Filed by Automated Filing Services Inc. (604) 609-0244 - Arkanova Energy Corp. - Exhibit 10.5






Exhibit 10.5

NONE OF THE SECURITIES TO WHICH THIS PRIVATE PLACEMENT
SUBSCRIPTION RELATES HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE "1933 ACT"), OR ANY U.S. STATE SECURITIES LAWS, AND,
UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD IN THE UNITED STATES OR TO
U.S. PERSONS (AS DEFINED HEREIN) EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN
EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE AND/OR PROVINCIAL SECURITIES
LAWS.

PRIVATE PLACEMENT SUBSCRIPTION 
FOR U.S. ACCREDITED
SUBSCRIBERS

ALTON VENTURES, INC.

PRIVATE PLACEMENT
MAXIMUM 16,250,000 SHARES OF
COMMON STOCK 
US$13,000,000

INSTRUCTIONS TO SUBSCRIBER:

	1. 	
      COMPLETE the information on page 12 of this
      Subscription.

	 	 
	2. 	
      COMPLETE the U.S. Accredited Investor
      Questionnaire attached as Schedule A to this Subscription (the "US
      Questionnaire") and the British Columbia Accredited Investor Questionnaire
      attached as Schedule B to this Subscription (the "BC Questionnaire") if
      your subscription is less than Cdn.$150,000.

	 	 
	3. 	
      WIRE the Subscription Proceeds to Clark Wilson
      LLP, counsel to the Company, pursuant to the wire instructions provided on
      page 2 of this Subscription.

	 	 
	4. 	
      FAX a copy of page 12 of this Subscription, and
      all pages of the applicable Schedules of this Subscription to Clark Wilson
      LLP, attention Cam McTavish at (604) 687-6314.

	 	 
	5. 	
      COURIER the originally executed copy of the entire
      Subscription, together with all duly signed Schedules, to Clark Wilson
      LLP, counsel to the Company, to



Clark Wilson LLP 
800-885 W Georgia Street 
Vancouver,
B.C. Canada V6C 3H1 
Attention: Cam McTavish

If you have any questions please contact Brian Doutaz, President
of the Company, at: (604) 275-6159.

ALTON VENTURES, INC.
12880 Railway Avenue 
Unit 35,
Richmond, B.C. 
Canada V7E 6G4




2

TRUST FUNDS (USD)

INSTRUCTIONS FOR WIRING FUNDS TO CLARK WILSON LLP


	HSBC BANK USA 
ONE HSBC CENTER
      
BUFFALO, NEW YORK 14203 
ABA
      NO.:                         
       021 001 088 
SWIFT
      CODE:                 
      HKBCCATT 
ACCOUNT
      NO.:              
      000050881 
	 
	For further credit to: 
	HSBC BANK CANADA 
885 WEST GEORGIA STREET
      
VANCOUVER, BRITISH COLUMBIA 
V6C 3G1 CANADA 
	ACCOUNT
      NAME:                                   
      CLARK WILSON LLP 
U.S. TRUST ACCOUNT
      NO.:                 
      491689-002 
TRANSIT
      NO.:                                           
      10020 
BANK
      CODE:                                              16
    



PLEASE ALSO INSTRUCT YOUR BANKER TO QUOTE 
YOUR NAME AND
OUR FILE NUMBER 28183-0001/VZH




3

NONE OF THE SECURITIES TO WHICH THIS PRIVATE PLACEMENT
SUBSCRIPTION RELATES HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE "1933 ACT"), OR ANY U.S. STATE SECURITIES LAWS, AND,
UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD IN THE UNITED STATES OR TO
U.S. PERSONS (AS DEFINED HEREIN) EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN
EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE AND/OR PROVINCIAL SECURITIES
LAWS.

PRIVATE PLACEMENT SUBSCRIPTION
(U.S. Accredited
Subscribers Only)

	TO: 	ALTON VENTURES, INC. (the "Company")
  
	  	12880 Railway Avenue 
	  	Unit 35, Richmond, B.C. 
	  	Canada V7E 6G4 


Purchase of Shares

1.                                 
Subscription

1.1                                
The undersigned (the "Subscriber") hereby irrevocably subscribes for and agrees
to purchase the number of shares of the Company's common stock (the "Shares") as
set out on page 12 of this Subscription at a price of US$0.80 per Share (such
subscription and agreement to purchase being the "Subscription"), for the total
subscription price as set out on page 12 of this Subscription (the "Subscription
Proceeds"), which Subscription Proceeds are tendered herewith, on the basis of
the representations and warranties and subject to the terms and conditions set
forth herein.

1.2                                
The Company hereby agrees to sell, on the basis of the representations and
warranties and subject to the terms and conditions set forth herein, to the
Subscriber the Shares. Subject to the terms hereof, the Subscription will be
effective upon its acceptance by the Company.

1.3                                
Unless otherwise provided, all dollar amounts referred to in this Subscription
are in lawful money of the United States of America.

