CANADA
      - AB, BC, MB, ON, SK


    SUBSCRIPTION
      AGREEMENT FOR FLOW-THROUGH SHARES

     

    
      
        

      

    

    INSTRUCTIONS:
      To
      properly complete this Subscription Agreement:

    


    
      	
              (1)

            	
              All
                subscribers must complete all boxes on this face page and page 2
                to this
                face page and sign this face page.

            


    

    


    
      	
              (2)

            	
              All
                subscribers must complete and sign Exhibit 1.

            


    

    


    
      	
              (3)

            	
              If
                the subscriber is a
                fully managed account,
                please complete the "Name of Subscriber" below in the following format:
                "Account____ by [insert name of adviser, trust company or trust
                corporation]".

            


    

    


    
      	
              (4)

            	
              All
                completed documents should be returned to TD Securities Inc.,
                77
                King Street West, Toronto, Ontario M5K 1A5
                Attention: Mary Ziotas; Telephone (416) 308-3770; Fax (416) 308-1335;
                E-mail - mary.ziotas@tdsecurites.com, no
                later than June 30, 2006.

            


    

    


    This
      agreement is comprised of 12 pages (not including Exhibit
      1).
      

    

     

    
      	
              TO:

            	
              CanWest
                Petroleum Corporation (the "Corporation")

            
	 	 
	
              AND
                TO:

            	
              Oilsands
                Quest Inc. ("OQI")

            
	 	 
	
              AND
                TO:

            	
              TD
                Securities Inc., CIBC World Markets Inc., J. F. Mackie & Company Ltd.
                and Peters & Co. Limited (collectively, the
                "Agents")

            


    

     

    The
      undersigned (hereinafter referred to as the "Subscriber")
      hereby irrevocably subscribes for and agrees to purchase the number of common
      shares of the Corporation to be issued on a "flow-through" basis pursuant to
      the
Income
      Tax Act
      (Canada) ("Flow-Through
      Shares")
      set forth below for the aggregate subscription price set forth below (the
      "Aggregate
      Flow-Through Subscription Price"),
      representing a subscription price of $6.60 per Flow-Through Share, upon and
      subject to the adjustments, terms and conditions set forth in "Terms and
      Conditions of Subscription for Flow-Through Shares of CanWest Petroleum
      Corporation" attached hereto (together with the face pages and Exhibit 1 hereto,
      the "Subscription
      Agreement").

    

      
        	 	 	 
	
                 

                 
                  
                  

                

                (Name
                  of Subscriber - please print)

                 

                By:  

                
                  
(Authorized
                  Signature)

                 

                 

                
                  
(Official
                  Capacity or Title - please print)

                 

                
                  

                

                (Please
                  print name of individual whose signature appears 

                above
                  if different than the name of the subscriber printed 

                above.)

                 

                
                  
(Subscriber's
                  Address)

                 

                
                  

                

                 

                
                  


                (Telephone
                  Number)                           
                  (Email Address)

                 

                
                  

                

                (Social
                  Insurance Number, Federal Corporate Tax Account 

                Number
                  or Tax Shelter ID Number)

              	 	
                 

                Number
                  of Flow-Through Shares:

                 

              
	 
	
                 

                Aggregate
                  Flow-Through Subscription Price:

                 

              
	 
	
                 

                If
                  the Subscriber is signing as agent for a principal pursuant to
                  paragraph
                  6(f), complete the following and ensure that Exhibit 1 is completed
                  in respect of each such principal:

                 

                
                  

                

                (Name
                  of Principal)

                 

                
                  
(Principal's
                  Address)

                 

                
                  

                

                (Principal's
                  Social Insurance Number, Federal
                  Corporate Tax 

                Accnount
                  Number or Tax Shelter ID
                  Number)

              
	
                 

                Register
                  the Flow-Through Shares as set forth below:

                 

                
                  
(Name)

                 

                
                  
(Account
                  reference, if applicable)

                 

                
                  
(Address)

                 

                
                  

                

              	 	
                 

                Deliver
                  the Flow-Through Shares as set forth below:

                 

                
                  

                

                (Name)

                 

                
                  
(Account
                  reference, if applicable)

                 

                
                  
(Contact
                  Name)

                 

                
                  

                

                (Address)

                 

                
                  

                

              


      

    

    (SUBSCRIBERS
      MUST ALSO COMPLETE THE SECOND PAGE OF THIS FACE
      PAGE)



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        CANADA
          - AB, BC, MB, ON, SK

      

    

    

      
        	
                Subscriber's
                  Present Holdings:

                The
                  Subscriber represents that securities of the Corporation presently
                  owned
                  (beneficially, directly or indirectly) by the Subscriber are as
                  follows
                  (please
                  indicate "nil" if you do not currently own any securities of the
                  Corporation):

                 

              
	
                Type
                  of Securities Presently Owned

              	
                Number
                  or Amount

              
	 	 
	 	 
	 	 


      

    

     

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

     

                    ,
      2006

    
      	 	 	 
	
              CANWEST
                PETROLEUM CORPORATION

               

              By: 
                __________________________________________________

            	 	
              Subscription
                No:

            


    

     

    ACCEPTANCE:
      OQI hereby agrees to be bound by the joint and several indemnification
      provisions set forth in paragraph 9(f) of this Subscription Agreement and OQI
      represents and warrants to the Subscriber that the representations and
      warranties made by OQI to the Agents in the Agency Agreement are true and
      correct in all material respects as of the Closing Date (save and except as
      waived by the Agents) and that the Subscriber is entitled to rely
      thereon.

     

                    ,
      2006

    


    
      	
              OILSANDS
                QUEST INC.

               

              
                By: 
                  __________________________________________________

              

            	 	 


    

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

        CANADA
          - AB, BC, MB, ON, SK

      

    


    TERMS
      AND CONDITIONS OF SUBSCRIPTION FOR


    FLOW-THROUGH
      SHARES OF CANWEST PETROLEUM CORPORATION

    


    Terms
      of the Offering

    


    1.           The
      Subscriber acknowledges (on its own behalf and, if applicable, on behalf of
      each
      person on whose behalf the Subscriber is contracting) that this subscription
      is
      subject to rejection or allotment by the Corporation in whole or in part and
      is
      effective only upon acceptance by the Corporation. If this subscription is
      rejected or allotted in whole or in part, the Subscriber acknowledges that
      the
      unused portion of the Aggregate Flow-Through Subscription Price will be promptly
      returned to the Subscriber without interest or deduction.

    


    2.           The
      Subscriber acknowledges (on its own behalf and, if applicable, on behalf of
      each
      person on whose behalf the Subscriber is contracting) that the Flow-Through
      Shares
      subscribed for by it hereunder form part of a larger issuance and sale by the
      Corporation of 5,684,900 Flow-Through Shares at a subscription price of $6.60
      per Flow-Through Share (subject to adjustment as provided in paragraph 4 hereof)
      for aggregate gross proceeds of $37,520,340 (the "Offering").

