following form and with the necessary information inserted:

          "UNLESS  PERMITTED UNDER  SECURITIES  LEGISLATION,  THE HOLDER OF THIS
          SECURITY MUST NOT TRADE THE SECURITY  BEFORE [INSERT DATE THAT IS FOUR
          (4) MONTHS AND ONE (1) DAY AFTER THE CLOSING DATE]"

          In  addition,  Subscribers  resident  in or  otherwise  subject to the
          securities laws of the United States acknowledge that the certificates
          representing the Subscriber's  Shares will be endorsed with the legend
          contemplated by the Certification of U.S. Purchaser attached hereto as
          Schedule C.

     (j)  Authorization  and  Effectiveness.  It  has  the  legal  capacity  and
          competence to enter into and be bound by this  Subscription  Agreement
          and further  certifies  that all  necessary  approvals  of  directors,
          shareholders or otherwise have been given and obtained;

     (k)  No Violation. The entering into of this Subscription Agreement and the
          transactions contemplated hereby will not result in a violation of any
          of the terms and provisions of any law applicable to it, or any of its
          constating documents, or of any agreement to which the Subscriber is a
          party or by which it is bound;

     (l)  Investment  Suitability.  It  has  such  knowledge  in  financial  and
          business  affairs as to be capable of evaluating  the merits and risks
          of its investment or as a result of advice  received from a registered
          person other than the Corporation or any affiliates  thereof or, where
          it is not purchasing as principal,  each beneficial purchaser, is able
          to bear the economic risk of loss of its investment;

     (m)  Additional   Financings.   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;  any such future
          financings  may have a  dilutive  effect on  current  securityholders,
          including  the  Subscriber;  that if such  future  financings  are not
          available,   the  Corporation  may  be  unable  to  fund  its  ongoing
          development  and the  lack of  capital  resources  may  result  in the
          failure of its business venture;

     (n)  Filings.   If   required   by   applicable   securities   legislation,
          regulations,  rules,  instruments,   policies  or  orders  or  by  any
          securities commission,  or other regulatory authority,  the Subscriber
          will execute,  deliver,  file and otherwise  assist the Corporation in
          filing, such reports, undertakings and other documents with respect to
          the issue of the Shares as may be required;

                                                                              27
<PAGE>

     (o)  Insider or Control Person.  The Subscriber is not, with respect to the
          Corporation or any of its affiliates, an insider or control person (as
          those terms are used in Canadian securities laws);

     (p)  No Illegal  Activities  Proceeds.  None of the funds  representing the
          aggregate Subscription Price which will be advanced by or on behalf of
          the Subscriber to the  Corporation  hereunder are, to the knowledge of
          the Subscriber,  proceeds obtained or derived, directly or indirectly,
          as a result of illegal  activities.  The funds  being used to purchase
          the Shares  which will be advanced  by or on behalf of the  Subscriber
          hereunder will not represent proceeds of crime for the purposes of the
          Proceeds of Crime  (Money  Laundering)  and  Terrorist  Financing  Act
          (Canada)   ("PCMLTFA")  and  the  Subscriber   acknowledges  that  the
          Corporation  may in the  future be  required  by law to  disclose  the
          Subscriber's name and other information  relating to this Subscription
          Agreement  and  the   Subscriber's   subscription   hereunder,   on  a
          confidential  basis,  pursuant  to the  PCMLTFA.  To the  best  of the
          Subscriber's  knowledge,  none  of the  funds  to be  provided  by the
          Subscriber are being tendered on behalf of the person who has not been
          identified to the Subscriber.  The Subscriber  covenants that it shall
          promptly notify the  Corporation if the Subscriber  discovers that any
          of  such  representations   cease  to  be  true  and  to  provide  the
          Corporation with appropriate information in connection therewith; and

     The Subscriber  agrees (on its own behalf and, if applicable,  on behalf of
     each  person on whose  behalf  the  Subscriber  is  acting)  that the above
     representations,  warranties and covenants will be true and correct both as
     of the execution of this Subscription  Agreement and as of the Closing Time
     (as  defined in Section 8 below) and will  survive  the  completion  of the
     issuance of the Shares.

Representations and Warranties of the Corporation

4.   The Corporation represents and warrants to the Subscriber, and acknowledges
     that it is relying upon such  representations  and  warranties  in entering
     into this Subscription  Agreement or purchasing the Shares, as the case may
     be, that:

     (a)  Incorporation  and  Organization.  The  Corporation  is  a  valid  and
          subsisting   corporation   under  the  laws  of  its  jurisdiction  of
          incorporation  and has all requisite  corporate power and authority to
          carry on its business as now conducted or proposed to be conducted and
          to own or lease and operate the properties and assets thereof;

     (b)  Extra-provincial Registration. The Corporation is licensed, registered
          or  qualified as an  extra-provincial  or foreign  corporation  in all
          jurisdictions  where the  character of the property or assets  thereof
          owned or leased or the nature of the  activities  conducted by it make
          licensing,  registration or qualification necessary and is carrying on
          the business thereof in compliance with all applicable laws, rules and
          regulations of each such jurisdiction;

     (c)  Authorized  Capital.  The  Corporation  is  authorized  to  issue,  an
          unlimited   number  of  common  shares  and  an  unlimited  number  of
          preference shares, of which, as of March 13, 2009,  153,495,907 common
          shares were issued and  outstanding  as fully paid and  non-assessable
          shares, excluding any securities issued on Closing;

                                                                              28
<PAGE>

     (d)  Issue of  Shares.  All  necessary  corporate  action has been taken to
          authorize  the issue and sale of,  and the  delivery  of  certificates
          representing,  the Shares and, (subject to the provisions of Section 2
          hereof) upon  payment of the  Subscription  Price,  the Shares will be
          issued  as  fully  paid  and  non-assessable   common  shares  of  the
          Corporation;

     (e)  No  Conflicts.  None  of the  offering  and  sale of the  Shares,  the
          execution and delivery of this Subscription  Agreement,  compliance by
          the Corporation with the provisions of this Subscription  Agreement or
          the consummation of the transactions  contemplated  herein and therein
          and the issue of the Shares to the  Subscriber  for the  consideration
          and upon the terms and  conditions as set forth herein do or will: (i)
          conflict  with or result  in any  breach  or  violation  of any of the
          provisions of, or constitute a default under, any indenture, mortgage,
          deed of trust,  lease or other  agreement or  instrument  to which the
          Corporation  is a party  or by which  it or any of the  properties  or
          assets thereof is bound; or (ii) conflict with or result in any breach
          or  violation of any  provisions  or,  constitute a default  under the
          articles or by-laws of the Corporation or any resolution passed by the
          directors  (or  any  committee   thereof)  or   shareholders   of  the
          Corporation,  or (subject to compliance with TSX policies) any statute
          or any  judgment,  decree,  order,  rule,  policy or regulation of any
          court,   governmental   authority,   any  arbitrator,   or  securities
          regulatory  authority  applicable  to  the  Corporation  or any of the
          properties or assets thereof;

     (f)  Authority and Authorization.  The Corporation has full corporate power
          and authority to enter into this Subscription  Agreement and to do all
          acts and things and execute and deliver all  documents as are required
          hereunder to be done, observed, performed or executed and delivered by
          it in accordance  with the terms hereof and the  Corporation has taken
          all necessary  corporate action to authorize the creation,  execution,
          delivery  and  performance  of  this  Subscription  Agreement,  and to
          observe and perform the provisions of this Subscription  Agreement, in
          accordance with the provisions hereof;

     (g)  Validity and  Enforceability.  This  Subscription  Agreement  has been
          authorized,  executed and delivered by the Corporation and constitutes
          a valid and legally binding obligation of the Corporation  enforceable
          against the Corporation in accordance with its terms;

     (h)  Issuance  of  Common  Shares.  Save and  except  as  disclosed  in the
          Company's  public  disclosure,  common  shares  to be  issued  to  the
          Subscriber  or its nominee  pursuant  to the  agreement  entered  into
          between the Subscriber and the  Corporation  dated March 16, 2009, and
          common shares issued under the  Corporation's  incentive  stock option
          plan or  pursuant  to the  exercise of share  purchase  warrants,  the
          Corporation  has not  issued,  or agreed to issue,  any  shares or any
          securities  exchangeable  or  exercisable  for, or  convertible  into,
          common shares of the Corporation at an effective price per share which
          is  less  than  the  Subscription  Price  during  the  60  day  period
          immediately preceding the date hereof;