2.                                 
 Payment

2.1                                
The Subscription Proceeds must accompany this Subscription and shall be wired
directly to the Company's lawyers in accordance with the wire instructions set
out on page 2 of this Subscription. The Subscriber authorizes the Company's
lawyers to deliver the Subscription Proceeds to the Company on the Closing Date
(as defined herein).

2.2                                
The Subscriber acknowledges and agrees that this Subscription, the Subscription
Proceeds and any other documents delivered in connection herewith will be held
by the Company's lawyers on behalf of the Company. In the event that this
Subscription is not accepted by the Company for whatever reason within 60 days
of the delivery of an executed Subscription by the Subscriber, this
Subscription, the Subscription Proceeds and any other documents delivered in
connection herewith will be returned to the Subscriber at the address of the
Subscriber as set forth in this Subscription without interest or deduction.




4

2.3                                
Where the Subscription Proceeds are paid to the Company, the Company may treat
the Subscription Proceeds as a non-interest bearing loan and may use the
Subscription Proceeds prior to this subscription being accepted by the
Company.

2.4                                
The Subscriber shall complete, sign and return to the Company as soon as
possible, on request by the Company, any documents, questionnaires, notices and
undertakings as may be required by regulatory authorities, the OTC Bulletin
Board, stock exchanges and applicable law.

3.                                  
Closing

3.1                                
Closing of the purchase and sale of the Shares shall occur on or before January
31, 2007, or on such other date as may be determined by the Company in its sole
discretion (the "Closing Date"). The Subscriber acknowledges that Shares may be
issued to other subscribers under this offering (the "Offering") before or after
the Closing Date (the last sale of Shares under this Offering being referred to
as the "Final Closing Date").

4.                                  
Acknowledgements of Subscriber

4.1                                
The Subscriber acknowledges and agrees that:

	 	(a) 	
      the Shares have not been registered under the Securities
      Act of 1933, as amended (the "1933 Act"), or under any state securities or
      "blue sky" laws of any state of the United States, and are being offered
      only in a transaction not involving any public offering within the meaning
      of the 1933 Act, and, unless so registered, may not be offered or sold in
      the United States or to U.S. Persons (as defined herein), except pursuant
      to an effective registration statement under the 1933 Act, or pursuant to
      an exemption from, or in a transaction not subject to, the registration
      requirements of the 1933 Act, and in each case only in accordance with
      applicable state securities laws;

	 	 	 	 
	 	(b) 	
      the Company will refuse to register any transfer of the
      Shares not made in accordance with the provisions of Regulation S,
      pursuant to an effective registration statement under the 1933 Act or
      pursuant to an available exemption from, or in a transaction not subject
      to, the registration requirements of the 1933 Act;

	 	 	 	 
	 	(c) 	
      by completing:

	 	 	 	 
	 		(i) 	
      the US Questionnaire, the Subscriber is representing and
      warranting that the Subscriber is an "accredited investor", as the term is
      defined in Regulation D promulgated under the 1933 Act, and

	 	 	 	 
	 		(ii) 	
      the BC Questionnaire, the Subscriber is representing and
      warranting that the Subscriber is an "accredited investor", as the term is
      defined in National Instrument 45-106 ("NI 45-106") adopted by the British
      Columbia Securities Commission (the "BCSC");

	 	 	 	 
	 	(d) 	
      the decision to execute this Subscription and purchase
      the Shares agreed to be purchased hereunder has not been based upon any
      oral or written representation as to fact or otherwise made by or on
      behalf of the Company and such decision is based solely upon a review of
      information as provided by the Company in the Private Placement Memorandum
      of the Company dated October 26, 2006 (the "Private Placement
      Memorandum"), the receipt and sufficiency of which is hereby acknowledged
      by the Subscriber, and the publicly available information regarding the
      Company available on the website of the United States Securities and
      Exchange Commission (the "SEC") available at www.sec.gov (collectively,
      the "Company Information"). The Subscriber acknowledges that the business
      plan, corporate







5

	 		
      profile and any projections or predictions contained in
      the Private Placement Memorandum may not be achieved or be
    achievable;

	 	 	 
	 	(e) 	
      the Subscriber and the Subscriber's advisor(s) have had a
      reasonable opportunity to review the Company Information and to ask
      questions of and receive answers from the Company regarding the Offering,
      and to obtain additional information, to the extent possessed or
      obtainable without unreasonable effort or expense, necessary to verify the
      accuracy of the information contained in the Company Information, or any
      other document provided to the Subscriber;

	 	 	 
	 	(f) 	
      the books and records of the Company were available upon
      reasonable notice for inspection, subject to certain confidentiality
      restrictions, by the Subscriber during reasonable business hours at its
      principal place of business and that all documents, records and books
      pertaining to this Offering have been made available for inspection by the
      Subscriber, the Subscriber's attorney and/or advisor(s);