    


    3.           The
      Subscriber acknowledges (on its own behalf and, if applicable, on behalf of
      each
      person on whose behalf the Subscriber is contracting) that the gross proceeds
      of
      the Offering will be used by the Corporation immediately after the Closing
      Date
      (as hereinafter defined) to subscribe for common shares of OQI issued on a
      flow-through basis and OQI will renounce to the Corporation an amount of
      Qualifying Expenditures (as hereinafter defined) equal to the Commitment Amount
      (as hereinafter defined).

    


    4.           The
      Subscriber acknowledges (on its own behalf and, if applicable, on behalf of
      each
      person on whose behalf the Subscriber is contracting) that the Corporation
      is
      not currently a reporting issuer in any jurisdiction of Canada. If the
      Corporation does not become a reporting issuer in the Province of Alberta on
      or
      before 5:00 p.m. on the sixtieth day following the Closing Date (the
      "Adjustment
      Date")
      then
      at 5:01 p.m. (Calgary time) on the Adjustment Date, the subscription price
      per
      Flow-Through Share will be reduced to $6.00 per Flow-Through Share and such
      reduction in price shall be satisfied by the Corporation forthwith issuing
      to
      the Subscriber 0.1 of a Flow-Through Share for each Flow-Through Share
      subscribed for by the Subscriber pursuant to the terms of this Subscription
      Agreement and certificates representing such Flow-Through Shares will be
      registered and delivered as specified on the face page of this Subscription
      Agreement. In no event shall fractional Flow-Through Shares be issued in
      connection with the adjustment referred to in this paragraph 4 or payment made
      in lieu thereof. All fractional Flow-Through Shares shall be rounded down to
      the
      nearest whole number of Flow-Through Shares.

    


    5.           The
      Corporation will use its commercially reasonable best efforts to cause: (i)
      the
      Flow-Through Shares to be included in a shelf registration statement filed
      with
      the U.S. Securities and Exchange Commission registering the Flow-Through Shares
      for resale by the Subscriber; (ii) such shelf registration statement to be
      declared effective as soon as practicable, but no later than six months from
      the
      Closing Time (as hereinafter defined); and (iii) such shelf registration
      statement to remain effective, subject to reasonable blackout periods, until
      the
      date that is 2 years following the Closing Date.

    


    Representations,
      Warranties and Covenants by Subscriber

    


    6.           The
      Subscriber (on its own behalf and, if applicable, on behalf of each person
      on
      whose behalf the Subscriber is contracting) represents, warrants and covenants
      to the Corporation, OQI and the Agents and their respective counsel (and
      acknowledges that the Corporation, OQI and the Agents, and their respective
      counsel, are relying thereon) both at the date hereof and at the Closing Time
      (as defined herein) that:

    


    
      	
              (a)

            	
              it
                acknowledges that the Corporation is not currently a reporting issuer
                in
                any jurisdiction and that the applicable "hold period" under applicable
                securities laws will not commence to run until the Corporation becomes
                a
                reporting issuer in a jurisdiction of Canada and that it will only
                be able
                to resell the Flow-Through Shares in accordance with limited exemptions
                under applicable securities legislation and regulatory policy and
                it
                agrees that any certificates representing the Flow-Through will bear
                a
                legend indicating that the resale of such securities is restricted
                pursuant to applicable securities legislation;
                and

            


    

    



    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

        CANADA
          - AB, BC, MB, ON, SK

      

    


    
      	
              (b)

            	
              it
                has been independently advised as to restrictions with respect to
                trading
                in the Flow-Through Shares imposed by applicable securities laws,
                confirms
                that no representation (written or oral) has been made to it by or
                on
                behalf of the Corporation, OQI or the Agents with respect thereto,
                acknowledges that it is aware of the characteristics of the Flow-Through
                Shares and the risks relating to an investment therein;
                and

            


    

    


    
      	
              (c)

            	
              it
                has not received or been provided with, nor has it requested, nor
                does it
                have any need to receive, any offering memorandum, any prospectus,
                sales
                or advertising literature, or any other document (other than an annual
                report, annual information form, interim report, information circular
                or
                any other continuous disclosure document, other than an offering
                memorandum, the content of which is prescribed by statute or regulation)
                describing or purporting to describe the business and affairs of the
                Corporation which has been prepared for delivery to, and review by,
                prospective purchasers in order to assist it in making an investment
                decision in respect of the Flow-Through
                Shares;
                and

            


    

    


    
      	
              (d)

            	
              it
                has not become aware of any advertisement in printed media of general
                and
                regular paid circulation (or other printed public media), radio,
                television or telecommunications or other form of advertisement (including
                electronic display) with respect to the distribution of the Flow-Through
                Shares; and

            


    

    


    
      	
              (e)

            	
              unless
                it is purchasing under paragraph 6(f) or (g), it is purchasing the
                Flow-Through 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 Flow-Through Shares,
                it is resident in or otherwise subject to applicable securities laws
                of
                the jurisdiction set out as the "Subscriber's Address" on the face
                page
                hereof and it is an "accredited investor", as such term is defined
                in
                National Instrument 45-106 - "Prospectus and Registration Exemptions"
                ("NI
                45-106")
                promulgated under the securities legislation of all of the provinces
                of
                Canada (other than Quebec), it was not created or used solely to
                purchase
                or hold securities as an "accredited investor" as described in paragraph
                (m) of the definition of "accredited investor" in NI 45-106 and has
                concurrently
                executed and delivered a Representation Letter in the form attached
                as
                Exhibit 1 to this Subscription Agreement and has initialed in
                Appendix "A" thereto indicating that the Subscriber satisfies (and
                will satisfy at the Closing Time) one of the categories of "accredited
                investor" set forth in such definition;
                and

            


    

    


    
      	
              (f)

            	
              if
                it is purchasing the Flow-Through Shares and is acting as agent for
                one or
                more disclosed principals, each of such principals is purchasing
                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 Flow-Through
                Shares,
                and

            


    

    


    
      	 	
              (i)

            	
              each
                of such principals complies with paragraph 6(e) hereof and the
                Subscriber acknowledges the Corporation is required by law to disclose
                to
                certain regulatory authorities the identity of each beneficial purchaser
                of Flow-Through
                Shares
                for whom it may be acting, it is resident in the jurisdiction set
                out as
                the "Subscriber's Address" and each beneficial purchaser is resident
                in
                the jurisdiction set out as the "Principal's Address";
                and

            


    

    


    
      	 	
              (ii)

            	
              if
                it is not an individual, it pre-existed the offering of the Flow-Through
                Shares and has a bona
                fide
                business purpose other than the investment in the Flow-Through Shares
                and
                was not created, formed or established solely or primarily to acquire
                securities, or to permit purchases of securities without a prospectus,
                in
                reliance on an exemption from the prospectus requirements of applicable
                securities legislation; and

            


    

    


    
      	
              (g)