     (i)  Certain  Securities Law Matters.  The common shares of the Corporation
          are listed only on the TSX and the Frankfurt Exchange, the Corporation
          is a  reporting  issuer or the  equivalent  only in the  Provinces  of
          British Columbia,  Alberta,  Manitoba,  Ontario,  New Brunswick,  Nova
          Scotia and  Newfoundland and Labrador  ("Reporting  Provinces") and is
          not in default of any  requirement  of the  securities  laws of any of
          such provinces;

     (j)  Rights to Acquire  Securities.  No person has any  agreement,  option,
          right or privilege  (whether  pre-emptive,  contractual  or otherwise)
          capable  of  becoming  an  agreement  for the  purchase,  acquisition,
          subscription  for or  issue  of any of the  unissued  shares  or other
          securities  of the  Corporation,  except for as at March 19, 2009,  an
          aggregate of 6,855,000  common shares were reserved for issue pursuant
          to outstanding options,  warrants, share incentive plans, convertible,
          exercisable  and  exchangeable  securities and other rights to acquire
          common shares;

                                                                              29
<PAGE>

     (k)  No Pre-emptive  Rights.  Other than as disclosed in the  Corporation's
          public  record,  the issue of the  Shares  will not be  subject to any
          pre-emptive right or other  contractual  right to purchase  securities
          granted by the Corporation or to which the Corporation is subject;

     (l)  Purchased Securities.  Provided that the Subscriber's represent ations
          and  warranties  herein are accurate,  the execution of this Agreement
          and the issue by the  Corporation to the Subscriber of the Shares will
          be  exempt  from  the  registration  and  prospectus  requirements  of
          applicable securities laws;

     (m)  Capital  of  Subsidiaries.  All  of  the  outstanding  shares  of  the
          Corporation's  subsidiaries  are issued and  outstanding as fully paid
          and  non-assessable  shares and such shares are beneficially  owned by
          the  Corporation  and no person has any  agreement,  option,  right or
          privilege (whether  pre-emptive,  contractual or otherwise) capable of
          becoming an agreement for the purchase, acquisition,  subscription for
          or issue of any of the unissued  shares or other  securities of any of
          the  subsidiaries  or for the  purchase or  acquisition  of any of the
          outstanding shares or other securities of any of the subsidiaries. The
          Corporation  owns 100% of the  outstanding  shares of each of  ScoZinc
          Limited,   6927692  Canada  Corp.,   Annapolis  Properties  Corp.  and
          Goldenville Mining Corporation and Annapolis Properties Corp. owns 50%
          of  the  issued  and   outstanding   shares  of  6179053  Canada  Inc.
          (collectively,  "Subsidiaries") and, in addition, the Corporation owns
          29% of the outstanding shares of Royal Roads Corp.;

     (n)  Public  Disclosure.  Each of the documents  which  contains any of the
          Corporation's  public record is, as of the date thereof, in compliance
          in all material  respects  with the  securities  laws of the Reporting
          Provinces and did not contain any untrue  statement of a material fact
          or omit to state a  material  fact  required  to be stated  therein or
          necessary   to  make  the   statements   therein,   in  light  of  the
          circumstances  under  which they were made,  not  misleading  and such
          documents  collectively  constitute full, true and plain disclosure of
          all material facts relating to the  Corporation and do not contain any
          untrue  statement of a material  fact or omit to state a material fact
          required  to be stated  therein or  necessary  to make the  statements
          therein, in light of the circumstances under which they were made, not
          misleading,  as of the  date  hereof.  There  is no fact  known to the
          Corporation  which the  Corporation  has not publicly  disclosed which
          materially  adversely  affects,  or so  far  as  the  Corporation  can
          reasonably  foresee,  will materially  adversely  affect,  the assets,
          liabilities  (contingent or otherwise),  capital,  affairs,  business,
          prospects,  operations  or condition  (financial  or otherwise) of the
          Corporation  or  the  ability  of  the   Corporation  to  perform  its
          obligations  under this Agreement or which would otherwise be material
          to  any  person  intending  to  make  an  equity   investment  in  the
          Corporation, it being acknowledged that the Corporation's wholly-owned
          subsidiary,  ScoZinc Limited,  was granted an order by the Nova Scotia
          Supreme Court under the Companies Creditors'  Arrangement Act and that
          documents  filed in connection  with such  proceeding form part of the
          Corporation's public record;

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<PAGE>

     (o)  Timely  Disclosure.  The  Corporation is in compliance with all timely
          disclosure  obligations  under the  securities  laws of the  Reporting
          Provinces and, without limiting the generality of the foregoing, there
          has  not  occurred  any  material   adverse   change  in  the  assets,
          liabilities  (contingent or otherwise),  capital,  affairs,  business,
          prospects,  operations  or condition  (financial  or otherwise) of the
          Corporation  or any Subsidiary  which has not been publicly  disclosed
          and none of the  documents  filed by or on behalf  of the  Corporation
          pursuant to the securities laws of the Reporting  Provinces  contain a
          misrepresentation (as such term is defined in the Securities Act (Nova
          Scotia)) at the date of the filing thereof;

     (p)  Accounting  Controls.  The  Corporation  now  maintains  a  system  of
          internal   accounting   controls   sufficient  to  provide  reasonable
          assurance  that  in  all  material  respects:   (i)  transactions  are
          completed in accordance  with the general or a specific  authorization
          of management of the  Corporation;  (ii)  transactions are recorded as
          necessary  to  permit  the  preparation  of   consolidated   financial
          statements for the Corporation in conformity  with Canadian  generally
          accepted accounting  principles and to maintain asset  accountability;
          (iii)  access to assets of the  Corporation  and the  subsidiaries  is
          permitted   only  in  accordance   with  the  general  or  a  specific
          authorization of management of the Corporation;  and (iv) the recorded
          accountability  for assets of the Corporation and the  Subsidiaries is
          compared  with  the  existing   assets  of  the  Corporation  and  the
          Subsidiaries at reasonable  intervals and appropriate  action is taken
          with respect to any differences therein;

     (q)  No Cease  Trade  Order.  No order  preventing,  ceasing or  suspending
          trading in any securities of the  Corporation or prohibiting the issue
          and sale of  securities  by the  Corporation  has been  issued  and no
          proceedings  for either of such purposes have been  instituted  or, to
          the  best  of  the   knowledge  of  the   Corporation,   are  pending,
          contemplated or threatened;

     (r)  Financial Statements. The audited consolidated financial statements of
          the  Corporation  for the year ended December 31, 2007,  together with
          the auditors' report thereon and the notes thereto,  and the unaudited
          interim  consolidated  financial statements of the Corporation for the
          period ended  September  30, 2008 (as amended on December 1, 2008) and
          the notes  thereto,  have been  prepared in  accordance  with Canadian
          generally accepted accounting principles applied on a basis consistent
          with prior periods (except as disclosed in such consolidated financial
          statements), are substantially correct in every particular and present
          fairly the financial  condition and position of the  Corporation  on a
          consolidated  basis as at the  dates  thereof  and  such  consolidated
          financial  statements  contain  no direct or  implied  statement  of a
          material  fact  which  is  untrue  on the  date of  such  consolidated
          financial  statements and do not omit to state any material fact which
          is required by Canadian generally accepted accounting principles or by
          applicable law to be stated or reflected therein or which is necessary
          to make the statements contained therein not misleading;

     (s)  No  Contemplated  Changes.  Except as disclosed  in the  Corporation's
          public documents or pursuant to the transaction  contemplated  hereby,
          none  of  the   Corporation  or  any   Subsidiary  has  approved,   is
          contemplating,  has entered  into any  agreement in respect of, or has
          any knowledge of:

          (i)  the purchase of any property or assets or any interest therein or
               the sale,  transfer or other disposition of any material property
               or material  assets or any material  interest  therein  currently
               owned,  directly  or  indirectly,   by  the  Corporation  or  any
               Subsidiary   whether  by  asset  sale,   transfer  of  shares  or
               otherwise;

                                                                              31
<PAGE>

          (ii) the change of control  (by sale or  transfer of shares or sale of
               all or  substantially  all  of the  property  and  assets  of the
               Corporation or any Subsidiary or otherwise) of the Corporation or
               any Subsidiary; or

          (iii) a proposed or planned  disposition of shares by any  shareholder
               who owns, directly or indirectly,  10% or more of the outstanding
               shares of the Corporation or any Subsidiary;