	 	 	 
	 	(g) 	
      by execution hereof the Subscriber has waived the need
      for the Company to communicate its acceptance of the purchase of the
      Shares pursuant to this Subscription;

	 	 	 
	 	(h) 	
      the Company is entitled to rely on the representations
      and warranties and the statements and answers of the Subscriber contained
      in this Subscription and the US Questionnaire and the BC Questionnaire, as
      applicable (the US Questionnaire and the BC Questionnaire collectively
      referred to as the "Questionnaires"), and the Subscriber will hold
      harmless the Company from any loss or damage it may suffer as a result of
      the Subscriber's failure to correctly complete this Subscription and the
      Questionnaires, as applicable;

	 	 	 
	 	(i) 	
      the Subscriber will indemnify and hold harmless the
      Company and, where applicable, its respective directors, officers,
      employees, agents, advisors and shareholders from and against any and all
      loss, liability, claim, damage and expense whatsoever (including, but not
      limited to, any and all fees, costs and expenses whatsoever reasonably
      incurred in investigating, preparing or defending against any claim,
      lawsuit, administrative proceeding or investigation whether commenced or
      threatened) arising out of or based upon any acknowledgment,
      representation or warranty of the Subscriber contained herein, the
      Questionnaires, as applicable, or in any other document furnished by the
      Subscriber to the Company in connection herewith, being untrue in any
      material respect or any breach or failure by the Subscriber to comply with
      any covenant or agreement made by the Subscriber to the Company in
      connection therewith;

	 	 	 
	 	(j) 	
      the issuance and sale of the Shares to the Subscriber
      will not be completed if it would be unlawful or if, in the discretion of
      the Company acting reasonably, it is not in the best interests of the
      Company;

	 	 	 
	 	(k) 	
      that resale of any of the Shares in Canada is restricted
      except pursuant to an exemption from applicable securities
    legislation;

	 	 	 
	 	(l) 	
      the Subscriber has been advised to consult its own legal,
      tax and other advisors with respect to the merits and risks of an
      investment in the Shares and with respect to applicable resale
      restrictions and it is solely responsible (and the Company is in any way
      responsible) for compliance with applicable resale restrictions;

	 	 	 
	 	(m) 	
      the Company has advised the Subscriber that the Company
      is relying on an exemption from the requirements to provide the Subscriber
      with a prospectus to sell the Shares and, as a consequence of acquiring
      the Shares pursuant to such exemption certain protections,
  rights







6

	 		
      and remedies provided by the applicable securities
      legislation of British Columbia including statutory rights of rescission
      or damages, will not be available to the Subscriber;

	 	 	 
	 	(n) 	
      the Shares are not listed on any stock exchange or
      automated dealer quotation system and no representation has been made to
      the Subscriber that any of the Shares will become listed on any stock
      exchange or automated dealer quotation system, except that currently
      certain market makers make market in the shares of the Company's common
      stock on the OTC Bulletin Board;

	 	 	 
	 	(o) 	
      neither the SEC nor any other securities commission or
      similar regulatory authority has reviewed or passed on the merits of the
      Shares;

	 	 	 
	 	(p) 	
      no documents in connection with this Offering have been
      reviewed by the SEC or any state securities administrators;

	 	 	 
	 	(q) 	
      there is no government or other insurance covering any of
      the Shares; and

	 	 	 
	 	(r) 	
      this Subscription is not enforceable by the Subscriber
      unless it has been accepted by the Company, and the Subscriber
      acknowledges and agrees that the Company reserves the right to reject any
      Subscription for any reason.



5.                                  
Representations, Warranties and Covenants of the
Subscriber

5.1                                
The Subscriber hereby represents and warrants to and covenants with the Company
(which representations, warranties and covenants shall survive the Closing Date)
that:

	 	(a) 	
      the Subscriber is an "accredited investor" as that term
      is defined in Regulation D promulgated under the 1933 Act;

	 	 	 	 
	 	(b) 	
      the Subscriber is:

	 	 	 	 
	 		(i) 	
      purchasing as principal a sufficient number of Shares
      such that the aggregate acquisition cost (the "Acquisition Cost") to the
      Subscriber of such Shares is not less than Cdn.$150,000 and the Subscriber
      has not been formed, created, established or incorporated for the purpose
      of permitting the purchase of the Shares without a prospectus by groups of
      individuals whose individual share of the aggregate acquisition cost for
      such Shares is less than the Acquisition Cost, or

	 	 	 	 
	 		(ii) 	
      the Subscriber is an "accredited investor" as that term
      is defined in NI 45-106;

	 	 	 	 
	 	(c) 	
      the Subscriber has received and carefully read this
      Subscription;

	 	 	 	 
	 	(d) 	
      the Subscriber has the legal capacity and competence to
      enter into and execute this Subscription and to take all actions required
      pursuant hereto and, if the Subscriber is a corporation, it is duly
      incorporated and validly subsisting under the laws of its jurisdiction of
      incorporation and all necessary approvals by its directors, shareholders
      and others have been obtained to authorize execution and performance of
      this Subscription on behalf of the Subscriber;