            	
              if
                it is a resident of or otherwise subject to applicable securities
                laws of
                any
                jurisdiction other than the Provinces of Alberta, British Columbia,
                Manitoba, Ontario or Saskatchewan, it
                is resident in the jurisdiction set out as the "Subscriber's address",
                it
                is an "accredited investor" as such term is defined in NI 45-106
                and
                has
                concurrently executed and delivered a Representation Letter in the
                form
                attached as Exhibit 1 to this Subscription Agreement and has initialed
                in
                Appendix "A" thereto indicating that the Subscriber satisfies (and
                will
                satisfy at the Closing Time) one of the categories of "accredited
                investor" set forth in such definition and,
                it, or any beneficial purchaser for whom it is acting, complies with
                the
                requirements of all applicable securities legislation in the jurisdiction
                of its residence and will provide such evidence of compliance with
                all
                such matters as the Corporation, OQI or the Agents may request;
                and

            


    

    



    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

        CANADA
          - AB, BC, MB, ON, SK

      

    


    
      	
              (h)

            	
              it
                is purchasing the Flow-Through Shares pursuant to paragraph 6(e),
                (f) or
                (g), and:

            


    

    


    
      	 	
              (i)

            	
              the
                Flow-Through Shares have not been offered to the Subscriber in the
                United
                States and the Subscriber and the individuals making the order to
                purchase
                the Flow-Through Shares and executing and delivering this Subscription
                Agreement on behalf of the Subscriber were not in the United States
                when
                the order was placed and this Subscription Agreement was executed
                and
                delivered; and

            


    

    


    
      	 	
              (ii)

            	
              it
                is not a U.S. person (a "U.S. Person") (as defined in Regulation
                S under
                the United States Securities Act of 1933, as amended (the "U.S. Securities
                Act"), which definition includes, but is not limited to, an individual
                resident in the United States, an estate or trust of which any executor
                or
                administrator or trustee, respectively, is a U.S. Person and any
                partnership or corporation organized or incorporated under the laws
                of the
                United States and any partnership or corporation if organized or
                incorporated under the laws of any foreign jurisdiction and formed
                by a
                U.S. Person principally for the purpose of investing in securities
                not
                registered under the U.S. Securities Act, unless it is organized
                or
                incorporated and owned by "accredited investors" (as such term is
                defined
                in Rule 501(a) of Regulation D under the U.S. Securities Act) who
                are not
                natural persons, estates or trusts) and is not purchasing the Flow-Through
                Shares on behalf of, or for the account or benefit of, a person in
                the
                United States or a U.S. Person; and

            


    

    


    
      	
              (i)

            	
              it
                is aware that the Flow-Through Shares have not been and will not
                be
                registered under the U.S. Securities Act or the securities laws of
                any
                state and that these securities are not being offered or sold in
                the
                United States, it understands that the Flow-Through Shares are "restricted
                securities" as defined in Rule 144 under the U.S. Securities Act
                and
                agrees that if it decides to offer, sell or otherwise transfer the
                Flow-Through Shares, such shares may only be offered, sold or otherwise
                transferred in accordance with the provisions of Regulation S under
                the
                U.S. Securities Act, pursuant to registration under the U.S. Securities
                Act, or pursuant to an available exemption from registration under
                the
                U.S. Securities Act and applicable State securities laws and it agrees
                not
                to engage in hedging transactions with regard to the Flow-Through
                Shares
                unless in compliance with the U.S. Securities Act; and it acknowledges
                that the certificates representing the Flow-Through Shares (and all
                certificates issued in exchange therfor or in substitution thereof)
                will
                bear a legend to the effect that transfer is prohibited except in
                accordance with the provisions of Regulation S, pursuant to registration
                under the U.S. Securities Act, or pursuant to an available exemption
                from
                registration under the U.S. Securities Act and applicable State securities
                laws, and that hedging transactions involving the securities may
                not be
                conducted unless in compliance with the U.S. Securities Act, until
                such
                time as such legend is no longer required under applicable requirements
                of
                the U.S. Securities Act or applicable state securities laws;
                and

            


    

    


    
      	
              (j)

            	
              it
                acknowledges that:

            


    

    


    
      	 	
              (i)

            	
              no
                securities commission or similar regulatory authority has reviewed
                or
                passed on the merits of the Flow-Through Shares;
                and

            


    

    


    
      	 	
              (ii)

            	
              there
                is no government or other insurance covering the Flow-Through Shares;
                and

            


    

    


    
      	 	
              (iii)

            	
              there
                are risks associated with the purchase of the Flow-Through Shares;
                and

            


    

    


    
      	 	
              (iv)

            	
              there
                are restrictions on the Subscriber's ability to resell the Flow-Through
                Shares and it is the responsibility of the Subscriber to find out
                what
                those restrictions are and to comply with them before selling the
                Flow-Through Shares; and

            


    

    


    
      	 	
              (v)

            	
              the
                Corporation has advised the Subscriber that the Corporation is relying
                on
                an exemption from the requirements to provide the Subscriber with
                a
                prospectus and to sell securities through a person or company registered
                to sell securities under the Securities Act (Alberta) and other applicable
                securities laws and, as a consequence of acquiring securities pursuant
                to
                this exemption, certain protections, rights and remedies provided
                by the
                Securities Act (Alberta) and other applicable securities laws, including
                statutory rights of rescission or damages, will not be available
                to the
                Subscriber; and

            


    

    



    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

        CANADA
          - AB, BC, MB, ON, SK

      

    


    
      	
              (k)

            	
              if
                a corporation, partnership, unincorporated association or other entity,
                it
                has the power, authority and legal capacity to enter into and be
                bound by
                this Subscription Agreement and take all action pursuant hereto and
                further certifies that all necessary approvals of directors, shareholders
                or otherwise have been given and obtained;
                and

            


    

    


    
      	
              (l)

            	
              if
                an individual, it is of the full age of majority and is legally competent
                to execute and deliver this Subscription Agreement and take all action
                pursuant hereto; and

            


    

    


    
      	
              (m)

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

            


    

    


    
      	
              (n)

            	
              if
                the Subscriber is a body corporate, it is duly incorporated and validly
                subsisting under the laws of its jurisdiction of incorporation;
                and

            


    

    


    
      	
              (o)

            	
              this
                Subscription Agreement has been duly and validly authorized, executed
                and
                delivered by and constitutes a legal, valid, binding and enforceable
                obligation of the Subscriber; and

            


    

    


    
      	
              (p)

            	
              in
                the case of a subscription by it for Flow-Through Shares acting as
                agent
                for a disclosed principal, it is duly authorized to execute and deliver
                this Subscription Agreement and all other necessary documentation
                in
                connection with such subscription on behalf of such principal and
                this
                Subscription Agreement has been duly authorized, executed and delivered
                by
                or on behalf of, and constitutes a legal, valid and binding agreement
                of,
                such principal; and

            


    

    


    
      	
              (q)

            	
              it
                has such knowledge in financial and business affairs as to be capable
                of
                evaluating the merits and risks of its investment and is able to
                bear the
                economic risk of loss of its investments or, where it is not purchasing
                as
                principal, each beneficial purchaser is able to bear the economic
                risk of
                loss of its investment; and