     (t)  Insurance.  The assets of the  Corporation  and of each Subsidiary and
          the business and operations thereof are insured against loss or damage
          with  responsible  insurers  on  a  basis  consistent  with  insurance
          obtained by reasonably prudent  participants in a comparable  business
          in comparable circumstances, such coverage is in full force and effect
          and the  Corporation  and each  Subsidiary  has not failed to promptly
          give any notice or present any material claim thereunder;

     (u)  Taxes and Tax Returns.  The  Corporation and each Subsidiary has filed
          in a timely  manner all necessary tax returns and notices and has paid
          all applicable  taxes of whatsoever  nature for all tax years prior to
          the date  hereof to the extent that such taxes have become due or have
          been alleged to be due (unless being contested in good faith) and none
          of the Corporation or any Subsidiary is aware of any tax  deficiencies
          or interest or penalties accrued or accruing, or alleged to be accrued
          or  accruing,  thereon  where,  in any of the  above  cases,  it might
          reasonably be expected to result in any material adverse change in the
          condition  (financial  or  otherwise)  or in the  earnings,  business,
          affairs or prospects of the Corporation or any  Subsidiary,  and there
          are no  agreements,  waivers or other  arrangements  providing  for an
          extension  of time with respect to the filing of any tax return by any
          of them or the  payment  of any  material  tax,  governmental  charge,
          penalty,  interest or fine  against any of them.  To the  knowledge of
          management of the Corporation,  there are no material actions,  suits,
          proceedings,  investigations  or  claims  now  threatened  or  pending
          against the  Corporation  or any  Subsidiary  which could  result in a
          material  liability  in  respect  of taxes,  charges  or levies of any
          governmental authority,  penalties,  interest,  fines,  assessments or
          reassessments  or any matters under  discussion with any  governmental
          authority  relating  to  taxes,   governmental   charges,   penalties,
          interest,  fines,  assessments or  reassessments  asserted by any such
          authority and the  Corporation and each Subsidiary has withheld (where
          applicable)  from  each  payment  to each of the  present  and  former
          officers,  directors,  employees and consultants thereof the amount of
          all taxes and other amounts, including, but not limited to, income tax
          and other deductions,  required to be withheld therefrom, and has paid
          the  same or will pay the same  when  due to the  proper  tax or other
          receiving  authority  within the time required  under  applicable  tax
          legislation;

     (v)  Compliance with Laws,  Licenses and Permits.  The Corporation and each
          Subsidiary  has conducted and is  conducting  the business  thereof in
          compliance in all material  respects with all applicable laws,  rules,
          regulations,  tariffs,  orders and directives of each  jurisdiction in
          which it carries on business and  possesses  all  material  approvals,
          consents,  certificates,  registrations,  authorizations,  permits and
          licenses  issued  by the  appropriate  provincial,  state,  municipal,
          federal or other  regulatory  agency or body necessary to carry on the
          business  currently  carried on, or  contemplated to be carried on, by
          it,  is in  compliance  in all  material  respects  with the terms and
          conditions   of   all   such   approvals,   consents,    certificates,
          authorizations,  permits and licenses and with all laws,  regulations,
          tariffs,  rules,  orders and  directives  material  to the  operations
          thereof,  and none of the  Corporation  or any Subsidiary has received
          any notice of the modification,  revocation or cancellation of, or any
          intention to modify,  revoke or cancel or any  proceeding  relating to
          the  modification,  revocation or  cancellation  of any such approval,
          consent, certificate,  authorization,  permit or license which, singly
          or in the  aggregate,  if the  subject  of an  unfavourable  decision,
          order,  ruling or  finding,  would  materially  adversely  affect  the
          conduct of the business or operations  of, or the assets,  liabilities
          (contingent  or  otherwise),  condition  (financial  or  otherwise) or
          prospects of, the Corporation or any Subsidiary;

                                                                              32
<PAGE>

     (w)  Agreements and Actions.  Neither the Corporation nor any Subsidiary is
          in violation of any term of the articles or by-laws or any  constating
          document  thereof.  Neither the  Corporation  nor any Subsidiary is in
          violation  of any term or  provision  of any  agreement,  indenture or
          other instrument applicable to it which would, or could, result in any
          material  adverse  effect on the  business,  condition  (financial  or
          otherwise),  capital,  affairs or operations of the Corporation or any
          Subsidiary,  neither the  Corporation nor any Subsidiary is in default
          in the payment of any obligation owed which is now due and there is no
          action, suit,  proceeding or investigation  commenced,  pending or, to
          the knowledge of the Corporation, threatened which, either in any case
          or in the  aggregate,  might result in any material  adverse effect on
          the business,  condition (financial or otherwise),  capital,  affairs,
          prospects or operations of the Corporation on a consolidated  basis or
          in any of the material properties or assets thereof or in any material
          liability on the part of the  Corporation  or any  Subsidiary or which
          places,  or could place, in question the validity or enforceability of
          this  Agreement,  or any document or  instrument  delivered,  or to be
          delivered, by the Corporation pursuant hereto or thereto;

     (x)  Owner  of  Property.  The  Corporation  and the  Subsidiaries  are the
          absolute legal and  beneficial  owner of, and have good and marketable
          title to,  all of the  interest  in and to the  material  property  or
          assets  thereof as described in the  Corporation's  pubic  disclosure,
          free of all mortgages,  liens, charges,  pledges,  security interests,
          encumbrances, claims or demands whatsoever, other than those described
          in the Corporation's  pubic  disclosure,  and no other property rights
          are  necessary for the conduct of the business of the  Corporation  or
          any Subsidiary as currently conducted or contemplated to be conducted,
          none of the  Corporation or any  Subsidiary  knows of any claim or the
          basis for any claim  that  might or could  adversely  affect the right
          thereof to use,  transfer or otherwise  exploit such  property  rights
          and, except as disclosed in the Corporation's  pubic disclosure,  none
          of the  Corporation  or  any  Subsidiary  has  any  responsibility  or
          obligation  to pay any  commission,  royalty,  licence  fee or similar
          payment to any Person with respect to the property rights thereof;

     (y)  Mineral  Rights.  The  Corporation  and the  Subsidiaries  hold either
          freehold  title,   mining  leases,   mining  claims  or  participating
          interests or other conventional  property,  proprietary or contractual
          interests  or  rights,  or has  applied  for such,  recognized  in the
          jurisdiction in which a particular  property is located, in respect of
          the ore  bodies  and  minerals  located  in  properties  in which  the
          Corporation and the Subsidiaries  have an interest as described in the
          Corporation's pubic disclosure under valid, subsisting and enforceable
          title  documents or other  recognized  and  enforceable  agreements or
          instruments,  or has  applied  for  such,  sufficient  to  permit  the
          Corporation or applicable  Subsidiary to explore the minerals relating
          thereto, all such property, leases or claims, and all property, mining
          leases or mining claims in which the Corporation or any Subsidiary has
          an interest or right have been validly  located and recorded or are in
          the process of being recorded,  in accordance with all applicable laws
          and are valid and subsisting,  the  Corporation  and the  Subsidiaries
          have all necessary  surface rights,  access rights and other necessary
          rights and interests in the  properties in which the  Corporation  and
          the  Subsidiaries  have an interest as described in the Information as
          are necessary to permit the  Corporation  or Subsidiary to explore for
          minerals,  ore and metals for development  purposes as are appropriate
          in view of the  rights and  interest  therein  of the  Corporation  or
          applicable  Subsidiary  and the state of  development of the property,
          with only such exceptions as do not materially  interfere with the use
          made by the  Corporation  or  applicable  Subsidiary  of the rights or
          interests so held and each of the proprietary  interests or rights and
          each of the documents,  agreements  and  instruments  and  obligations
          relating  thereto  referred to above is currently in good  standing in
          the name of the Corporation or a Subsidiary;

                                                                              33
<PAGE>

     (z)  No Defaults. Except as disclosed in the Corporation's pubic disclosure
          record, none of the Corporation or any Subsidiary is in default of any
          material  term,  covenant  or  condition  under or in  respect  of any
          judgment,  order, agreement or instrument to which it is a party or to
          which  it or any of  the  property  or  assets  thereof  are or may be
          subject,  and  no  event  has  occurred  and  is  continuing,  and  no
          circumstance  exists which has not been waived,  which  constitutes  a
          default in respect of any  commitment,  agreement,  document  or other
          instrument to which the Corporation or any Subsidiary is a party or by
          which it is  otherwise  bound  entitling  any other  party  thereto to
          accelerate the maturity of any amount owing  thereunder or which could
          have a  material  adverse  effect  upon the  condition  (financial  or
          otherwise),  capital,  property, assets, operations or business of the
          Corporation or any Subsidiary;