	 	 	 	 
	 	(e) 	
      the Subscriber (i) has adequate net worth and means of
      providing for its current financial needs and possible personal
      contingencies, (ii) has no need for liquidity in this investment, and
      (iii) is able to bear the economic risks of an investment in the Shares
      for an indefinite period of time, and can afford the complete loss of such
      investment;







7

	 	(f) 	
      all information contained in the Questionnaires, as
      applicable, are complete and accurate and may be relied upon by the
      Company, and the Subscriber will notify the Company immediately of any
      material change in any such information occurring prior to the Closing
      Date;

	 	 	 
	 	(g) 	
      the Subscriber has the requisite knowledge and experience
      in financial and business matters as to be capable of evaluating the
      merits and risks of the investment in the Shares and the Company, and the
      Subscriber is providing evidence of such knowledge and experience in these
      matters through the information requested in the Questionnaires, as
      applicable;

	 	 	 
	 	(h) 	
      the Subscriber understands and agrees that the Company
      and others will rely upon the truth and accuracy of the acknowledgements,
      representations, warranties, covenants and agreements contained in this
      Subscription and the Questionnaires, as applicable, and agrees that if any
      of such acknowledgements, representations and agreements are no longer
      accurate or have been breached, the Subscriber shall promptly notify the
      Company;

	 	 	 
	 	(i) 	
      the Subscriber is aware that an investment in the Company
      is speculative and involves certain risks, including the possible loss of
      the investment;

	 	 	 
	 	(j) 	
      the entering into of this Subscription and the
      transactions contemplated hereby do not result in the violation of any of
      the terms and provisions of any law applicable to, or, if applicable, the
      constating documents of, the Subscriber, or of any agreement, written or
      oral, to which the Subscriber may be a party or by which the Subscriber is
      or may be bound;

	 	 	 
	 	(k) 	
      the Subscriber has duly executed and delivered this
      Subscription and it constitutes a valid and binding agreement of the
      Subscriber enforceable against the Subscriber;

	 	 	 
	 	(l) 	
      the Subscriber has the requisite knowledge and experience
      in financial and business matters as to be capable of evaluating the
      merits and risks of the investment in the Shares and the Company, and the
      Subscriber is providing evidence of such knowledge and experience in these
      matters through the information requested in the Questionnaires, as
      applicable;

	 	 	 
	 	(m) 	
      the Subscriber understands and agrees that the Company
      and others will rely upon the truth and accuracy of the acknowledgements,
      representations and agreements contained in this Subscription, and agrees
      that if any of such acknowledgements, representations and agreements are
      no longer accurate or have been breached, the Subscriber shall promptly
      notify the Company;

	 	 	 
	 	(n) 	
      all information contained in the Questionnaires, as
      applicable, is complete and accurate and may be relied upon by the
      Company, and the Subscriber will notify the Company immediately of any
      material change in any such information occurring prior to the Closing
      Date;

	 	 	 
	 	(o) 	
      the Subscriber is purchasing the Shares for its own
      account for investment purposes only and not for the account of any other
      person and not for distribution, assignment or resale to others, and no
      other person has a direct or indirect beneficial interest is such Shares,
      and the Subscriber has not subdivided his interest in the Shares with any
      other person;

	 	 	 
	 	(p) 	
      the Subscriber is not an underwriter of, or dealer in,
      the shares of the Company's common stock, nor is the Subscriber
      participating, pursuant to a contractual agreement or otherwise, in the
      distribution of the Shares;







8

	 	(q) 	
      the Subscriber has made an independent examination and
      investigation of an investment in the Shares and the Company and has
      depended on the advice of its legal and financial advisors and agrees that
      the Company will not be responsible in anyway whatsoever for the
      Subscriber's decision to invest in the Shares and the Company;

	 	 	 	 
	 	(r) 	
      if the Subscriber is acquiring the Shares as a fiduciary
      or agent for one or more investor accounts, the Subscriber has sole
      investment discretion with respect to each such account, and the
      Subscriber has full power to make the foregoing acknowledgements,
      representations and agreements on behalf of such account;

	 	 	 	 
	 	(s) 	
      the Subscriber is not aware of any advertisement of any
      of the Shares and is not acquiring the Shares as a result of any form of
      general solicitation or general advertising including advertisements,
      articles, notices or other communications published in any newspaper,
      magazine or similar media or broadcast over radio or television, or any
      seminar or meeting whose attendees have been invited by general
      solicitation or general advertising;

	 	 	 	 
	 	(t) 	
      no person has made to the Subscriber any written or oral
      representations:

	 	 	 	 
	 		(i) 	
      that any person will resell or repurchase any of the
      Shares,

	 	 	 	 
	 		(ii) 	
      that any person will refund the purchase price of any of
      the Shares,