            


    

    


    
      	
              (r)

            	
              the
                Subscriber confirms that neither the Corporation, OQI, the Agents
                nor any
                of their representative directors, employees, officers or affiliates,
                have
                made any representations (written or oral) to the Subscriber: (i)
                regarding the future value of the Flow-Through Shares; (ii) that
                any
                person will resell or repurchase the Flow-Through Shares; or (iii)
                that
                any person will refund the purchase price of the Flow-Through Shares
                other
                than as provided in this Subscription Agreement;
                and

            


    

    


    
      	
              (s)

            	
              except
                for the representations and warranties made by the Corporation to
                the
                Agents in the Agency Agreement, it has relied solely upon publicly
                available information relating to the Corporation and not upon any
                verbal
                or written representation as to fact or otherwise made by or on behalf
                of
                the Corporation, OQI or the Agents, such publicly available information
                having been delivered to the Subscriber without independent investigation
                or verification by the Agents, and agrees that the Agents and the
                counsel
                to the Agents assume no responsibility or liability of any nature
                whatsoever for the accuracy, adequacy or completeness of the publicly
                available information or as to whether all information concerning
                the
                Corporation required to be disclosed by the Corporation has been
                generally
                disclosed and acknowledges that the Corporation's counsel, OQI's
                counsel
                and the counsel to the Agents are acting as counsel to the Corporation,
                OQI and the Agents respectively, and not as counsel to the Subscriber;
                and

            


    

    


    
      	
              (t)

            	
              it
                understands that the Flow-Through Shares are being offered for sale
                only
                on a "private placement" basis and that the sale and delivery of
                the
                Flow-Through Shares is conditional upon such sale being exempt from
                the
                requirements under applicable securities laws as to the filing of
                a
                prospectus or delivery of an offering memorandum or upon the issuance
                of
                such orders, consents or approvals as may be required to permit such
                sale
                without the requirement of filing a prospectus or delivering an offering
                memorandum and, as a consequence (i) it is restricted from using
                most of
                the civil remedies available under securities legislation; (ii) it
                may not
                receive information that would otherwise be required to be provided
                to it
                under securities legislation; and (iii) the Corporation is relieved
                from
                certain obligations that would otherwise apply under securities
                legislation; and

            


    

    


    
      	
              (u)

            	
              if
                required by applicable securities legislation, regulations, rules,
                policies or orders or by any securities commission, stock exchange
                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 Flow-Through Shares
                (including, without limitation, a Representation Letter in the form
                attached as Exhibit 1); and

            


    

    



    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

        CANADA
          - AB, BC, MB, ON, SK

      

    


    
      	
              (v)

            	
              it
                undertakes and agrees that it will not offer or sell the Flow-Through
                Shares
                in
                the United States unless such securities are registered under the
                U.S.
                Securities Act and the securities laws of all applicable states of
                the
                United States or an exemption from such registration requirements
                is
                available; and 

            


    

    


    
      	
              (w)

            	
              it
                will not resell the Flow-Through
                Shares
                except in accordance with the provisions of applicable securities
                legislation and stock exchange rules;
                and

            


    

    


    
      	
              (x)

            	
              the
                acquisition of the Flow-Through Shares hereunder by the Subscriber
                will
                not result in the Subscriber becoming a "control person", as defined
                under
                applicable securities laws; and

            


    

    


    
      	
              (y)

            	
              the
                Subscriber does not act jointly or in concert with any other person
                or
                company for the purposes of acquiring securities of the Corporation;
                and

            


    

    


    
      	
              (z)

            	
              the
                Subscriber acknowledges that the Corporation may complete additional
                equity financings in the future which may have a dilutive effect
                on the
                Subscriber's shareholdings in the Corporation;
                and

            


    

    


    
      	
              (aa)

            	
              the
                funds representing the Aggregate Flow-Through Subscription Price
                which
                will be advanced by the Subscriber hereunder will not represent proceeds
                of crime for the purposes of the Proceeds
                of Crime (Money Laundering) and Terrorist Financing Act
                (Canada) and the Subscriber acknowledges that the Corporation or
                the
                Agents 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 Proceeds
                of Crime (Money Laundering) and Terrorist Financing Act
                (Canada) and to the best of the Subscriber's knowledge (i) none of
                the
                subscription funds to be provided by the Subscriber (A) have been
                or will
                be derived from or related to any activity that is deemed criminal
                under
                the law of Canada, the United States of America, or any other
                jurisdiction, or (B) are being tendered on behalf of a person or
                entity
                who has not been identified to the Subscriber, and (ii) it shall
                promptly
                notify the Corporation and the Agents if the Subscriber discovers
                that any
                of such representations ceases to be true, and to provide the Corporation
                and the Agents with appropriate information in connection therewith;
                and

            


    

    


    
      	
              (bb)

            	
              it
                acknowledges that this Subscription Agreement and the Exhibit hereto
                require the Subscriber (or any beneficial purchaser for whom the
                Subscriber is contracting) to provide certain personal information
                to the
                Corporation and the Agents. Such information is being collected by
                the
                Corporation, OQI and the Agents for the purposes of completing the
                offering of Flow-Through Shares, which includes, without limitation,
                determining the Subscriber's (or any beneficial purchaser for whom
                the
                Subscriber is contracting) eligibility to purchase the Flow-Through
                Shares
                under applicable securities legislation, preparing and registering
                any
                certificates representing Flow-Through Shares to be issued to the
                Subscriber and completing filings required by any stock exchange
                or
                securities regulatory authority or by the Canada Revenue Agency (the
                "CRA").
                The Subscriber's (or any beneficial purchaser for whom the Subscriber
                is
                contracting) personal information may be disclosed by the Corporation,
                OQI
                or the Agents to: (a) stock exchanges or securities regulatory authorities
                or the CRA, (b) the Corporation's registrar and transfer agent, and
                (c)
                any of the other parties involved in the offering, including legal
                counsel
                to the Corporation, OQI and the Agents. By executing this Subscription
                Agreement, the Subscriber (or any beneficial purchaser for whom the
                Subscriber is contracting) consents to the foregoing collection,
                use and
                disclosure of the Subscriber's (or any beneficial purchaser for whom
                the
                Subscriber is contracting) personal information. The Subscriber (or
                any
                beneficial purchaser for whom the Subscriber is contracting) also
                consents
                to the filing of copies or originals of any of the Subscriber's (or
                any
                beneficial purchaser for whom the Subscriber is contracting) documents
                described in Section 11 below as may be required to be filed with
                any
                stock exchange or securities regulatory authority or the CRA in connection
                with the transactions contemplated hereby. Without limiting the generality
                of the foregoing, the Subscriber (or any beneficial purchaser for
                whom the
                Subscriber is contracting) (if resident in the Province of Ontario)
                further acknowledges that: (a) the Corporation will deliver to the
                Ontario
                Securities Commission (the "OSC")
                the Subscriber's (or any beneficial purchaser for whom the Subscriber
                is
                contracting) full name, residential address and telephone number,
                the
                number of Flow-Through Shares purchased by the Subscriber (or any
                beneficial purchaser for whom the Subscriber is contracting) hereunder,
                the total purchase price paid by the Subscriber (or any beneficial
                purchaser for whom the Subscriber is contracting) hereunder, the
                exemption
                under applicable securities laws relied upon in respect of the
                Subscriber's (or any beneficial purchaser for whom the Subscriber
                is
                contracting) purchase of Flow-Through Shares hereunder and the date
                the
                Flow-Through Shares subscribed for hereunder were distributed to
                the
                Subscriber (or any beneficial purchaser for whom the Subscriber is
                contracting); (b) the information set forth in (a) immediately above
                is
                being collected indirectly by the OSC under the authority granted
                to it
                under securities legislation for the purposes of the administration
                and
                enforcement of the securities legislation of Ontario; and (c) the
                title,
                business address and telephone number of the public official in Ontario
                who can answer questions about the OSC's indirect collection of the
                information is as follows: Administrative Assistant to the Director
                of
                Corporate Finance, Suite 1903, Box 5520 Queen Street West, Toronto,
                Ontario, M5H 3S8, Telephone (416) 593-8086. The Subscriber (or any
                beneficial purchaser for whom the Subscriber is contracting) (if
                resident
                in the Province of Ontario) hereby authorizes the indirect collection
                of
                the information set forth in (a) immediately above by the OSC;
                and