     (aa) Compliance   with  Employment   Laws.   Except  as  disclosed  in  the
          Corporation's  pubic  disclosure  record,  the  Corporation  and  each
          Subsidiary  is to its  knowledge  in  compliance  with  all  laws  and
          regulations respecting employment and employment practices,  terms and
          conditions  of  employment,  pay equity and wages,  except  where such
          non-compliance   would  not   constitute  an  adverse   material  fact
          concerning the  Corporation  on a  consolidated  basis or result in an
          adverse  material change to the  Corporation on a consolidated  basis,
          and has not and is not engaged in any unfair labour practice, there is
          no labour strike, dispute, slowdown,  stoppage, complaint or grievance
          pending or, to the knowledge of the  Corporation,  threatened  against
          the Corporation or any Subsidiary,  no union  representation  question
          exists  respecting the employees of the  Corporation or any Subsidiary
          and no collective  bargaining agreement is in place or currently being
          negotiated  by  the  Corporation  or  any   Subsidiary,   neither  the
          Corporation  nor  any  Subsidiary  has  received  any  notice  of  any
          unresolved  matter  and  there  are no  outstanding  orders  under any
          employment or human rights  legislation in any  jurisdiction  in which
          the  Corporation  or  any  Subsidiary   carries  on  business  or  has
          employees,  and, except as disclosed in the  Information,  no employee
          has any agreement as to the length of notice required to terminate his
          or her employment  with the Corporation or any Subsidiary in excess of
          twelve months or equivalent  compensation  and all benefit and pension
          plans of the  Corporation  or any  Subsidiary are funded in accordance
          with  applicable  laws and no past  service  funding  liability  exist
          thereunder;

     (bb) Employee Plans.  To its knowledge,  each material plan for retirement,
          bonus,  stock  purchase,   profit  sharing,  stock  option,   deferred
          compensation,   severance  or  termination  pay,  insurance,  medical,
          hospital,  dental, vision care, drug, sick leave,  disability,  salary
          continuation,   legal  benefits,   unemployment  benefits,   vacation,
          pension,  incentive  or  otherwise  contributed  to, or required to be
          contributed  to, by the  Corporation or any Subsidiary for the benefit
          of any current or former officer, director,  employee or consultant of
          the  Corporation  or any  Subsidiary  has been  maintained in material
          compliance with the terms thereof and with the requirements prescribed
          by any and all statutes,  orders, rules, policies and regulations that
          are applicable to any such plan;

                                                                              34
<PAGE>

     (cc) Accruals.  All material accruals for unpaid vacation pay, premiums for
          unemployment insurance, health premiums, federal or provincial pension
          plan premiums,  accrued wages,  salaries and  commissions and payments
          for any plan for any officer, director,  employee or consultant of the
          Corporation or any Subsidiary  have been  accurately  reflected in the
          books and records of the Corporation;

     (dd) Work Stoppage.  There has not been,  and there is not  currently,  any
          labour trouble which is adversely effecting or could adversely effect,
          in a material  manner,  the conduct of the business of the Corporation
          or any Subsidiary;

     (ee) Environmental Compliance.  Except as disclosed in the Information, the
          Corporation and the Subsidiaries:

          (i)  and the property,  assets and operations thereof comply, to their
               knowledge,   in  all  material   respects  with  all   applicable
               Environmental  Laws  (which  term  means  and  includes,  without
               limitation,  any  and  all  applicable  international,   federal,
               provincial,   state,   municipal   or   local   laws,   statutes,
               regulations,  treaties, orders, judgments,  decrees,  ordinances,
               official  directives  and  all  authorizations  relating  to  the
               environment, occupational health and safety, or any Environmental
               Activity (which term means and includes,  without limitation, any
               past,  present  or  future  activity,  event or  circumstance  in
               respect of a Contaminant (which term means and includes,  without
               limitation, any pollutants,  dangerous substances, liquid wastes,
               hazardous wastes,  hazardous  materials,  hazardous substances or
               contaminants or any other matter  including any of the foregoing,
               as defined or  described  as such  pursuant to any  Environmental
               Law), including,  without limitation,  the storage, use, holding,
               collection,  purchase,  accumulation,   assessment,   generation,
               manufacture,  construction, processing, treatment, stabilization,
               disposition,  handling or transportation thereof, or the release,
               escape, leaching, dispersal or migration thereof into the natural
               environment,  including the movement through or in the air, soil,
               surface water or groundwater));

          (ii) do not have any  knowledge  of, and have not  received any notice
               of, any material claim,  judicial or  administrative  proceeding,
               pending or threatened  against,  or which may affect,  either the
               Corporation or any  Subsidiary or any of the property,  assets or
               operations thereof, relating to, or alleging any violation of any
               Environmental  Laws,  the  Corporation  is not aware of any facts
               which   could  give  rise  to  any  such  claim  or  judicial  or
               administrative  proceeding  and neither the  Corporation  nor any
               Subsidiary nor any of the property,  assets or operations thereof
               is the subject of any investigation,  evaluation, audit or review
               by any  Governmental  Authority  (which term means and  includes,
               without limitation, any national,  federal government,  province,
               state,  municipality or other political subdivision of any of the
               foregoing,   any  entity   exercising   executive,   legislative,
               judicial, regulatory or administrative functions of or pertaining
               to  government  and any  corporation  or  other  entity  owned or
               controlled  (through stock or capital  ownership or otherwise) by
               any of the  foregoing) to determine  whether any violation of any
               Environmental  Laws has  occurred or is  occurring or whether any
               remedial  action is needed in  connection  with a release  of any
               Contaminant   into  the   environment,   except  for   compliance
               investigations conducted in the normal course by any Governmental
               Authority;

                                                                              35
<PAGE>

          (iii) have not given or filed any  notice  under any  federal,  state,
               provincial  or  local  law  with  respect  to  any  Environmental
               Activity,  the Corporation  and the  Subsidiaries do not have any
               liability  (whether  contingent or otherwise) in connection  with
               any  Environmental  Activity and the  Corporation is not aware of
               any notice being given under any federal,  state,  provincial  or
               local law or of any liability  (whether  contingent or otherwise)
               with  respect  to  any  Environmental  Activity  relating  to  or
               affecting  the  Corporation  or any  Subsidiary  or the property,
               assets, business or operations thereof;

          (iv) do not store any  hazardous  or toxic waste or  substance  on the
               property  thereof and have not disposed of any hazardous or toxic
               waste,  in  each  case in a  manner  contrary  to any  applicable
               Environmental  Laws or permits,  and there are no Contaminants on
               any of the premises at which the  Corporation  or any  Subsidiary
               carries on business,  in each case other than in compliance  with
               applicable Environmental Laws and permits; and

          (v)  are not, except as disclosed in the  Information,  subject to any
               material  contingent or other material  liability relating to the
               restoration or rehabilitation of land, water or any other part of
               the environment or non-compliance with Environmental Law;

     (ff) No  Litigation.   Except  as  disclosed  in  the  Corporation's  pubic
          disclosure,  there are no actions,  suits,  proceedings,  inquiries or
          investigations   existing,   pending  or,  to  the  knowledge  of  the
          Corporation,   threatened   against  or  which  adversely  affect  the
          Corporation  or any  Subsidiary  or to which  any of the  property  or
          assets  thereof  is  subject,  at law or  equity,  or before or by any
          court,  federal,  provincial,  state,  municipal or other governmental
          department,  commission,  board,  bureau,  agency or  instrumentality,
          domestic or foreign,  which may in any way materially adversely affect
          the condition  (financial or otherwise),  capital,  property,  assets,
          operations  or business of the  Corporation  or any  Subsidiary or the
          ability of any of them to perform the obligations  thereof and none of
          the  Corporation or any Subsidiary is subject to any judgment,  order,
          writ,  injunction,  decree,  award,  rule, policy or regulation of any
          Governmental Authority,  which, either separately or in the aggregate,
          may result in a material adverse effect on the condition (financial or
          otherwise),  capital,  property, assets, operations or business of the
          Corporation on a consolidated  basis or the ability of the Corporation
          to perform its obligations under this Agreement and