	 	 	 	 
	 		(iii) 	
      as to the future price or value of any of the Shares,
      or

	 	 	 	 
	 		(iv) 	
      that any of the Shares will be listed and posted for
      trading on any stock exchange or automated dealer quotation system or that
      application has been made to list and post any of the Shares of the
      Company on any stock exchange or automated dealer quotation system, except
      that currently certain market makers make market in the shares of the
      Company's common stock on the OTC Bulletin Board; and

	 	 	 	 
	 	(u) 	
      the Subscriber acknowledges and agrees that the Company
      shall not consider the Subscriber's Subscription for acceptance unless the
      undersigned provides to the Company, along with an executed copy of this
      Subscription:

	 	 	 	 
	 		(i) 	
      a fully completed and executed US Questionnaire in the
      form attached hereto as Schedule A,

	 	 	 	 
	 		(ii) 	
      a fully completed and executed BC Questionnaire in the
      form attached hereto as Schedule B, if the Subscription of the Subscriber
      amounts to less than Cdn.$150,000, and

	 	 	 	 
	 		(iii) 	
      such other supporting documentation that the Company or
      its legal counsel may request to establish the Subscriber's qualification
      as an accredited investor.



5.2                                
In this Subscription, the term "U.S. Person" shall have the meaning ascribed
thereto in Regulation S promulgated under the 1933 Act and for the purpose of
the Subscription includes any person in the United States.

6.                                  
Acknowledgement and Waiver

6.1                                
The Subscriber has acknowledged that the decision to purchase the Shares was
solely made on the Company Information. The Subscriber hereby waives, to the
fullest extent permitted by law, any rights of withdrawal, rescission or
compensation for damages to which the Subscriber might be entitled in connection
with the distribution of any of the Shares.




9

7.                                 
 Representations and Warranties will be Relied Upon by the
Company

7.1                                
The Subscriber acknowledges that the acknowledgements, representations and
warranties contained herein are made by it with the intention that they may be
relied upon by the Company and its legal counsel in determining the Subscriber's
eligibility to purchase the Shares under applicable securities legislation, or
(if applicable) the eligibility of others on whose behalf it is contracting
hereunder to purchase the Shares under applicable securities legislation. The
Subscriber further agrees that by accepting delivery of the certificates
representing the Shares, it will be representing and warranting that the
acknowledgements representations and warranties contained herein are true and
correct as of the date hereof and will continue in full force and effect
notwithstanding any subsequent disposition by the Subscriber of such Shares.

8.                
                 
Resale Restrictions

8.1                                
The Subscriber acknowledges that any resale of the Shares will be subject to
resale restrictions contained in the securities legislation applicable to the
Subscriber or proposed transferee. The Subscriber acknowledges that the Shares
have not been registered under the 1933 Act or the securities laws of any state
of the United States. The Shares may not be offered or sold in the United States
unless registered in accordance with federal securities laws and all applicable
state securities laws or exemptions from such registration requirements are
available.

9.                                 
 British Columbia Resale Restriction

9.1                                
The Subscriber acknowledges that the Shares are subject to resale restrictions
in British Columbia and may not be traded in British Columbia except as
permitted by the Securities Act (British Columbia) (the "BC Act") and the rules
made thereunder.

9.2                                
Pursuant to Multilateral Instrument 45-102, as adopted by the BCSC, a subsequent
trade in the Shares will be a distribution subject to the prospectus and
registration requirements of applicable Canadian securities legislation
(including the BC Act) unless certain conditions are met, which conditions
include a hold period (the "Canadian Hold Period") that shall have elapsed from
the date on which the Shares were issued to the Subscriber and, during the
currency of the Canadian Hold Period, any certificate representing the Shares is
to be imprinted with a restrictive legend (the "Canadian Legend").

9.3                                
By executing and delivering this Subscription, the Subscriber will have directed
the Company not to include the Canadian Legend on any certificates representing
the Shares to be issued to the Subscriber.

9.4                                
As a consequence, the Subscriber will not be able to rely on the resale
provisions of Multilateral Instrument 45-102, and any subsequent trade in any of
the Shares during or after the Canadian Hold Period will be a distribution
subject to the prospectus and registration requirements of Canadian securities
legislation, to the extent that the trade is at that time subject to any such
Canadian securities legislation.

10.                                
Legending and Registration of Subject Shares

10.1                               The
Subscriber hereby acknowledges that upon the issuance thereof, and until such
time as the same is no longer required under the applicable securities laws and
regulations, the certificates representing any of the Shares will bear a legend
in substantially the following form:


  
    
      
        NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN
          REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED
          (THE "1933 ACT"), OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO
          REGISTERED, NONE MAY BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE
        

      

    

  






10


  
    
      
        REGISTRATION STATEMENT UNDER THE 1933 ACT OR PURSUANT
          TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
          REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH
          APPLICABLE STATE SECURITIES LAWS.