            


    

    



    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

        CANADA
          - AB, BC, MB, ON, SK

      

    


    
      	
              (cc)

            	
              the
                Subscriber acknowledges that it has been encouraged to obtain independent
                legal, income tax and investment advice with respect to its subscription
                for the Flow-Through Shares and accordingly, has had the opportunity
                to
                acquire an understanding of the meanings of all terms contained herein
                relevant to the Subscriber for purposes of giving representations,
                warranties and covenants under this Subscription
                Agreement.

            


    

    


    Matters
      Relating to the Flow-Through Shares

    


    7.           In
      addition to other terms defined herein, for the purposes of paragraphs 7, 8,
      9
      and 10 hereof, the following words and phrases have the following
      meanings:

    


    
      	
              (a)

            	
              "Act"
                means the
                Income Tax Act
                (Canada), together with any and all regulations promulgated thereunder,
                as
                amended from time to time;

            


    

    


    
      	
              (b)

            	
              "Canadian
                Exploration Expense(s)"
                or "CEE"
                means Canadian exploration expense described in paragraphs (a), (d)
                or (f)
                of the definition of "Canadian exploration expense" in
                subsection 66.1(6) of the Act or that would be described in
                paragraph (h) of such definition if the reference therein to
                "paragraphs (a) to (d) and (f) to (g.1)" were a reference to
                "paragraphs (a), (d) or (f)", excluding amounts which are prescribed
                to constitute "Canadian exploration and development overhead expense"
                under the Act, the amount of any assistance described in
                paragraph 66(12.6)(a) of the Act and any expense described in
                paragraph 66(12.6)(b.1) of the
                Act;

            


    

    


    
      	
              (c)

            	
              "Commitment
                Amount"
                means the Aggregate Flow-Through Subscription Price indicated on
                the
                face-page of this Subscription
                Agreement;

            


    

    


    
      	
              (d)

            	
              "Expenditure
                Period"
                means the period commencing on the date of acceptance by the Corporation
                of this Subscription Agreement and ending on the earlier of the date
                on
                which the Commitment Amount has been fully expended in accordance
                with the
                terms hereof, and December 31,
                2007;

            


    

    


    
      	
              (e)

            	
              "Principal
                Business Corporation"
                means a principal-business corporation as defined in subsection 66(15)
                of
                the Act; and

            


    

    


    
      	
              (f)

            	
              "Qualifying
                Expenditures"
                means expenses that are CEE on the date that they are incurred or
                are
                deemed to be incurred.

            


    

    


    8.           The
      Corporation hereby represents and warrants to the Subscriber (on its own behalf
      and, if applicable, on behalf of each person on whose behalf the Subscriber
      is
      contracting) and acknowledges that the Subscriber is relying thereon
      that:

    


    
      	
              (a)

            	
              the
                Corporation has the full corporate right, power and authority to
                enter
                into this Subscription Agreement, to issue the Flow-Through Shares
                and to
                incur and renounce to the Subscriber, Qualifying Expenditures in
                an amount
                equal to the Commitment Amount; and

            


    

    



    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

        CANADA
          - AB, BC, MB, ON, SK

      

    


    
      	
              (b)

            	
              as
                at the date hereof, the Corporation has no reason to believe that
                it will
                be unable to incur Qualifying Expenditures during the Expenditure
                Period
                in an amount equal to the Commitment Amount, that it will be unable
                to
                renounce to the Subscriber effective on or before December 31, 2006
                Qualifying Expenditures in an amount equal to the Commitment Amount
                or to
                expect any reduction of such amount by virtue of subsection 66(12.73)
                of
                the Act; and

            


    

    


    
      	
              (c)

            	
              the
                incurring and renunciation of Qualifying Expenditures to the Subscriber
                pursuant hereto, does not and will not constitute a breach of or
                default
                under the constating documents of the Corporation or any law, regulation,
                order or ruling applicable to the Corporation or any agreement, contract
                or indenture to which the Corporation is a party or by which it is
                bound;
                and

            


    

    


    
      	
              (d)

            	
              the
                Corporation is, and at all material times will be, a Principal Business
                Corporation; and

            


    

    


    
      	
              (e)

            	
              upon
                issuance pursuant to the provisions hereof, the Flow-Through Shares
                will
                be "flow-through shares" as defined in subsection 66(15) of the Act
                and will not constitute "prescribed shares" for the purpose of
                Regulation 6202.1 of the Act assuming that there are no agreements,
                arrangements, obligations or undertakings as contemplated by such
                provisions in respect of the Flow-Through Shares to which, or in
                respect
                of which, the Corporation is not a party or in respect of which the
                Corporation has no knowledge; and

            


    

    


    
      	
              (f)

            	
              the
                Corporation is related to OQI within the meaning of the Act, and
                will be
                related to OQI at all times during the Expenditure
                Period.

