Energy Fuels Inc.: Exhibit 10.8 - Filed by newsfilecorp.com





VIRGINIA ENERGY RESOURCES INC. 

SUBSCRIPTION AGREEMENT FOR COMMON SHARES 

	To: 	Virginia Energy Resources Inc. (the
      "Company") 


The undersigned subscriber (the "Subscriber"), on its
own behalf or on behalf of any disclosed principal for whom it is contracting,
hereby irrevocably subscribes for and agrees to purchase from the Company that
number of common shares in the capital of the Company (the "Common
Shares") set forth below for the aggregate consideration set out below (the
"Aggregate Subscription Price") representing a subscription price of
Cdn.$0.42 per Common Share. The Subscriber agrees to be bound by the terms and
conditions set out in this Agreement including, without limitation, the
representations, warranties and covenants contained herein. 

SUBSCRIPTION AND SUBSCRIBER INFORMATION


Please print all information (other than signatures), as
applicable, in the space provided below 

	Energy Fuels Inc. 	 	Number of Common Shares 9,439,857 x Cdn. $0.42
  
	(Name of Subscriber) 	 	  
	  	 	= 
	Account Reference (if applicable):
      _________________________________	 	  
	  	 	Aggregate Subscription Price: $
      3,964,739.94                
       
	By: 
      ________________________________________________________	 	  
	       Authorized Signatory
    	 	(Payment of the Subscription Price to
  be made in accordance with 
	  	 	Section 11.3) 
	Chief Financial Officer 	 	  
	(Official Capacity or Title – if the Subscriber
    is not an individual) 	 	  
	  	 	  
	  	 	  
	Graham G. Moylan	 	  
	(Name of individual whose signature appears above
    if different than the name of the Subscriber printed above.) 		Please complete if purchasing
      as agent or trustee for a principal (beneficial purchaser) (a "Disclosed
      Principal") and not purchasing as trustee or agent for accounts fully
  managed by it. 
	  	 	
	2 Toronto St., Suite 500 	 	
	  	 	  
	Toronto, Ontario M5G 2C 	 	N/A 
	  _______________	 	(Name of Disclosed Principal) 
	(Subscriber's Residential or Head Office Address,
    including Municipality, State/Province and Country) 		
	  	 	  
	(416) 214-2810 	 	  
	(Telephone Number) 	 	(Address of Disclosed Principal)
  
	  	 	  
	gmoylan@energyfuels.com 	 	  
	(Email Address) 	 	(Account Reference, if applicable)
  
	  	 	  
	  	 	  
	(Fax Number) 	 	  






- 2 - 

	Registration Information: 	 	Delivery Instructions
  for certificates, if issued: 
	 	 	 
	Energy Fuels Inc. 	 	Energy Fuels Inc. 
	(Name) 	 	(Name) 
	 	 	 
	(Account Reference, if applicable) 	 	(Account Reference, if
  applicable) 
	  	 	 
	 	 	 
	 	 	 
	2 Toronto St., Suite 500, Toronto, Ontario M5G
    2C2 	 	2 Toronto St., Suite 500,
  Toronto, Ontario M5G 2C2 
	(Address, including Postal Code) 	 	(Address, including Postal
  Code) 
	 	 	 
	  	 	Graham G. Moylan (416)
  214-2810 x225 
	  	 	(Contact Name) 	(Telephone Number) 
	 	 	 	 
	 	 	 	 




	Number and kind of securities of the Company
      held, directly or indirectly, if any: 		State whether the Subscriber is an Insider of the
      Company: 
	  	 	  
	  	 	    
      Yes           [   ]           
      No            x  
	Nil 	 	  
	 	 	 
	  	 	  
			
      Note: An Insider (as hereinafter defined) may or may not
      be considered to deal with the Company at arm's length. "Insider” is
      defined in Section 14 of the Agreement 

	 	 	 




	State whether the Subscriber is a Registrant: 	 	State whether Subscriber is a member of the "Pro
      Group": 
	 	 	 
	    
      Yes           [   ]           
      No            x 	 	    
      Yes           [   ]           
      No            x  
	 	 	 
	Note: "Registrant" is defined in Section 14 of
    the Agreement 	 	Note: "Pro Group" is defined in Section 14 of the
      Agreement 
	 	 	 


In addition to this face page, the Subscriber must also
complete all applicable Appendices attached hereto, which Appendices are
incorporated into and form part of this Agreement. 