     (gg) Non-Arm's-Length   Transactions.    Except   as   disclosed   in   the
          Corporation's  pubic  disclosure  and  except  with  respect  to  Will
          Felderhof's  interest in 6179053 Canada Inc.,  neither the Corporation
          nor any Subsidiary  owes any amount to, nor has the Corporation or any
          Subsidiary  any present  loans to, or  borrowed  any amount from or is
          otherwise   indebted   to,  any   officer,   director,   employee   or
          securityholder  of any of them or any  Person  not  dealing  at "arm's
          length" (as such term is defined in the Income Tax Act (Canada))  with
          any of them except for usual employee  reimbursements and compensation
          paid  in  the  ordinary  and  normal  course  of the  business  of the
          Corporation  or  Subsidiary.   Except  usual  employee  or  consulting
          arrangements  made in the ordinary and normal course of business or as
          disclosed  in  the  Corporation's   pubic   disclosure,   neither  the
          Corporation  nor any Subsidiary is a party to any contract,  agreement
          or   understanding   with   any   officer,   director,   employee   or

                                                                              36
<PAGE>

          securityholder of any of them or any other Person not dealing at arm's
          length with the Corporation and the Subsidiaries. No officer, director
          or employee of the  Corporation  or any Subsidiary and no Person which
          is an affiliate or associate of any of the  foregoing  Persons,  owns,
          directly or indirectly,  any interest (except for shares  representing
          less than 5% of the  outstanding  shares of any class or series of any
          publicly traded company) in, or is an officer,  director,  employee or
          consultant  of,  any  Person  which is, or is  engaged  in, a business
          competitive  with the business of the  Corporation  or any  Subsidiary
          which  could  materially  adversely  impact on the ability to properly
          perform  the   services  to  be  performed  by  such  Person  for  the
          Corporation  or any  Subsidiary.  No  officer,  director,  employee or
          securityholder  of the  Corporation or any Subsidiary has any cause of
          action or other claim whatsoever  against,  or owes any amount to, the
          Corporation  or any  Subsidiary  except for claims in the ordinary and
          normal  course of the business of the  Corporation  or any  Subsidiary
          such as for accrued  vacation  pay or other  amounts or matters  which
          would not be material to the Corporation.

5.   The Corporation hereby covenants and agrees with the Subscriber as follows:


     (a)  Reporting  Issuer.  The  Corporation  shall  maintain  its status as a
          "reporting  issuer" in, and will not be in default of any  requirement
          of the securities laws of, the Reporting  Provinces for a period of at
          least 12 months after the Closing Date unless the  Corporation  ceases
          to be a reporting  issuer as a result of a merger  with,  or take over
          bid by, another corporation;

     (b)  Corporate Status. For a period of at least 12 months after the Closing
          Date, the Corporation  shall remain a corporation  validly  subsisting
          under  the  laws  of  its   jurisdiction  of  continuance,   licensed,
          registered or qualified as an  extra-provincial or foreign corporation
          in all  jurisdictions  where the character of its properties  owned or
          leased  or the  nature  of the  activities  conducted  by it make such
          licensing,  registration or qualification necessary and shall carry on
          its business in the ordinary  course and in compliance in all material
          respects with all applicable  laws, rules and regulations of each such
          jurisdiction  unless the Corporation  ceases to exist as a result of a
          merger with, or take-over bid by, another corporation;

     (c)  Listing on Stock Exchanges. The Corporation shall maintain the listing
          on the TSX of its  common of shares for a period of at least 12 months
          after the Closing Date unless such listing is  terminated  as a result
          of a merger  with,  or take  over  bid by,  another  corporation.  The
          Corporation  shall forthwith obtain from the TSX approval to issue the
          Shares;

     (d)  Securities Filings.  Forthwith after the Closing the Corporation shall
          file such forms and  documents  as may be  required  under  applicable
          securities laws relating to the offering of the Shares which,  without
          limiting  the  generality  of  the  foregoing,  shall  include  a Form
          45-106F1 as prescribed by the Canadian Securities Administrators;

     (e)  Performance of Acts. The  Corporation  shall perform and carry out all
          of the acts and  things  to be  completed  by it as  provided  in this
          Agreement; and

     (f)  Use of Proceeds.  The Corporation shall use the proceeds of the as set
          out in the  agreement  entered  into  between the  Subscriber  and the
          Corporation dated March 16, 2009.

                                                                              37
<PAGE>

                       COLLECTION OF PERSONAL INFORMATION

6.   The  Subscriber  (on its own behalf and, if  applicable,  on behalf of each
     beneficial purchaser for whose benefit the Subscriber is acting):

     (a)  acknowledges,  consents and authorizes the  Corporation to collect the
          Subscriber's (and any beneficial purchaser's) personal information for
          the purpose of completing the Subscriber's subscription;

     (b)  acknowledges  and consents to the  Corporation  retaining the personal
          information  for as long as permitted or required by applicable law or
          business practices;

     (c)  acknowledges,  consents and authorizes  the  Corporation to deliver to
          the Ontario Securities  Commission personal  information (such as full
          name,  residential  address and  telephone  number)  pertaining to the
          Subscriber  (and  any  beneficial  purchaser)  if  the  Subscriber  is
          resident in Ontario or otherwise subject to the securities legislation
          of Ontario;

     (d)  acknowledges  and  consents  to the fact that the  Corporation  may be
          required by applicable  securities laws, or regulatory  authorities to
          provide regulatory  authorities any personal  information  provided by
          the Subscriber respecting itself (and any beneficial purchaser);

     (e)  acknowledges  that this  information is being collected  indirectly by
          the  Ontario  Securities  Commission  (as  applicable),   and  may  be
          collected by other securities  regulators (as  applicable),  under the
          authority granted to it in applicable securities laws;

     (f)  if  resident  in  Ontario  or  otherwise  subject  to  the  securities
          legislation  of Ontario  acknowledges  that this  information is being
          collected for the purposes of the  administration  and  enforcement of
          the securities legislation of Ontario;

     (g)  acknowledges  that the  public  official  in  Ontario  who can  answer
          questions   about  the  Ontario   Securities   Commission's   indirect
          collection of such information is the Administrative  Assistant to the
          Director of  Corporate  Finance,  Suite 1903,  Box 55, 20 Queen Street
          West,  Toronto,  Ontario  M5H  3S8,  who  may be  contacted  at  (416)
          593-8086; and

     (h)  represents  and  warrants  that it has the  authority  to provide  the
          consents,   acknowledgements   and  authorizations  set  out  in  this
          paragraph on behalf of all beneficial purchasers.

Deliveries on Closing

7.   (a)  The Subscriber  agrees to deliver to McInnes  Cooper,  counsel for the
          Corporation,  as soon as possible  and,  in any event,  not later than
          10:00 a.m. (Atlantic time) on March 20, 2009 (the "Closing Date"):

          (i)  this duly completed and executed Subscription Agreement; and

          (ii) a certified  cheque or bank draft  payable to "McInnes  Cooper in
               Trust" or wire transfer (in accordance with Schedule "A" attached
               hereto) for the  aggregate  Subscription  Price or payment of the
               same  amount  in  such  other  manner  as is  acceptable  to  the
               Corporation.

                                                                              38
<PAGE>

     (b)  The  Corporation  acknowledges  and agrees that the obligations of the
          Subscriber   hereunder  are   conditional   on  the  accuracy  of  the
          representations  and warranties of the  Corporation  contained in this
          Subscription  Agreement as of the date of this Subscription  Agreement
          and as of the  Closing  Date,  and the  fulfillment  of the  following
          additional conditions as soon as possible after the Closing Date:

          (i)  all  covenants,  agreements  and  conditions  contained  in  this
               Subscription  Agreement to be performed by the  Corporation on or
               prior to the Closing  Date shall have been  performed or complied
               with in all material respects, and

          (ii) the  Corporation  shall  have  sent  to  the  Subscriber  or  the
               Subscriber's counsel a copy of this Subscription Agreement,  duly
               executed. Closing Time

8.   The  purchase  and sale of the Shares will be  completed  at the offices of
     McInnes  Cooper at 10:00  a.m.  (Halifax  time) or such  other  time as the
     Corporation  may determine  (the "Closing  Time") on the Closing Date or as
     soon  thereafter  as the  Shares  are  conditionally  listed on the TSX and
     subject to the provisions of Section 2 hereof.

Facsimile Subscriptions, Counterparts

9.   The  Corporation  shall be entitled to rely on delivery of an executed copy
     of this Subscription Agreement sent by facsimile or other electronic means,
     and  acceptance  by the  Corporation  of such  agreement  shall be  legally
     effective to create a valid and binding  agreement  between the  Subscriber
     and the Corporation in accordance with the terms hereof. In addition,  this
     Subscription Agreement may be executed in counterparts, each of which shall
     be deemed an original  and all of which shall  constitute  one and the same
     document.