            


    

    


    9. The
      Corporation covenants and agrees with the Subscriber:

    


    
      	
              (a)

            	
              to
                keep proper books, records and accounts of all Qualifying Expenditures
                and
                all transactions affecting the Commitment Amount and the Qualifying
                Expenditures, and, upon reasonable notice, to provide reasonable
                access to
                such books, records and accounts for review by or on behalf of the
                Subscriber at the Subscriber's sole expense; and
                

            


    

    


    
      	
              (b)

            	
              to
                incur (or be deemed to incur pursuant to subsection 66(12.61) of
                the Act),
                during the Expenditure Period, Qualifying Expenditures in such amount
                as
                enables the Corporation to renounce to the Subscriber, Qualifying
                Expenditures in an amount equal to the Commitment Amount effective
                on or
                before December 31, 2006; and

            


    

    


    
      	
              (c)

            	
              to
                renounce to the Subscriber, effective on or before December 31, 2006,
                Qualifying Expenditures incurred (or deemed to be incurred) during
                the
                Expenditure Period as required under the Act in an amount equal to
                the
                Commitment Amount; and

            


    

    


    
      	
              (d)

            	
              to
                deliver to the Subscriber within the time periods required by the
                Act, and
                in any event not later than March 31, 2007, a statement setting forth
                the
                aggregate amounts of such Qualifying Expenditures renounced to the
                Subscriber; and

            


    

    


    
      	
              (e)

            	
              that
                all Qualifying Expenditures renounced to the Subscriber pursuant
                to this
                Subscription Agreement will be Qualifying Expenditures incurred by
                the
                Corporation that, but for the renunciation to the Subscriber, the
                Corporation would be entitled to deduct in computing its income for
                the
                purposes of Part I of the Act; and

            


    

    


    
      	
              (f)

            	
              that
                the Corporation will not reduce the amount renounced to the Subscriber
                hereunder and, in the event the Minister reduces the amount renounced
                to
                the Subscriber hereunder pursuant to subsection 66(12.73) of the
                Act
                (except as a result of any amendment to the Act) or if the Corporation
                fails to renounce Qualifying Expenditures to the Subscriber in an
                amount
                or amounts which in aggregate are equal to the Commitment Amount
                and with
                an effective date or dates of not later than December 31, 2006, the
                Corporation and OQI shall jointly and severally indemnify the Subscriber
                and pay in settlement thereof to the Subscriber an amount equal to
                the
                amount of any tax payable under the Act (and under any corresponding
                provincial tax legislation) by the Subscriber as a consequence of
                such
                failure to renounce or such reduction, as the case may be, by the
                later of
                April 15, 2007 and the date on which the amount of tax so payable
                by the
                Subscriber is determined; and

            


    

    



    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

        CANADA
          - AB, BC, MB, ON, SK

      

    


    
      	
              (g)

            	
              that
                the Corporation will maintain its status as a Principal Business
                Corporation throughout the Expenditure Period;
                and

            


    

    


    
      	
              (h)

            	
              to
                file all prescribed forms required under the Act or any corresponding
                provincial tax legislation with respect to the issuance of the shares
                as
                "flow-through shares" as defined in subsection 66(15) of the Act
                or that
                are necessary to renounce Qualifying Expenditures equal to the Commitment
                Amount to the Subscriber effective on or before December 31, 2006 and
                to provide the Subscriber with a copy of all such forms as are required
                to
                be provided thereto, all on a timely basis; and


            


    

    


    
      	
              (i)

            	
              that
                the Corporation will not be subject to the provisions of subsection
                66(12.67) of the Act in a manner which impairs its ability to renounce
                Qualifying Expenditures to the Subscriber in an amount equal to the
                Commitment Amount; and

            


    

    


    
      	
              (j)

            	
              that
                the Corporation has not and will not enter into transactions, take
                deductions or make any tax elections or designations which would
                otherwise
                reduce its cumulative Qualifying Expenditures to an extent which
                would
                preclude a renunciation of Qualifying Expenditures hereunder in an
                amount
                equal to the Commitment Amount effective on or before December 31,
                2006; and

            


    

    


    
      	
              (k)

            	
              that
                in the event that the Corporation cannot renounce to Subscribers
                Qualifying Expenditures equal to 100% of the Commitment Amount, the
                Corporation shall renounce such lesser amount as is permitted and,
                to the
                extent the Corporation has incurred expenses which are capable of
                renunciation, but which are not Qualifying Expenditures, the Corporation
                shall, if agreed to by the Subscriber, renounce such expenses to
                the
                Subscriber, without any prejudice to any other rights the Subscriber
                may
                have under this Subscription
                Agreement.

            


    

    


    10. The
      Subscriber covenants, agrees and represents and warrants to the Corporation
      that:

    


    
      	
              (a)

            	
              neither
                the Subscriber, nor the beneficial purchaser, as the case may be,
                has or
                will knowingly enter into any agreement or arrangement which will
                cause
                the Flow-Through Shares to be or become "prescribed shares" for purposes
                of the Act; and

            


    

    


    
      	
              (b)

            	
              it
                (and each beneficial purchaser for whom it is acting) deals at arm's
                length with the Corporation within the meaning of the Act and will
                continue to deal at arm's length with the Corporation to and including
                January 1, 2008.

            


    

    


    Closing

    


    11.           The
      Subscriber agrees to deliver to TD Securities Inc.,
      77 King Street West, Toronto, Ontario M5K 1A5 Attention: Mary
      Ziotas,
      not
      later than 4:00 p.m. (Calgary time) on June 30, 2006: (a) this duly completed
      and executed Subscription Agreement; (b)  a fully executed and completed
      Representation Letter in the form of Exhibit 1;
      and
      (c) a certified cheque or bank draft payable to TD Securities Inc. for the
      Aggregate Flow-Through Subscription Price or payment of the same amount in
      such
      other manner as is acceptable to the Agents.

    


    12.           The
      sale
      of the Flow-Through Shares pursuant to this Subscription Agreement will be
      completed at the offices of Macleod Dixon llp,
      the
      Corporation's counsel, in Calgary, Alberta at 10:00 a.m. (Calgary time) or
      such other time as the Corporation, OQI and the Agents may agree (the
      "Closing
      Time")
      on
      July 5, 2006 or such other date as the Corporation, OQI and the Agents may
      agree
      (the "Closing
      Date").
      At
      the Closing Time, the Agents shall deliver to the Corporation all completed
      subscription agreements, including this Subscription Agreement, and the
      aggregate subscription amount against delivery by the Corporation of the
      certificates representing the Flow-Through Shares.

    


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

    



    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

        CANADA
          - AB, BC, MB, ON, SK

      

    


    General

    


    14.           The
      Subscriber agrees that the representations, warranties and covenants of the
      Subscriber herein will be true and correct both as of the execution of this
      Subscription Agreement and as of the Closing Time and will survive the
      completion of the issuance of the Flow-Through Shares. The representations,
      warranties and covenants of the Subscriber herein are made with the intent
      that
      they be relied upon by the Corporation, OQI and the Agents and their respective
      counsel in determining the eligibility of a purchaser of Flow-Through Shares
      and
      the Subscriber (on its own behalf and, if applicable, on behalf of each person
      on whose behalf the Subscriber is contracting) agrees to indemnify and hold
      harmless the Corporation, OQI and the Agents and their
      respective affiliates, shareholders, directors, officers, partners, employees,
      legal counsel and agents,
      from and
      against all losses, claims, costs, expenses and damages or liabilities
      whatsoever which any of them may suffer or incur which are caused or arise
      from
      a breach thereof. The Subscriber undertakes to immediately notify the
      Corporation at CanWest Petroleum Corporation, c/o Oilsands Quest Inc., Suite
      1005, 550 - 11th Avenue S.W., Calgary, AB, T2R 1M7, Attention:
      Murray Wilson (Fax Number: (403) 
      269-7566)
      and the
      Agents at TD Securities Inc.,
      77 King Street West, Toronto, Ontario M5K 1A5, Attention:
      Mary Ziotas (Fax Number: (416) 308-1335), of any change in any statement or
      other information relating to the Subscriber set forth herein which takes place
      prior to the Closing Time.