REMAINDER OF PAGE INTENTIONALLY LEFT BLANK 




- 3 - 

This subscription is accepted by the Company and this Agreement
is entered into by the Company and the Subscriber this _____day of December,
2012. 

VIRGINIA ENERGY RESOURCES INC. 

Per: 
_____________________________
       
Authorized Signatory 

ENERGY FUELS INC. 

Per: _______________________
     
  Authorized Signatory 




- 4 - 

Capitalized terms not otherwise
defined below are defined in Section 144 of this Agreement 

	1. 	
      SUBSCRIPTION FOR THE COMMON
  SHARES



1.1      The Subscriber hereby
confirms its irrevocable subscription for and offer to purchase the Common
Shares from the Company, on and subject to the terms and conditions set out in
this Agreement, for the Aggregate Subscription Price of (a) Cdn.$250,000; and
(b) the issuance by Subscriber to Company of 21,851,411 common shares in the
capital of Subscriber (the “Consideration Shares”), payable in full on the
Closing Date, as more particularly described in Section 11.3 hereto. 

	2. 	
      TERMS OF THE ISSUE AND SALE OF THE COMMON
      SHARES



2.1      The securities offered
hereunder will be Common Shares issued by the Company, in an offering of up to
14,285,715 Common Shares for aggregate gross proceeds of up to
approximately Cdn.$6,000,000 (the “Offering”).

	3. 	
      ACCEPTANCE AND REJECTION OF SUBSCRIPTION BY THE
      COMPANY



3.1      The Subscriber acknowledges
and agrees that the Company reserves the right, in its absolute discretion, to
reject this subscription, in whole or in part, at any time prior to the Closing
Time. If this subscription is rejected in whole, any cheques or other forms of
payment delivered to the Company representing the Aggregate Subscription Price
will be promptly returned to the Subscriber without interest or deduction. If
this subscription is accepted only in part, a cheque representing any refund of
the Aggregate Subscription Price for that portion of the subscription which is
not accepted, will be promptly delivered to the Subscriber without interest or
deduction. 

	4. 	
      REPRESENTATIONS, WARRANTIES, COVENANTS AND
      ACKNOWLEDGEMENTS OF THE SUBSCRIBER AS PURCHASER OF THE COMMON
      SHARES



4.1      The Subscriber (on its own
behalf and, including if applicable, on behalf of each Disclosed Principal)
acknowledges, represents, warrants and covenants to and with the Company that,
as at the date given above and at the Closing Date: 

	 	(a) 	
      no prospectus or registration statement has been filed by
      the Company with any of the Regulatory Authorities in connection with the
      issuance of the Common Shares, such issuance is exempt from the prospectus
      requirements of applicable Securities Laws and:

	 	 	 	 
	 		(i) 	
      the Subscriber is restricted from using most of the civil
      remedies available under applicable Securities Laws;

	 	 	 	 
	 		(ii) 	
      the Subscriber may not receive information that would
      otherwise be required to be provided to it in an offering that is
      registered or made by way of prospectus under applicable Securities Laws;
      and

	 	 	 	 
	 		(iii) 	
      the Company is relieved from certain obligations that
      would otherwise apply under applicable Securities Laws;

