TORNADO GOLD INTERNATIONAL CORP.

                             SUBSCRIPTION AGREEMENT


Tornado Gold International Corp.
c/o Randolf W. Katz
Bryan Cave LLP
2020 Main Street, Suite 600
Irvine, California 92614

Dear Mr. Katz:

      The undersigned, ___________________________, hereby subscribes to
purchase the securities (the "Securities") of Tornado Gold International Corp.,
a Nevada corporation (the "Company"), consisting of ________ shares (the
"Shares") of the Company's Common Stock and a three-year warrant, in the form
attached hereto as Exhibit A (the "Warrant"), to purchase up to an equivalent
number of shares of the Company's Common Stock at an exercise price of $0.60 per
underlying share, in accordance with the following paragraphs and the terms and
conditions set forth in the Registration Rights Agreement in the form attached
hereto as Exhibit B (the "Registration Rights Agreement") and the supplemental
letter in the form attached hereto as Exhibit C (the "Supplemental Letter").
This subscription may be rejected in whole or in part by the Company, in its
sole and absolute discretion for any cause or for no cause. The Company
currently expects that the aggregate subscriptions for Securities will be
between a minimum of approximately $1.5 million and a maximum of approximately
$3 million. Finders' fees and brokers' commissions will aggregate approximately
eight percent and will be paid in cash, with the Company reserving the right to
compensate finders and brokers an additional sum for their expenses (on an
accountable or non-accountable basis) and to grant warrants in an amount not to
exceed eight percent of the aggregate number of Warrants granted in the total
offering and to undertake to register the underlying shares, all on terms
substantially similar to offered to the subscribers. Any questions regarding
this document or the investment described herein should be directed to Randolf
W. Katz, Bryan Cave LLP, 2020 Main Street, Suite 600, Irvine, California 92614;
telephone: (949) 223-7103; fax: (949) 223-7100; e-mail: rwkatz@bryancavellp.com.

            1. Purchase. Subject to the terms and conditions hereof, the
undersigned hereby irrevocably agrees to purchase the Securities (consisting of
__________ Shares, and a Warrant to purchase up to an equivalent number of
shares of the Company's Common Stock) for an aggregate subscription price of
$___________ (or a "per-unit" subscription price of $0.30) and tenders such
purchase price by means of a check (cashiers, certified, or personal), money
order, or wire transfer made payable to: "Bryan Cave LLP Client Trust Account,
as Escrow Agent for Tornado Gold International Corp." The wire transfer
instructions are:

                  California Bank & Trust
                  3420 Bristol Street
                  Costa Mesa, CA  92626
                  (714)754-2400

                  Name:  Bryan Cave LLP Client Trust Account
                  Routing:  #121002042
                  Trust Account: #33-400021-41
                  f/b/o Tornado Gold International Corp. / 0195150


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            2.    Representations and Warranties of the Purchaser. The
                  undersigned hereby makes the following representations and
                  warranties to the Company, and the undersigned agrees to
                  indemnify, hold harmless, and pay all causes of action,
                  lawsuits, debts, controversies, damages, claims, demands and
                  judgments (including litigation expenses and reasonable
                  attorneys' fees) incurred by the Company, and its past and
                  present officers, directors, employees, agents, successors and
                  assigns, whether or not under federal or state securities
                  laws, arising out of or in connection with the undersigned's
                  misrepresentation or breach of any of the representations and
                  warranties set forth herein, including, without limitation,

            (a)   The undersigned is the sole and true party in interest and is
                  not purchasing the Securities for the benefit of any other
                  person and has not granted any other person any right or
                  option or any participation or beneficial interest in any of
                  the Securities;

            (b)   The undersigned confirms receipt and careful review of all
                  written material provided by, or on behalf of, the Company in
                  respect of its business and prospects, and all information
                  provided by the Company to its stockholders and the
                  undersigned in respect of its business and prospects,
                  including all attachments and exhibits thereto. The
                  undersigned understands that all books, records, and documents
                  of the Company relating to this investment have been and
                  remain available for inspection by the undersigned upon
                  reasonable notice. The undersigned confirms that all documents
                  requested by the undersigned have been made available, and
                  that the undersigned has been supplied with all of the
                  additional information concerning this investment that has
                  been requested. The undersigned confirms that he has obtained
                  sufficient information, in his judgment or that of his
                  independent purchaser representative, if any, to evaluate the
                  merits and risks of this investment. The undersigned confirms
                  that he has had the opportunity to obtain such independent
                  legal and tax advice and financial planning services as the
                  undersigned has deemed appropriate prior to making a decision
                  to subscribe for the Securities. In making a decision to
                  purchase the Securities, the undersigned has relied
                  exclusively upon his experience and judgment, or that of his
                  purchaser representative, if any, upon such independent
                  investigations as he, or they, deemed appropriate, and upon
                  information provided by the Company in writing or found in the
                  books, records, or documents of the Company;