      

    

  



10.2                              
The Subscriber hereby acknowledges and agrees to the Company making a notation
on its records or giving instructions to the registrar and transfer agent of the
Company in order to implement the restrictions on transfer set forth and
described in this Subscription.

11.                                
Collection of Personal Information

11.1                              
The Subscriber acknowledges and consents to the fact that the Company is
collecting the Subscriber's personal information for the purpose of fulfilling
this Subscription and completing the Offering. The Subscriber's personal
information (and, if applicable, the personal information of those on whose
behalf the Subscriber is contracting hereunder) may be disclosed by the Company
to (a) stock exchanges or securities regulatory authorities, (b) the Company's
registrar and transfer agent, (c) Canadian tax authorities, (d) authorities
pursuant to the Proceeds of Crime (Money Laundering) and Terrorist Financing
Act (Canada) and (e) any of the other parties involved in the Offering,
including legal counsel, and may be included in record books in connection with
the Offering. By executing this Subscription, the Subscriber is deemed to be
consenting to the foregoing collection, use and disclosure of the Subscriber's
personal information (and, if applicable, the personal information of those on
whose behalf the Subscriber is contracting hereunder) and to the retention of
such personal information for as long as permitted or required by law or
business practice. Notwithstanding that the Subscriber may be purchasing Shares
as agent on behalf of an undisclosed principal, the Subscriber agrees to
provide, on request, particulars as to the identity of such undisclosed
principal as may be required by the Company in order to comply with the
foregoing.

12.                               
 Costs

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

13.                                
Governing Law

13.1                               This
Subscription is governed by the laws of the Province of British Columbia and the
federal laws of Canada applicable thereto. The Subscriber, in its personal or
corporate capacity and, if applicable, on behalf of each beneficial purchaser
for whom it is acting, irrevocably attorns to the exclusive jurisdiction of the
Courts of the Province of British Columbia.

14.                                
Survival

14.1                               This
Subscription, including without limitation the representations, warranties and
covenants contained herein, shall survive and continue in full force and effect
and be binding upon the parties hereto notwithstanding the completion of the
purchase of the Shares by the Subscriber pursuant hereto.

15.                                
Assignment

15.1                              
This Subscription is not transferable or assignable.




11

16.                                
Severability

16.1                               The
invalidity or unenforceability of any particular provision of this Subscription
shall not affect or limit the validity or enforceability of the remaining
provisions of this Subscription.

17.                                
Entire Agreement

17.1                               Except
as expressly provided in this Subscription and in the agreements, instruments
and other documents contemplated or provided for herein, this Subscription
contains the entire agreement between the parties with respect to the sale of
the Shares and there are no other terms, conditions, representations or
warranties, whether expressed, implied, oral or written, by statute or common
law, by the Company or by anyone else.

18.                                
Notices

18.1                              
All notices and other communications hereunder shall be in writing and shall be
deemed to have been duly given if mailed or transmitted by any standard form of
telecommunication. Notices to the Subscriber shall be directed to the address on
page 12 and notices to the Company shall be directed to it at the first page of
this Subscription.

19.                                
Counterparts and Electronic Means

19.1                               This
Subscription may be executed in any number of counterparts, each of which, when
so executed and delivered, shall constitute an original and all of which
together shall constitute one instrument. Delivery of an executed copy of this
Subscription by electronic facsimile transmission or other means of electronic
communication capable of producing a printed copy will be deemed to be execution
and delivery of this Subscription as of the date hereinafter set forth.




12

IN WITNESS WHEREOF the Subscriber has duly executed this
Subscription as of the date hereinafter set forth.

DELIVERY AND REGISTRATION INSTRUCTIONS

	1. 	
      Delivery - please deliver the Share certificates
    to:

	 	 
	 	 
	 	 
	 	 
	 	 
	2. 	
      Registration - registration of the certificates which are
      to be delivered at closing should be made as follows:

	 	 
	 	 
		
      (name)

	 	 
	 	 
		
      (address)

	 	 
	3. 	
      The undersigned hereby acknowledges that he or she will
      deliver to the Company all such additional completed forms in respect of
      the Subscriber's purchase of the Shares as may be required for filing with
      the appropriate securities commissions and regulatory
  authorities.




	 	 
	 	(Name of Subscriber – Please type or print)
  
	 	 
	 	 
	 	(Signature and, if applicable, Office) 
	 	 
	 	 
	 	(Address of Subscriber) 
	 	 
	 	 
	 	(City, State, and Zip Code of Subscriber)

	 	 
	 	 
	 	(Country of Subscriber) 
	 	 
	 	 
	 	(Fax Number) 
	 	 
	 	 
	 	(Number of Shares to be Purchased) 
	 	 
	 	 
	 	(Total Subscription Price)







13

A C C E P T A N C E

The above-mentioned Subscription in respect of the Shares is
hereby accepted by ALTON VENTURES, INC.