    


    15.           The
      Subscriber acknowledges that the Agents have agreed to offer the Flow-Through
      Shares on a "private placement" basis and, in connection therewith, the
      Corporation, OQI and the Agents have entered into, or will enter into prior
      to
      the Closing Date, an agreement (the "Agency
      Agreement")
      pursuant to which the Agents, in connection with the issue and sale of the
      Flow-Through Shares, will receive from the Corporation a commission on the
      gross
      proceeds of the Offering of 5.5%. The Subscriber hereby irrevocably authorizes
      TD Securities Inc. to: (a) act as its representative at the closing and to
      execute in its name and on its behalf all closing receipts and documents
      required; (b) complete or correct any errors or omissions in any form or
      document, including this Subscription Agreement, provided by the Subscriber;
      (c) receive on its behalf certificates representing the Flow-Through Shares
      purchased under this Subscription Agreement; (d) approve any opinions,
      certificates or other documents addressed to the Subscriber; (e) waive, in
      whole or in part, any representations, warranties, covenants or conditions
      for
      the benefit of the Subscriber and contained in the Agency Agreement; and (f)
      exercise any rights of termination contained in the Agency
      Agreement.

    


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

    


    17.           By
      acceptance of this Subscription Agreement, the Corporation agrees that the
      Subscriber is directly entitled to the benefit of all representations and
      warranties of the Corporation made by the Corporation to the Agents in the
      Agency Agreement.

    


    18.           By
      acceptance of this Subscription Agreement, OQI agrees that the Subscriber is
      directly entitled to the benefit of all representations and warranties of OQI
      made by OQI to the Agents in the Agency Agreement.

    


    19.           The
      obligations of the parties hereunder are subject to all required regulatory
      approvals being obtained.

    


    20.           The
      Subscriber acknowledges that it has consented to and requested that all
      documents evidencing or relating in any way to the sale of the Flow-Through
      Shares be drawn up in the English language only. Le
      soussigné reconna t par les présentes avoir consenti et exigé que tous les
      documents faisant foi ou se repportant de quelque manière à la vente de ces
      actions soient rédigés en anglais seulement.

    


    21.           The
      contract arising out of this Subscription Agreement and all documents relating
      thereto shall be governed by and construed in accordance with the laws of the
      Province of Alberta and the federal laws of Canada applicable therein. The
      parties irrevocably attorn to the exclusive jurisdiction of the courts of the
      Province of Alberta. Time shall be of the essence hereof.

    


    22.           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. 

    



    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

        CANADA
          - AB, BC, MB, ON, SK

      

    


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

    


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

    


    25.           Subject
      to Section 15, 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.

    


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

    


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

    


    28.           The
      covenants, representations and warranties contained herein shall survive the
      closing of the transactions contemplated hereby. In this Subscription Agreement
      (including attachments), references to "$" are to Canadian dollars.

    


    



    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

        CANADA
          - AB, BC, MB, ON, SK

      

    



    EXHIBIT
      1

    


    REPRESENTATION
      LETTER

     

    
      	
              TO:

            	
              CanWest
                Petroleum Corporation (the "Corporation")

            
	 	 
	
              AND
                TO:

            	
              Oilsands
                Quest Inc. ("OQI")

            
	 	 
	
              AND
                TO:

            	
              TD
                Securities Inc., CIBC World Markets Inc., J. F. Mackie & Company Ltd.
                and Peters & Co. Limited (collectively, the
                "Agents")

            


    

     

    In
      connection with the purchase of common shares of the Corporation to be issued
      on
      a "flow-through" basis ("Flow-Through
      Shares")
      by the
      undersigned subscriber or, if applicable, the disclosed principal on whose
      behalf the undersigned is purchasing as agent (the "Subscriber"
      for the
      purposes of this Exhibit 1), the Subscriber hereby represents, warrants,
      covenants and certifies to the Corporation, OQI and the Agents
      that:

    


    1.           The
      Subscriber is resident in one of the Provinces of British Columbia, Alberta,
      Saskatchewan, Manitoba or Ontario or is otherwise subject to applicable
      securities laws of one of the Provinces of British Columbia, Alberta,
      Saskatchewan, Manitoba or Ontario;

    


    2.           The
      Subscriber is purchasing the Flow-Through Shares as principal (NOTE: For this
      purpose, a trust company or trust corporation described in paragraph (p) in
      Appendix "A" to this Representation Letter (other than a trust company or trust
      corporation registered under the laws of Prince Edward Island that is not
      registered or authorized under the Trust
      and Loan Companies Act
      (Canada)
      or under comparable legislation in another jurisdiction of Canada) and a person
      described in paragraph (q) in Appendix "A" to this Representation Letter is
      deemed to be purchasing as principal);

    


    3.           The
      Subscriber is (and will be at the Closing Time) an "accredited investor" within
      the meaning of National Instrument 45-106 entitled "Prospectus and Registration
      Exemptions" by virtue of satisfying the indicated criterion as set out in
      Appendix "A" to this Representation Letter; and

    


    4.           Upon
      execution of this Exhibit 1 by or on behalf of the Subscriber, this
      Exhibit 1 shall be incorporated into and form a part of the Subscription
      Agreement to which this Exhibit is attached.

    


    Dated:
      _________________________, 2006


     

    _____________________________________________


    Print
      name of Subscriber, or person signing as agent on

    


    behalf
      of
      Subscriber

    


    By:         
      _____________________________________________

    Signature

     

    _____________________________________________

    Print
      name of Signatory (if different from Subscriber or agent, 

    as
      applicable)

    
_____________________________________________

    Title

    


    *
      If
      the Subscriber is a
      fully managed account,
      please complete in the following format: "Account____ by [insert name of
      adviser, trust company or trust corporation]"

    


    **
      PLEASE INITIAL THE APPLICABLE PROVISION IN APPENDIX "A" ON THE FOLLOWING PAGES
      **

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        CANADA
          - AB, BC, MB, ON, SK

      

    


    APPENDIX
      "A"

    


    TO
      EXHIBIT 1

    


    NOTE:
      THE INVESTOR MUST INITIAL BESIDE THE APPLICABLE PORTION OF THE DEFINITION
      BELOW.

    


    Accredited
      Investor
      -
      (defined in National Instrument 45-106) means:

     

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

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

            
	 	 
	_________	
              (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; or

            
	 	 
	_________	
              (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); or

            
	 	 
	_________	
              (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); or

            
	 	 
	_________	
              (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; or

            
	 	 
	_________	
              (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 intermuncipal management board in Quebec;
                or

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

            
	 	 
	_________	
              (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; or

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

               

              **Note:
                if individual accredited investors wish to purchase through wholly-owned
                holding companies or similar entities, such purchasing entities must
                qualify under (t) below, which must be initialed.