Indemnity

10.  The  Subscriber  acknowledges  that  the  representations,  warranties  and
     covenants contained herein including,  without limitation,  those set forth
     in Section 3 are made with the intent  that they may be relied  upon by the
     Corporation and its counsel in determining the Subscriber's  eligibility to
     purchase the Shares under the relevant  securities  legislation  including,
     without  limitation,  the  availability of exemptions from the registration
     and  prospectus   requirements  of  applicable  securities  legislation  in
     connection with the issuance of the Shares to the Subscriber hereunder. The
     Subscriber  further  covenants that by the acceptance of the Shares,  he or
     she shall be  representing  and warranting  that such  representations  and
     warranties  are true as at the  Closing  Time as if made at that time.  The
     Subscriber  hereby agrees to indemnify the  Corporation  and its directors,
     officers,  employees,   advisers,   affiliates,   shareholders  and  agents
     (including its legal counsel) against all losses,  claims,  costs, expenses
     and damages or liabilities  which any of them may suffer or incur caused or
     arising from reliance  thereon.  The  Subscriber  undertakes to immediately
     notify the  Corporation  in writing of any change in any statement or other
     information  relating to the  Subscriber set forth herein which takes place
     prior to the Closing Time on the Closing Date.

                                                                              39
<PAGE>

Governing Law

11.  This  Subscription   Agreement  shall  be  governed  by  and  construed  in
     accordance  with the laws of the  Province  of Nova  Scotia and the laws of
     Canada  applicable  therein  and the  Subscriber  on its own behalf and, if
     applicable, of others whom it is contracting hereunder, and the Corporation
     each irrevocably attorns to the exclusive jurisdiction of the courts of the
     Province  of Nova Scotia  with  respect to any matters  arising out of this
     Subscription Agreement.

Time of Essence

12.  Time shall be of the essence hereof.

Entire Agreement and Headings

13.  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.  The  headings
     contained  are for  convenience  only and shall not affect the  meanings or
     interpretation hereof.

Subscriber's Expenses

14.  The  Subscriber  acknowledges  and agrees  that all costs  incurred  by the
     Subscriber (including any fees and disbursements of any counsel retained by
     the  Subscriber)  relating to the purchase of the Shares by the  Subscriber
     shall be borne by the Subscriber.

Assignment

15.  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 this Subscription Agreement shall not be assignable by either
     party without the prior written consent of the other.

Acceptance of Subscription

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

Board Representation

17.  The  Corporation   agrees  that,   upon  completion  of  the   transactions
     contemplated by this Subscription Agreement and upon approval of the TSX to
     such  appointment,  the Corporation shall take all such action necessary or
     advisable to facilitate  the  appointment  to the Board of Directors of the
     Corporation  one nominee of the Subscriber as a  non-executive  Director of
     the   Corporation.   The  Subscriber   acknowledges  and  agrees  that  the
     Corporation  shall have no obligation to facilitate the  appointment to the
     Board  of  Directors  of  any  person  who  does  not  provide  a  personal
     information form  satisfactory to the TSX, or who is otherwise not approved
     by the TSX, or who is  otherwise  ineligible  to serve as a Director  under
     applicable law.

                                                                              40
<PAGE>

Modification

18.  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.

Miscellaneous

19.  All covenants, representations,  warranties and agreements contained herein
     shall survive the closing of the transactions contemplated hereby.

Currency

20.  All references herein to "$" means,  unless otherwise  specified,  Canadian
     dollars.

Legal and Tax Advice

21.  The Subscriber  acknowledges  and agrees that it is solely  responsible for
     obtaining  such legal advice and tax advice as it considers  appropriate in
     connection  with the  execution,  delivery  and  performance  by it of this
     Subscription  Agreement and the completion of the transaction  contemplated
     hereby.

                               * * * * * * * * * *

                                                                              41
<PAGE>

                   SCHEDULE "A" TO THE SUBSCRIPTION AGREEMENT

                           WIRE TRANSFER INSTRUCTIONS

               If paying by wire transfer, wire funds as follows:
<TABLE>
<CAPTION>
<S>                                                              <C>
----------------------------------------------|-----------------------------------------------
Intermediary Bank:                            |Bank of Montreal, 5151 George Street, Halifax,
                                              |N.S., B3J 1M5, Canada
----------------------------------------------|-----------------------------------------------
Swift Code of Bank of Montreal:               |BOFMCAM2
                                              |
---------------------------------------------- -----------------------------------------------
For Credit of:                                |McInnes Cooper, In Trust
                                              |
----------------------------------------------|-----------------------------------------------
Bank No.:                                     |001
----------------------------------------------|-----------------------------------------------
Transit No.:                                  |00093
----------------------------------------------|-----------------------------------------------
Canadian Dollar Account Name:                 |McInnes Cooper - Trust Account
----------------------------------------------|-----------------------------------------------
Canadian Dollar Account No.:                  |1008-576
----------------------------------------------|-----------------------------------------------
Reference:                                    |Acadian Mining Corporation Private Placement
----------------------------------------------|-----------------------------------------------
</TABLE>

                                                                              42
<PAGE>

                   SCHEDULE "B" TO THE SUBSCRIPTION AGREEMENT

                       CERTIFICATE OF ACCREDITED INVESTOR



TO:      ACADIAN MINING CORPORATION (the "Corporation")

RE:      SUBSCRIPTION FOR SECURITIES OF THE CORPORATION

The undersigned  Subscriber/duly authorized representative of the Subscriber (or
in the case of a trust,  the  trustee or an officer of the trustee of the trust)
hereby certifies that:

1.   he/she has read the  Subscription  Agreement  to which  this  Schedule B is
     attached and understands  that the offering of the Securities is being made
     on a prospectus exempt basis; and

2.   the Subscriber and, if applicable,  the disclosed principal on whose behalf
     the Subscriber is purchasing the Securities, is an "accredited investor" as
     defined in National Instrument 45-106, by virtue of being:

[please check one]

a.   _____     a Canadian financial institution, or a Schedule III bank,

b.   _____     the Business  Development Bank of Canada  incorporated  under the
               Business Development Bank of Canada Act (Canada),

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,

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

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),

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,

g.   _____     a  municipality,  public  board or  commission  in  Canada  and a
               metropolitan community, school board, the Comite de gestion de la
               taxe   scolaire  de  l'ile  de  Montreal  or  an   intermunicipal
               management board in Quebec,,

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

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,

                                                                              43
<PAGE>

j.   _____     an individual  who,  either alone or with a spouse,  beneficially
               owns,  directly  or  indirectly,  financial  assets(1)  having an
               aggregate  realizable  value that  before  taxes,  but net of any
               related liabilities(2), exceeds Cdn$1,000,000,

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,

l.   _____     an individual who, either alone or with a spouse,  has net assets
               of at least Cdn$5,000,000,

m.   _____     a person (including a corporate entity), 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,

n.   _____     an  investment  fund  that  distributes  or has  distributed  its
               securities only to:

          (i)  a person that is or was an accredited investor at the time of the
               distribution,

          (ii) a  person   that   acquires  or   acquired   securities   in  the
               circumstances  referred  to  in  sections  2.10  [Minimum  amount
               investment], and 2.19 [Additional investment in investment funds]
               of National Instrument 45-106, or

          (iii) a person  described  in paragraph  (i) or (ii) that  acquires or
               acquired   securities   under  section  2.18   [Investment   fund
               reinvestment] of National Instrument 45-106,

o.   _____     an investment fund that distributes or has distributed securities
               under a  prospectus  in a  jurisdiction  of Canada  for which the
               regulator or, in Quebec, the securities regulatory authority, has
               issued a receipt,

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,

q.   _____     a person  (including  a corporate  entity)  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 of an investment fund,

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,

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

                                                                              44
<PAGE>

t.   _____     a person  (including a corporate  entity) 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,

u.   _____     an investment  fund that is advised by a person  registered as an
               adviser  or a  person  that is  exempt  from  registration  as an
               adviser, or

v.   _____     a person  (including a corporate  entity) that is  recognized  or
               designated by the securities  regulatory  authority or, except in
               Ontario and Quebec, the regulator as:

          (i)  an accredited investor, or

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

(1)  For the purposes of National  Instrument  45-106 and this  Certificate  the
     term "financial assets" means (a) cash; (b) securities or (c) a contract of
     insurance, a deposit or an evidence of a deposit that is not a security for
     the purposes of securities legislation.

(2)  For the purposes of National  Instrument  45-106 and this  Certificate  the
     term "related  liabilities"  means (a) liabilities  incurred or assumed for
     the purpose of financing the acquisition or ownership of financial  assets,
     or (b) liabilities that are secured by financial assets.