	 	 	 	 
	 	(b) 	
      the Subscriber certifies that it and, if applicable, each
      Disclosed Principal, is resident and located in the jurisdiction entered
      above as the "Subscriber's Residential or Head Office Address" and
      "Address of Disclosed Principal", respectively, if applicable, on the
      first page of this Agreement, which address is the residence or principal
      place of business of the Subscriber, or Disclosed Principal, as the case
      may be, and such address was not obtained or used solely for the purpose
      of acquiring the Common Shares;

	 	 	 	 
	 	(c) 	
      the Subscriber is:







- 5 - 

	 	(i) 	
      purchasing the Common Shares as principal for its own
      account and not for the benefit of any other person or is deemed under
      applicable Securities Laws to be purchasing the Common Shares as
      principal, and in either case is purchasing the Common Shares for
      investment only and not with a view to the resale or distribution of all
      or any of the Common Shares; or

	 	 	 	 
	 	(ii) 	
      purchasing the Common Shares as agent for one or more
      other beneficial purchasers (each a "Disclosed Principal"), all of
      whom are disclosed on the first page of this Agreement, and is not deemed
      under applicable Securities Laws to be purchasing the Common Shares as
      principal, and it is duly authorized to enter into this Agreement, to make
      all the representations and warranties contained herein, to bind each such
      Disclosed Principal to the covenants and agreements herein and to execute
      and deliver all documentation in connection with the purchase on behalf of
      each such Disclosed Principal, who is purchasing as principal for its own
      account and not for the benefit of any other person and for investment
      only and not with a view to the resale or distribution of all or any of
      the Common Shares, and the Subscriber in its capacity as agent is acting
      in compliance with all applicable securities and other laws; or

	 	 	 	 
	 	(iii) 	
      if a resident of an Offering Jurisdiction, purchasing for
      a principal or principals which is or are undisclosed or identified by
      account number only and is deemed to be purchasing as principal under
      applicable Securities Laws because the Subscriber is:

	 	 	 	 
	 		(A) 	
      a person acting on behalf of a fully managed account
      managed by that person, if that person is registered or authorized to
      carry on business as an adviser or the equivalent under the securities
      legislation of a jurisdiction of Canada or an International Jurisdiction,
      and, in Ontario, is purchasing a security that is not a security of an
      investment fund; or

	 	 	 	 
	 		(B) 	
      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 any jurisdiction of
      Canada or an International Jurisdiction, and is acting on behalf of a
      fully managed account or accounts managed by the trust company or trust
      corporation;




	 	(d) 	
      the Subscriber and any Disclosed Principal acknowledge
      that:

	 	 	 	 
	 		(i) 	
      no securities commission or similar regulatory authority
      has reviewed or passed on the merits of the Common Shares;

	 	 	 	 
	 		(ii) 	
      there is no government or other insurance covering the
      Common Shares;

	 	 	 	 
	 		(iii) 	
      there are risks associated with the purchase of the
      Common Shares;

	 	 	 	 
	 		(iv) 	
      there are restrictions on the Subscriber's or the
      Disclosed Principal's ability to resell the Common Shares and it is the
      responsibility of the Subscriber or the Disclosed Principal to find out
      what those restrictions are and to comply with them before selling the
      Common Shares;

	 	 	 	 
	 		(v) 	
      the Company has advised the Subscriber and the Disclosed
      Principal that the Company is relying on an exemption from the
      requirements to provide the Subscriber or the Disclosed Principal with a
      prospectus and other applicable Securities Laws and, as a consequence of
      acquiring the Common Shares pursuant to this exemption, certain
      protections, rights and remedies provided by the Act and other applicable
      Securities Laws, including statutory rights of rescission or damages, will
      not be available to the Subscriber or the Disclosed Principal;
  and







- 6 - 

	 		(vi) 	
      except as may be permitted under applicable Securities
      Laws, the Common Shares shall not be resold until after the expiry of the
      applicable "hold" or "restricted" period attaching to such Common Shares
      and any certificate(s) representing the Common Shares will bear a legend
      referring to such restrictions on resale and neither the Company nor any
      transfer agent of the Company will register any transfer of such Common
      Shares not made in compliance with such restrictions on resale;