DATED at ______________________________, the _____ day of
__________________, 2006.

ALTON VENTURES, INC.

 

Per:  
__________________________________________
        
Authorized Signatory




SCHEDULE A

U.S. ACCREDITED INVESTOR QUESTIONNAIRE

All capitalized terms herein, unless otherwise defined, have
the meanings ascribed thereto in the Subscription.

This US Questionnaire is for use by each Subscriber that has
indicated an interest in purchasing Shares of ALTON VENTURES, INC. (the
"Company"). The purpose of this US Questionnaire is to assure the Company that
each Subscriber will meet the standards imposed by the 1933 Act and the
appropriate exemptions of applicable state securities laws. The Company will
rely on the information contained in this US Questionnaire for the purposes of
such determination. This US Questionnaire is not an offer of the Shares or any
other securities of the Company in any state other than those specifically
authorized by the Company.

The Subscriber covenants, represents and warrants to the
Company that it satisfies one or more of the categories of "Accredited
Investors", as defined by Regulation D promulgated under the 1933 Act, as
indicated below: (Please initial in the space provide those categories, if any,
of an "Accredited Investor" which the Subscriber satisfies.)

	__________	Category 1 	
      An organization described in Section 501(c)(3) of the
      United States Internal Revenue Code, a corporation, a Massachusetts or
      similar business trust or partnership, not formed for the specific purpose
      of acquiring the Shares, with total assets in excess of US $5,000,000.
    

	 	  	
       

	__________	Category 2 	
      A natural person whose individual net worth, or joint net
      worth with that person's spouse, on the date of purchase exceeds US
      $1,000,000. 

	 	  	
       

	__________	Category 3 	
      A natural person who had an individual income in excess
      of US $200,000 in each of the two most recent years or joint income with
      that person's spouse in excess of US $300,000 in each of those years and
      has a reasonable expectation of reaching the same income level in the
      current year. 

	 	  	
       

	__________	Category 4 	
      A "bank" as defined under Section (3)(a)(2) of the 1933
      Act or savings and loan association or other institution as defined in
      Section 3(a)(5)(A) of the 1933 Act acting in its individual or fiduciary
      capacity; a broker dealer registered pursuant to Section 15 of the
      Securities Exchange Act of 1934 (United States); an insurance
      company as defined in Section 2(13) of the 1933 Act; an investment company
      registered under the Investment Company Act of 1940 (United States)
      or a business development company as defined in Section 2(a)(48) of such
      Act; a Small Business Investment Company licensed by the U.S. Small
      Business Administration under Section 301(c) or (d) of the Small
      Business Investment Act of 1958 (United States); a plan with total
      assets in excess of $5,000,000 established and maintained by a state, a
      political subdivision thereof, or an agency or instrumentality of a state
      or a political subdivision thereof, for the benefit of its employees; an
      employee benefit plan within the meaning of the Employee Retirement
      Income Security Act of 1974 (United States) whose investment decisions
      are made by a plan fiduciary, as defined in Section 3(21) of such Act,
      which is either a bank, savings and loan association, insurance company or
      registered investment adviser, or if the employee benefit plan has total
      assets in excess of $5,000,000, or, if a self-directed plan, whose
      investment decisions are made solely by persons that are accredited
      investors. 

	 	  	
       

	__________	Category 5 	
      A private business development company as defined in
      Section 202(a)(22) of the Investment Advisers Act of 1940 (United
      States). 







2

	__________	Category 6 	
      A director or executive officer of the Company.


	 	  	
      

	__________	Category 7 	
      A trust with total assets in excess of $5,000,000, not
      formed for the specific purpose of acquiring the Shares, whose purchase is
      directed by a sophisticated person as described in Rule 506(b)(2)(ii)
      under the 1933 Act. 

	 	  	
      

	__________	Category 8 	
      An entity in which all of the equity owners satisfy the
      requirements of one or more of the foregoing categories.




Note that prospective Subscribers claiming to satisfy one of
the above categories of Accredited Investor may be required to supply the
Company with a balance sheet, prior years' federal income tax returns or other
appropriate documentation to verify and substantiate the Subscriber's status as
an Accredited Investor.

If the Subscriber is an entity which initialled Category 8 in
reliance upon the Accredited Investor categories above, state the name, address,
total personal income from all sources for the previous calendar year, and the
net worth (exclusive of home, home furnishings and personal automobiles) for
each equity owner of the said entity: 

_____________________________________________________________________________________________

The Subscriber hereby certifies that the information contained
in this US Questionnaire is complete and accurate and the Subscriber will notify
the Company promptly of any change in any such information. If this US
Questionnaire is being completed on behalf of a corporation, partnership, trust
or estate, the person executing on behalf of the Subscriber represents that it
has the authority to execute and deliver this US Questionnaire on behalf of such
entity.