The statements made in this Schedule are true and will be true on the Closing
Date.

DATED ___________________________, 2009.


-----------------------------------------------------
Signature of Subscriber

-----------------------------------------------------
Name of Subscriber

-----------------------------------------------------

-----------------------------------------------------
Address Of The Subscriber


                                                                              45
<PAGE>
                   SCHEDULE "C" TO THE SUBSCRIPTION AGREEMENT

                         CERTIFICATION OF U.S. PURCHASER



TO:      ACADIAN MINING CORPORATION (the "Corporation")

RE:      SUBSCRIPTION FOR SECURITIES OF THE CORPORATION

Capitalized  terms  not  specifically  defined  in this  certification  have the
meaning ascribed to them in the Subscription  Agreement to which this Schedule C
is attached.  In the event of a conflict between the terms of this certification
and such Subscription Agreement, the terms of this certification shall prevail.

In addition to the covenants,  representations  and warranties  contained in the
Subscription  Agreement to which this  Schedule C is attached,  the  undersigned
Subscriber covenants, represents and warrants to the Corporation that:

(a)  It is (i) a  U.S.  Person  or a  person  in  the  United  States  and  (ii)
     authorized to consummate the purchase of the Shares.

(b)  It has such knowledge and  experience in financial and business  matters as
     to be capable of  evaluating  the merits and risks of an  investment in the
     Shares  and it is able  to bear  the  economic  risk of loss of its  entire
     investment.

(c)  The  Corporation  has provided to it the  opportunity  to ask questions and
     receive answers  concerning the terms and conditions of the Offering and it
     has had access to such  information  concerning  the  Corporation as it has
     considered  necessary or  appropriate  in  connection  with its  investment
     decision  to acquire  the  Shares,  including  access to the  Corporation's
     public  filings  available on the Internet at  www.sedar.com,  and that any
     answers to questions  and any request for  information  have been  complied
     with to the Subscriber's satisfaction.

(d)  It is acquiring  the Shares for its own account,  for  investment  purposes
     only and not with a view to any resale,  distribution or other  disposition
     of the Shares in violation of the United States securities laws.

(e)  The address of the Subscriber set out on the front page of the Subscription
     Agreement is the true and correct  principal  address of the Subscriber and
     can be relied on by the Corporation for the purposes of state blue-sky laws
     and the  Subscriber  has  not  been  formed  for the  specific  purpose  of
     purchasing the Shares.

(f)  It  understands  (i) the  Shares  have not been and will not be  registered
     under the United  States  Securities  Act of 1933,  as  amended  (the "U.S.
     Securities  Act") or the securities  laws of any state of the United States
     and will be "restricted securities",  as defined in Rule 144 under the U.S.
     Securities Act; (ii) the sale contemplated hereby is being made in reliance
     on an  exemption  from such  registration  requirements;  (iii)  subject to
     certain exceptions  provided under the U.S.  Securities Act, the Shares may
     not be offered,  sold or otherwise  transferred in the United States or to,
     by or on behalf of a U.S.  Person unless such Shares are  registered  under
     the U.S.  Securities Act and applicable state securities laws, or unless an
     exemption from such registration  requirements is available;  and (iv) as a
     consequence,  the  Subscriber may be required to bear the economic risks of
     the investment in the Shares for an indefinite period of time.

                                                                              46
<PAGE>

(g)  The  Subscriber  is an  "accredited  investor" as defined in Rule 501(a) of
     Regulation  D of the U.S.  Securities  Act by virtue of meeting  one of the
     following  criteria  (please  hand-write  your initials on the  appropriate
     lines):

1.                  A bank, as defined in Section 3(a)(2) of the U.S. Securities
Initials _______    Act, whether acting in its individual or fiduciary
                    capacity; or

2.                  A savings and loan association or other institution as
Initials _______    defined in Section 3(a)(5)(A) of the U.S. Securities Act,
                    whether acting in its individual or fiduciary capacity; or

3.                  A broker or dealer registered pursuant to Section 15 of the
Initials _______    United States Securities Exchange Act of 1934; or

4.                  An insurance company as defined in Section 2(a)(13) of the
Initials _______    U.S. Securities Act; or

5.                  An investment company registered under the United States
Initials _______    Investment Company Act of 1940; or

6.                  A business development company as defined in Section
Initials _______    2(a)(48) of the United States Investment Company Act of
                    1940; or

7.                  A small business investment company licensed by the U.S.
Initials _______    Small Business Administration under Section 301 (c) or (d)
                    of the United States Small Business Investment Act of 1958;
                    or

8.                  A plan established and maintained by a state, its political
Initials _______    subdivisions or any agency or instrumentality of a state or
                    its political subdivisions, for the benefit of its
                    employees, with total assets in excess of US$5,000,000; or

9.                  An employee benefit plan within the meaning of the United
Initials _______    States Employee Retirement Income Security Act of 1974 in
                    which the investment decision is made by a plan fiduciary,
                    as defined in Section 3(21) of such Act, which is either a
                    bank, savings and loan association, insurance company or
                    registered investment adviser, or an employee benefit plan
                    with total assets in excess of US$5,000,000 or, if a self-
                    directed plan, with investment decisions made solely by
                    persons who are Accredited Investors; or

10.                 A private business development company as defined in Section
Initials _______    202(a)(22) of the United States Investment Advisers Act of
                    1940; or

11.                 An organization described in Section 501(c)(3) of the United
Initials _______    States Internal Revenue Code, a corporation, a
                    Massachusetts or similar business trust, or a partnership,
                    not formed for the specific purpose of acquiring the Shares
                    offered, with total assets in excess of US$5,000,000; or

12.                 Any director or executive officer of the Corporation; or
Initials _______

13.                 A natural person whose individual net worth, or joint net
Initials _______    worth with that person's spouse, at the date hereof exceeds
                    US$1,000,000; or

14.                 A natural person who had an individual income in excess of
Initials _______    US$200,000 in each of the two most recent years or joint
                    income with that person's spouse in excess of US$300,000 in
                    each of those years and has a reasonable expectation of
                    reaching the same income level in the current year; or

                                                                              47
<PAGE>

15.                 A trust, with total assets in excess of US$5,000,000, not
Initials _______    formed for the specific purpose of acquiring the Shares
                    offered, whose purchase is directed by a sophisticated
                    person as described in Rule 506(b)(2)(ii) under the U.S.
                    Securities Act; or

16.                 Any entity in which all of the equity owners meet the
Initials _______    requirements of at least one of the above categories.


(h)  The  Subscriber  has not  purchased  the  Shares as a result of any form of
     general  solicitation  or general  advertising  (as those terms are used in
     Regulation  D under the U.S.  Securities  Act),  including  advertisements,
     articles,  notices  or other  communications  published  in any  newspaper,
     magazine or similar media or broadcast over radio or  television,  or other
     form of telecommunications, including electronic display, or any seminar or
     meeting  whose  attendees  have been  invited  by general  solicitation  or
     general advertising.

(i)  If the Subscriber  decides to offer, sell or otherwise  transfer any of the
     Shares it will not offer,  sell or  otherwise  transfer  any of such Shares
     directly or indirectly, unless:

     (i)  the sale is to the Corporation;

     (ii) the sale is made outside the United  States in a  transaction  meeting
          the requirements of Rule 904 of Regulation S under the U.S. Securities
          Act and in compliance with applicable local laws and regulations;

     (iii) the sale is made  pursuant  to the  exemption  from the  registration
          requirements  under  the  U.S.  Securities  Act  provided  by Rule 144
          thereunder,  if available, and in accordance with any applicable state
          securities or "blue sky" laws; or

     (iv) the  securities  are  sold in a  transaction  that  does  not  require
          registration  under the U.S.  Securities Act or any  applicable  state
          laws and regulations governing the offer and sale of securities,

     and,  in the case of each of  (iii)  and  (iv) it has  prior  to such  sale
     furnished to the Corporation an opinion of counsel reasonably  satisfactory
     to  the   Corporation   stating  that  such   transaction  is  exempt  from
     registration under applicable securities laws and that the legends referred
     to in paragraph (1) below may be removed.

(j)  It understands and agrees that the Shares may not be acquired in the United
     States by or on behalf of a U.S.  Person or a person in the  United  States
     unless  registered  under the U.S.  Securities Act and any applicable state
     securities laws or unless an exemption from such registration  requirements
     is available.