            (c)   In evaluating the suitability of this investment the
                  undersigned has not relied upon any representations or other
                  information (whether oral or written), other than that
                  furnished to the undersigned by the Company or its
                  representatives. The undersigned acknowledges and represents
                  that no representations or warranties have been made to the
                  undersigned by the Company or its directors, officers or any
                  agents or representatives with respect to the business of the
                  Company, the financial condition of the Company and\or the
                  economic, tax or any other aspect or consequence of the
                  purchase of the Securities and the undersigned has not relied
                  upon any information concerning the Company, written or oral,
                  other than supplied to the undersigned by the Company;


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<PAGE>

            (d)   The undersigned has such knowledge and experience in financial
                  and business matters that the undersigned is capable of an
                  evaluation of the merits and risks of the undersigned's
                  investment in the Securities;

            (e)   THE UNDERSIGNED IS AWARE THAT AN INVESTMENT IN THE COMPANY IS
                  HIGHLY SPECULATIVE AND SUBJECT TO SUBSTANTIAL RISKS. The
                  undersigned is capable of bearing the high degree of economic
                  risk and burdens of this venture, including, but not limited
                  to, the possibility of a complete loss, the lack of a
                  sustained and orderly public market, and limited
                  transferability of the Securities, which may make the
                  liquidation of this investment impossible for the indefinite
                  future. The undersigned has the financial ability to bear the
                  economic risks of its investment, has adequate means of
                  providing for its current needs and personal contingencies,
                  and has no need for liquidity in this investment. The
                  undersigned's commitment to investments that are not readily
                  marketable is not disproportionate to its net worth, and this
                  investment will not cause such overall commitment to become
                  excessive;

            (f)   The offer to sell the Securities was directly communicated to
                  the undersigned by such a manner that the undersigned, or his
                  purchaser representative, if any, was able to ask questions of
                  and receive answers from the Company or a person acting on its
                  behalf concerning the terms and conditions of this
                  transaction. At no time, except in connection and concurrently
                  with such communicated offer, was the undersigned presented
                  with or solicited by or through any leaflet, public
                  promotional meeting, television advertisement, or any other
                  form of general advertising;

            (g)   The Securities are being acquired solely for the undersigned's
                  own account, for investment, and are not being purchased with
                  a view to resale, distribution, subdivision, or
                  fractionalization thereof;

            (h)   The undersigned understands that the Securities have not been
                  registered under the Securities Act of 1933, as amended (the
                  "Securities Act"), or any state securities laws, in reliance
                  upon exemptions from regulation for non-public offerings. The
                  undersigned understands that the Securities or any interest
                  therein may not be, and agrees that the Securities or any
                  interest therein will not be, resold or otherwise disposed of
                  by the undersigned unless the Securities are subsequently
                  registered under the Securities Act and under appropriate
                  state securities laws or unless the Company receives an
                  opinion of counsel satisfactory to it that an exemption from
                  registration is available;

            (i)   The undersigned has been informed of and understands the
                  following:

                  (1)   There are substantial restrictions on the
                        transferability of the Securities;

                  (2)   No federal or state agency has made any finding or
                        determination as to the fairness for public investment,
                        nor any recommendation nor endorsement, of the
                        Securities;


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<PAGE>

            (j)   None of the following information has ever been represented,
                  guaranteed, or warranted to the undersigned, expressly or by
                  implication by any broker, the Company, or agent or employee
                  of the foregoing, or by any other person:

                  (1)   The approximate or exact length of time that the
                        undersigned will be required to remain a holder of the
                        Securities;

                  (2)   The amount of consideration, profit, or loss to be
                        realized, if any, as a result of an investment in the
                        Company;

                  (3)   That the past performance or experience of the Company,
                        its officers, directors, associates, agents, affiliates,
                        or employees or any other person will in any way
                        indicate or predict economic results in connection with
                        the plan of operations of the Company or the return on
                        the investment;

            (k)   The undersigned has not distributed any information relating
                  to this investment to anyone other than his purchaser
                  representative, if any, and no other person except such
                  personal representative and the undersigned has used this
                  information;

            (l)   The undersigned hereby agrees to indemnify the Company and to
                  hold it harmless from and against any and all liability,
                  damage, cost, or expense, including its reasonable attorneys'
                  fees and costs, incurred on account of or arising out of:

                  (1)   Any material inaccuracy in the declarations,
                        representations, and warranties hereinabove set forth;

                  (2)   The disposition of the Securities or any part thereof by
                        the undersigned, contrary to the foregoing declarations,
                        representations, and warranties;

                  (3)   Any action, suit, or proceeding based upon:

                        (i)   the claim that said declarations, representations,
                              or warranties were inaccurate or misleading or
                              otherwise cause for obtaining damages or redress
                              from the Company; or

                        (ii)  the disposition of the Securities or any part
                              thereof.

The foregoing representations, warranties, agreements, undertakings and
acknowledgements are made by the undersigned with the intent that they be relied
upon in determining the undersigned's suitability as a purchaser of the
Securities. In addition, the undersigned agrees to notify the Company
immediately of any change in any representation, warranty or other information.