IN WITNESS WHEREOF, the undersigned has executed this US
Questionnaire as of the ___ day of _______________, 2006.

	If a Corporation, Partnership or Other 	 	If an Individual: 
	Entity: 	 	  
	  	 	  
	 	 	 
	 	 	 
	Print of Type Name of Entity 	 	Signature 
	 	 	 
	 	 	 
	Signature of Authorized Signatory 	 	Print or Type Name 
	 	 	 
	 	 	 
	Type of Entity 	 	Social Security/Tax I.D. No. (if applicable)
  






SCHEDULE B

NI 45-106 ACCREDITED INVESTOR QUESTIONNAIRE

All capitalized terms herein, unless otherwise defined, have
the meanings ascribed thereto in the Subscription.

The purpose of this BC Questionnaire is to assure the Company
that the Subscriber will meet certain requirements of National Instrument 45-106
("NI 45-106"). The Company will rely on the information contained in this BC
Questionnaire for the purposes of such determination.

The Subscriber covenants, represents and warrants to the
Company that:

	 	1. 	
      The Subscriber has such knowledge and experience in
      financial and business matters as to be capable of evaluating the merits
      and risks of the transactions detailed in the Subscription and the
      Subscriber is able to bear the economic risk of loss arising from such
      transactions;

	 	 	 	 
	 	2. 	
      The Subscriber satisfies one or more of the categories of
      "accredited investor" (as that term is defined in NI 45-106) indicated
      below (please check the appropriate box):

	 	 	 	 
	 		[ ] 	
      (a) a Canadian financial institution as defined in
      National Instrument 14-101, or an authorized foreign bank listed in
      Schedule III of the Bank Act (Canada);

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

	 	 	 	 
	 		[ ] 	
      (c) a subsidiary of any person referred to in any of the
      foregoing categories, if the person owns all of the voting securities of
      the subsidiary, except the voting securities required by law to be owned
      by directors of that subsidiary;

	 	 	 	 
	 		[ ] 	
      (d) an individual registered or formerly registered under
      securities legislation in a jurisdiction of Canada, as a representative of
      a person or company registered under securities legislation in a
      jurisdiction of Canada, as an adviser or dealer, other than a limited
      market dealer registered under the Securities Act (Ontario) or the
      Securities Act (Newfoundland);

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

	 	 	 	 
	 		[ ] 	
      (f) the government of Canada or a province, or any crown
      corporation or agency of the government of Canada or a province;

	 	 	 	 
	 		[ ] 	
      (g) a municipality, public board or commission in Canada
      and a metropolitan community, school board, the Comite de gestion de la
      taxe scholaire de l'ile de Montreal or an intermunicipal management board
      in Québec;

	 	 	 	 
	 		[ ] 	
      (h) a national, federal, state, provincial, territorial
      or municipal government of or in any foreign jurisdiction, or any agency
      thereof;

	 	 	 	 
	 		[ ] 	
      (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;







- 2 -

	 	[ ] 	
      (j) an individual who either alone or with a spouse
      beneficially owns, directly or indirectly, financial assets (as defined in
      NI 45-106) having an aggregate realizable value that, before taxes but net
      of any related liabilities, exceeds CDN$1,000,000;

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

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

	 	 	 
	 	[ ] 	
      (m) a person, other than a person or investment fund,
      that had net assets of at least CDN$5,000,000 as reflected on its most
      recently prepared financial statements;

	 	 	 
	 	[ ] 	
      (n) an investment fund that distributes it securities
      only to persons that are accredited investors at the time of distribution,
      a person that acquires or acquired a minimum of CDN$150,000 of value in
      securities, or a person that acquires or acquired securities under
      Sections 2.18 or 2.19 of NI 45-106;

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

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

	 	 	 
	 	[ ] 	
      (q) a person 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;

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

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

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

	 	 	 
	 	[ ] 	
      (u) an investment funds that is advised by a person
      registered as an advisor or a person that is exempt from registration as
      an advisor; or

	 	 	 
	 	[ ] 	
      (v) a person that is recognized or designated by the
      securities regulatory authority or, except in Ontario and Québec, the
      regulator as (i) an accredited investor, or (ii)
an







- 3 -

exempt purchaser in Alberta or British
Columbia after this instrument comes into force;

The Subscriber acknowledges and agrees that the Subscriber may
be required by the Company to provide such additional documentation as may be
reasonably required by the Company and its legal counsel in determining the
Subscriber's eligibility to acquire the Shares under relevant legislation.

                    IN
WITNESS WHEREOF, the undersigned has executed this BC Questionnaire as of the
________day of  __________________, 2006.

	If an Individual: 	 	If a Corporation, Partnership or Other Entity:
    
	 	 	 
	 	 	 
	Signature 	 	Print or Type Name of Entity 
	 	 	 
	 	 	 
	Print or Type Name 	 	Signature of Authorized Signatory 
	 	 	 
	 	 	 
	  	 	Type of Entity