(k)  It  acknowledges  that it has not  purchased the Shares as a result of, and
     will not itself  engage in, any "directed  selling  efforts" (as defined in
     Regulation S under the U.S. Securities Act) in the United States in respect
     of the Shares which would include any activities undertaken for the purpose
     of,  or  that  could   reasonably  be  expected  to  have  the  effect  of,
     conditioning the market in the United States for the resale of the Shares.

(l)  The  certificates  representing  the  Shares,  as well as all  certificates
     issued in exchange for or in substitution of the foregoing, until such time
     as is no longer  required  under the  applicable  requirements  of the U.S.
     Securities Act or applicable  state securities laws, will bear, on the face
     of such certificate, the following legends:

                                                                              48
<PAGE>

          "THE SECURITIES  REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
          UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES
          ACT") OR THE SECURITIES  LAWS OF ANY STATE OF THE UNITED  STATES.  THE
          HOLDER HEREOF,  BY PURCHASING SUCH SECURITIES,  AGREES FOR THE BENEFIT
          OF THE COMPANY THAT SUCH SECURITIES MAY BE OFFERED,  SOLD OR OTHERWISE
          TRANSFERRED ONLY (A) TO THE COMPANY;  (B) OUTSIDE THE UNITED STATES IN
          ACCORDANCE  WITH RULE 904 OF  REGULATION  S UNDER THE U.S.  SECURITIES
          ACT; (C) IN ACCORDANCE WITH THE EXEMPTION FROM REGISTRATION  UNDER THE
          U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND
          IN COMPLIANCE WITH ANY APPLICABLE  STATE  SECURITIES LAWS; OR (D) IN A
          TRANSACTION  THAT  DOES  NOT  REQUIRE   REGISTRATION  UNDER  THE  U.S.
          SECURITIES ACT AND ANY APPLICABLE  STATE  SECURITIES LAWS, AND, IN THE
          CASE OF PARAGRAPH  (C) OR (D), THE SELLER  FURNISHES TO THE COMPANY AN
          OPINION  OF  COUNSEL  OF  RECOGNIZED  STANDING  IN FORM AND  SUBSTANCE
          SATISFACTORY TO THE COMPANY TO SUCH EFFECT."

          "THE  PRESENCE  OF THIS  LEGEND MAY  IMPAIR THE  ABILITY OF THE HOLDER
          HEREOF TO EFFECT "GOOD DELIVERY" OF THE SECURITIES  REPRESENTED HEREBY
          ON A CANADIAN STOCK  EXCHANGE.  A CERTIFICATE  WITHOUT A LEGEND MAY BE
          OBTAINED FROM THE REGISTRAR AND TRANSFER  AGENT OF THE  CORPORATION IN
          CONNECTION WITH A SALE OF THE SECURITIES  REPRESENTED HEREBY AT A TIME
          WHEN THE CORPORATION IS A "FOREIGN  ISSUER" AS DEFINED IN REGULATION S
          UNDER THE U.S.  SECURITIES ACT, UPON DELIVERY OF THIS CERTIFICATE,  AN
          EXECUTED  DECLARATION  AND, IF  REQUESTED  BY THE  CORPORATION  OR THE
          TRANSFER AGENT, AN OPINION OF COUNSEL OF RECOGNIZED STANDING,  EACH IN
          FORM  SATISFACTORY  TO THE TRANSFER AGENT OF THE  CORPORATION  AND THE
          CORPORATION,   TO  THE  EFFECT  THAT  SUCH  SALE  OF  THE   SECURITIES
          REPRESENTED  HEREBY  IS  BEING  MADE IN  COMPLIANCE  WITH  RULE 904 OF
          REGULATION S UNDER THE U.S. SECURITIES ACT.";

     provided,  that if the Shares are being sold  outside the United  States in
     compliance  with the  requirements  of Rule 904 of  Regulation  S at a time
     when:

     (i)  the  Corporation  is a "foreign  issuer" as defined in Regulation S at
          the time of sale, and

     (ii) the seller of the Shares is not an "affiliate" of the Corporation,  as
          that term is defined in Rule 405 under the U.S.  Securities Act (other
          than an officer or director  who is an  affiliate  of the  Corporation
          solely by virtue of holding such position),

     the  legends  set forth  above may be  removed  by  providing  an  executed
     declaration  to the registrar  and transfer  agent of the  Corporation,  in
     substantially  the form set forth as Appendix A attached hereto (or in such
     other forms as the  Corporation  may  prescribe  from time to time) and, if
     requested by the  Corporation or the transfer  agent, an opinion of counsel
     of  recognized   standing  in  form  and  substance   satisfactory  to  the
     Corporation  and the  transfer  agent to the effect that such sale is being
     made in compliance  with Rule 904 of  Regulation S; and provided,  further,
     that,  if any Shares  are being  sold  otherwise  than in  accordance  with
     Regulation S and other than to the Corporation,  the legends may be removed
     by delivery to the registrar and transfer  agent and the  Corporation of an
     opinion of counsel, of recognized  standing reasonably  satisfactory to the
     Corporation,  that such  legends are no longer  required  under  applicable
     requirements of the U.S. Securities Act or state securities laws.

                                                                              49
<PAGE>

(m)  It understands  and  acknowledges  that the Corporation is not obligated to
     remain a "foreign issuer".

(n)  It  understands  and  acknowledges  that,  for  the  purposes  of the  U.S.
     Securities  Act,  any person will be presumed to be an  "affiliate"  of the
     Corporation  if such person  beneficially  owns or  directly or  indirectly
     controls more than 10% of the Corporation's outstanding voting securities.

(o)  It understands  and agrees that there may be material tax  consequences  to
     the  Subscriber  of an  acquisition  or  disposition  of  the  Shares.  The
     Corporation  gives no opinion and makes no  representation  with respect to
     the tax consequences to the Subscriber under United States, state, local or
     foreign tax law of the  undersigned's  acquisition  or  disposition of such
     Shares.

(p)  It understands and agrees that the financial  statements of the Corporation
     have  been  prepared  in  accordance  with  Canadian   generally   accepted
     accounting  principles  and  therefore  may be  materially  different  from
     financial  statements  prepared under U.S.  generally  accepted  accounting
     principles  and therefore may not be comparable to financial  statements of
     United States companies.

(q)  It consents to the  Corporation  making a notation on its records or giving
     instructions to any transfer agent of the Corporation in order to implement
     the restrictions on transfer set forth and described in this  certification
     and the Subscription Agreement.


                   ONLY U.S. PURCHASERS NEED COMPLETE AND SIGN

Dated _______________ 2009.
<TABLE>
<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>    <C>


                                        X-------------------------------------------------------
                                        Signature of individual (if Subscriber is an individual)

                                        X /s/ J.I. Gutnick
                                        ---------------------------------------------------------
                                        Authorized signatory (if Subscriber is not an individual)


                                        GOLDEN RIVER RESOURCES CORPORATION
                                        ----------------------------------
                                        Name of Subscriber (please print)


                                        JOSEPH GUTNICK
                                        -------------------------------------------
                                        Name of authorized signatory (please print)


                                        PRESIDENT & CEO
                                        --------------------------------------------------------
                                        Official capacity of authorized signatory (please print)
</TABLE>

                                                                              50
<PAGE>

                                 Appendix "A" to

                           CERTIFICATE OF U.S. PERSON

                    Form of Declaration for Removal of Legend

TO:        Acadian Mining Corporation (the "Corporation")

AND TO:    Registrar and transfer agent for the Common Shares of the Corporation

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

Dated _______________ 200_.
<TABLE>
<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>    <C>


                                         X------------------------------------------------------
                                         Signature of individual (if Purchaser is an individual)

                                         X-------------------------------------------------------
                                         Authorized signatory (if Purchaser is not an individual)

                                         --------------------------------------------------------
                                         Name of Purchaser (please print)

                                         --------------------------------------------------------
                                         Name of authorized signatory (please print)

                                         --------------------------------------------------------
                                         Official capacity of authorized signatory (please print)
</TABLE>

                                                                              51
<PAGE>

                      Affirmation by Seller's Broker-Dealer

We   have    read   the    foregoing    representations    of   our    customer,
_________________________  (the "Seller")  dated  _______________________,  with
regard  to the  sale,  for  such  Seller's  account,  of  the  _________________
represented by certificate  number  ______________ of the Corporation  described
therein, and we hereby affirm that, to the best of our knowledge and belief, the
facts set forth therein are full, true and correct.



        ---------------------------------
        Name of Firm

By:
        ---------------------------------
        Authorized Officer

Dated: 200_.







                                                                              52