            3. Transferability. The undersigned agrees not to transfer or assign
the obligations or duties contained in this Subscription Agreement or any of the
undersigned's interest herein except to a subsidiary or affiliate of the
undersigned.


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            4. Accredited Investor; Off-Shore Transaction; Not a U.S. Person.
The undersigned is an "accredited investor," as that term is defined in Rule
501(c) of Regulation D promulgated under the Securities Act. This Subscription
and the transactions contemplated herein constitute an "off-shore transaction,"
as that term is defined in Rule 902(h) of Regulation S promulgated under the
Securities Act. The undersigned is not a "U.S. Person," as that term is defined
in Rule 902(k) of Regulation S promulgated under the Securities Act.

            5. Acknowledgements, Understandings, and Agreements of the
Purchaser. The undersigned acknowledges, understands, and agrees that:

            (a)   The Company reserves the right to reject all or any part of
                  this subscription in their sole and absolute discretion for
                  any cause or for no cause;

            (b)   The undersigned will be promptly notified by the Company
                  whether this subscription has been accepted, either in whole
                  or in part, and if not accepted in whole, agrees to accept the
                  return of a proportionate part of the funds tendered to the
                  Company as a refund or a return, and in either case without
                  interest thereon or deduction therefrom;

            (c)   The Securities shall be deemed issued and owned by the
                  undersigned upon the Company's receipt of the purchase price
                  therefor and its acceptance thereof;

            (d)   The Securities and Exchange Commission (the "SEC") currently
                  takes the position that coverage of short sales of shares of
                  the Company's Common Stock "against the box" prior to the
                  effective date of a Registration Statement registering the
                  re-sale of the Shares is a violation of Section 5 of the
                  Securities Act, as set forth in Item 65, Section 5 under
                  Section A, of the Manual of Publicly Available Telephone
                  Interpretations, dated July 1997, compiled by the Office of
                  Chief Counsel, Division of Corporation Finance of the SEC; and

            (e)   The undersigned shall not use any of the Shares to cover any
                  short sales made prior to the effective date of such
                  registration statement or the date on which the shares are
                  subject to sale under Rule 144.

            6. State Securities Laws. The offering and sale of the Securities is
intended to be exempt from qualification under the securities laws of such
states in which the securities are offered and sold.

            7. Regulation D and Regulation S. Notwithstanding anything herein to
the contrary, every person or entity who, in addition to or in lieu of the
undersigned, is deemed to be a "purchaser" pursuant to Regulation D or
Regulation S promulgated under the Securities Act or any state law, does hereby
make and join in making all of the covenants, representations, and warranties
made by the undersigned.

            8. Acceptance. Execution and delivery of this Subscription Agreement
shall constitute an irrevocable offer to purchase the Securities indicated,
which offer may be accepted or rejected in whole or in part by the Company in
its sole and absolute discretion for any cause or for no cause. Acceptance of
this offer by the Company shall be indicated by its execution hereof.


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<PAGE>

            9. Binding Agreement. The undersigned agrees that the undersigned
may not cancel, terminate, or revoke this Subscription Agreement or any
agreement of the undersigned made hereunder, and that this Subscription
Agreement shall survive the death or disability of the undersigned and shall be
binding upon the heirs, successors, assigns, executors, administrators,
guardians, conservators, or personal representatives of the undersigned.

            10. Choice of Law; Forum. Notwithstanding the place where this
Subscription Agreement or any counterpart hereof may be executed by any of the
parties hereto, the parties expressly agree that all the terms and provisions
hereof shall be construed under the laws of the State of Nevada and that any
actions related hereto shall be brought in a court of competent jurisdiction
located in the County of Clark, State of Nevada.

      IN WITNESS WHEREOF, the undersigned has executed this Subscription
Agreement on the date set forth on the signature page.

      The undersigned desires to take title in the Securities as an
__________________ [individual, trust, partnership, corporation]. The exact
spelling of name(s) under which title to the Securities shall be taken, and the
exact location for delivery of the Securities, is (please print):

Name(s) _______________________________________________________________

(address)_________________________________
         _________________________________
         _________________________________
         _________________________________


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<PAGE>



                             SUBSCRIPTION AGREEMENT

                                 SIGNATURE PAGE

Purchase Price subscribed:  $_______    Number of Shares subscribed:_________

                                        Number of Warrant Shares: ___________

_____________________________________________________________________________
      Name of Purchaser(s) (Please print or type)


__________________________________________
                  Signature


__________________________________________
                  Signature



Social Security/Tax Identification Number:______________________________


Mailing Address:________________________________

                ________________________________

                ________________________________

                ________________________________


Executed at ________________________, this ________ day  of  ___________, 2006.
                  (location)



SUBSCRIPTION ACCEPTED:

TORNADO GOLD INTERNATIONAL CORP.


By:_______________________________________
     Earl W. Abbott, President and CEO

DATE: _____________  ___, 2006


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