               

            
	_________	
              (k)  
                an
                individual whose net income before taxes exceeded $200,000 in each
                of the
                2 most recent calendar years or whose net income before taxes combined
                with that of a spouse exceeded $300,000 in each of the 2 most recent
                calendar years and who, in either case, reasonably expects to exceed
                that
                net income level in the current calendar year; or

               

              **Note:
                if individual accredited investors wish to purchase through wholly-owned
                holding companies or similar entities, such purchasing entities must
                qualify under (t) below, which must be initialed.

               

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

               

              **Note:
                if individual accredited investors wish to purchase through wholly-owned
                holding companies or similar entities, such purchasing entities must
                qualify under (t) below, which must be
                initialed.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

            
	 	 
	_________	
              (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],
                or

               

              (iii)
                a person described in paragraph (i) or (ii) that acquires or acquired
                securities under section 2.18 [Investment
                fund reinvestment];
                or

            
	 	 
	_________	
              (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;
                or

            
	 	 
	_________	
              (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;
                or

            
	 	 
	_________	
              (q)  
                a
                person acting on behalf of a fully managed account managed by that
                person,
                if that person:

               

              (i)
                is registered or authorized to carry on business as an adviser or
                the
                equivalent under the securities legislation of a jurisdiction of
                Canada or
                a foreign jurisdiction, and

               

              (ii)
                in Ontario, is purchasing a security that is not a security of an
                investment fund; or

            
	 	 
	_________	
              (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; or

            
	 	 
	_________	
              (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

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

            
	 	 
	_________	
              (u)  
                an
                investment fund that is advised by a person registered as an adviser
                or a
                person that is exempt from registration as an adviser;
                or

            
	 	 
	_________	
              (v)  
                a
                person that is recognized or designated by the securities regulatory
                authority or, except in Ontario and 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.

               

            


    

    

      
        
          
          

        

        
          -2-

          
            

          

        

        
          
          

          CANADA
            - AB, BC, MB, ON, SK

        

      

    

     

    For
      the purposes hereof:

    


    an
      issuer
      is an "affiliate"
      of
      another issuer if

    


    
      	 	
              (a)

            	
              one
                of them is the subsidiary of the other,
                or

            


    

    


    
      	 	
              (b)

            	
              each
                of them is controlled by the same
                person;

            


    

    


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

    


    "beneficial
      ownership"
      of
      securities by a person has the meaning given thereto under securities laws
      of
      the applicable province of Canada;

    


    "Canadian
      financial institution"
      means


    


    
      	 	
              (a)

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

            


    

    


    
      	 	
              (b)

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

            


    

    


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

    


    
      	 	
              (a)

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

            


    

    


    
      	 	
              (b)

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

            


    

    


    
      	 	
              (c)

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

            


    

    


    "director"
      means

    


    
      	 	
              (a)

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

            


    

    


    
      	 	
              (b)

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

            


    

    


    "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;

            


    

    


    "foreign
      jurisdiction"
      means a
      country other than Canada or a political subdivision of a country other than
      Canada;

    


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

    


    "investment
      fund"
      means a
      mutual fund or non-redeemable investment fund, and, for greater certainty,
      in
      British Columbia includes an employee venture capital corporation that does
      not
      have a restricted constitution , and is registered under Part 2 of the
Employee
      Investment Act
      (British
      Columbia), R.S.B.C. 1996 c. 112, and whose business objective is making multiple
      investments and a venture capital corporation registered under Part 1 of the
      Small
      Business Venture Capital Act
      (British
      Columbia), R.S.B.C. 1996 c.429 whose business objective is making multiple
      investments;



    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

        CANADA
          - AB, BC, MB, ON, SK

      

    


    "jurisdiction"
      means a
      province or territory of Canada except when used in the term "foreign
      jurisdiction";

    


    "individual"
      means a
      natural person, but does not include

    


    
      	 	
              (a)

            	
              a
                partnership, unincorporated association, unincorporated syndicate,
                unincorporated organization or a trust,
                or

            


    

    


    
      	 	
              (b)

            	
              a
                natural person in the person's capacity as trustee, executor,
                administrator or other legal
                representative;

            


    

    


    "mutual
      fund"
      includes an issuer of securities that entitles the holder to receive on demand,
      or within a specified period after demand, an amount computed by reference
      to
      the value of a proportionate interest in the whole or in part of the net assets,
      including a separate fund or trust account, of the issuer of the securities,
      and, for the purposes of British Columbia securities law, also
      includes

    


    
      	 	
              (a)

            	
              an
                issuer described in an order that the British Columbia Securities
                Commission may make pursuant to section 3.2 of the Securities
                Act (British
                Columbia); and

            


    

    


    
      	 	
              (b)

            	
              an
                issuer that is in a class of prescribed issuers,
                

            


    

    


    but
      does
      not include an issuer, or a class of issuers, described in an order that the
      British Columbia Securities Commission may make under section 3.1 of the
Securities
      Act (British
      Columbia);

    


    "non-redeemable
      investment fund"
      means
      an issuer,

    


    
      	 	
              (a)

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

            


    

    


    
      	 	
              (b)

            	
              that
                does not invest,

            


    

    


    
      	 	
              (A)

            	
              for
                the purpose of exercising or seeking to exercise control of an issuer,
                other than an issuer that is a mutual fund or a nonredeemable investment
                fund, or

            


    

    


    
      	 	
              (B)

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

            


    

    


    
      	 	
              (c)

            	
              that
                is not a mutual fund;

            


    

    


    "person"
      includes 

    


    
      	 	
              (a)

            	
              an
                individual,

            


    

    


    
      	 	
              (b)

            	
              a
                corporation,

            


    

    


    
      	 	
              (c)

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

            


    

    


    
      	 	
              (d)

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

            


    

    


    "regulator"
      means,
      for the local jurisdiction, the Executive Director or Director as defined under
      securities legislation of the local jurisdiction;

    


    "related
      entity"
      means,
      for an issuer, a person that controls or is controlled by the issuer or that
      is
      controlled by the same person that controls the issuer;

    



    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

        CANADA
          - AB, BC, MB, ON, SK

      

    


    "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;

            


    

    


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

    


    "securities
      legislation"
      means
      the securities act, regulations, rules, blanket rulings and orders of the
      applicable province of Canada;

    


    "securities
      regulatory authority"
      means
      the securities commission or similar authority of the applicable province of
      Canada;

    


    "spouse"
      means
      an individual who,

    


    
      	 	
              (a)

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

            


    

    


    
      	 	
              (b)

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

            


    

    


    
      	 	
              (c)

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

            


    

    


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

    


    "voting
      security"
      means
      any security which:

    


    
      	 	
              (a)

            	
              is
                not a debt security; and

            


    

    


    
      	 	
              (b)

            	
              carries
                a voting right either under all circumstances or under some contingency
                that has occurred and is
                continuing.

            


    

    



    
      
        
        

      

      
        -5-