	 	 	 	 	 
	 	(e) 	
      if the Subscriber or the Disclosed Principal is resident
      in Canada or elsewhere outside of the United States, the Subscriber or, if
      the Subscriber is purchasing on behalf of a Disclosed Principal, that
      Disclosed Principal is an Accredited Investor, by virtue of the fact that
      the Subscriber or such Disclosed Principal, as the case may be, falls
      within one or more of the sub paragraphs of the definition of Accredited
      Investor set out in Appendix I (the Subscriber having checked the sub
      paragraph(s) applicable to the Subscriber or such Disclosed Principal, as
      the case may be) and neither the Subscriber nor such Disclosed Principal
      has been created or is being used primarily to permit the purchase of the
      Common Shares without a prospectus;

	 	 	 	 	 
	 	(f) 	
      if the Subscriber or the Disclosed Principal is resident
      and located outside of Canada and the United States, the Subscriber and
      the Disclosed Principal has executed and delivered Appendix III hereto and
      the Subscriber makes the representations, warranties and covenants
      therein;

	 	 	 	 	 
	 	(g) 	
      (i)      unless the Subscriber
      is an Institutional Accredited Investor and has executed and delivered the
      Institutional Accredited Investor Certificate attached as Appendix II
      hereto (in which case the Subscriber makes the representations, warranties
      and covenants therein):

	 	 	 	 	 
	 			(I) 	
      either (A) neither the Subscriber nor Disclosed
      Principal, if any, is a U.S. Person, a person in the United States, or is
      purchasing the Common Shares for the account or benefit of, a U.S. Person
      or a person in the United States, or (B) the Subscriber is excluded from
      the definition of U.S. Person, because he, she or it (as applicable) is a
      dealer or other professional fiduciary organized, incorporated, or (if an
      individual) resident in the United States that is purchasing the Common
      Shares on behalf of a discretionary or non- discretionary account or
      similar account (other than an estate or trust) held for the benefit or
      account of a Disclosed Principal that is a non-U.S. Person;

	 	 	 	 	 
	 			(II) 	
      the Subscriber or any Disclosed Principal did not become
      aware of the offering of the Common Shares as a result of any
      advertisement in a publication with a general circulation in the United
      States or any other means that could be deemed to constitute "directed
      selling efforts" (as defined in Regulation S); and

	 	 	 	 	 
	 			(III) 	
      at the time the Subscriber's subscription for Common
      Shares was executed and delivered to the Company, the Subscriber (or the
      Subscriber's authorized signatory, if it is not a natural person) was
      outside the United States;

	 	 	 	 	 
	 		
      (ii) 
	
      the Subscriber and each Disclosed Principal, as the case
      may be, acknowledges that, based in part on the Subscriber's
      representations, warranties, covenants and acknowledgments contained
      herein and all applicable appendices, the Common Shares have not been and
      will not be registered under the 1933 Act or the securities laws of any
      state or other jurisdictions of the United States, the Common Shares may
      not be offered or sold, directly or indirectly, in the United States
      except pursuant to registration under the 1933 Act and the securities laws
      of all applicable U.S. jurisdictions or available exemptions or exceptions
      therefrom, the Company has no obligation or present intention of filing a
      registration statement under the 1933 Act in respect of any of the Common
      Shares, and no Regulatory Authority has reviewed or passed upon the merits
      of an investment in the Common Shares and that any representation to the
      contrary is a criminal offence and, if made, may not be relied
  upon;







- 7 - 

	 		(iii) 	
      the Subscriber will not offer, sell or otherwise transfer
      the Common Shares in the United States except pursuant to a registration
      statement under the 1933 Act and the securities laws of all applicable
      U.S. jurisdictions or available exemptions or exceptions therefrom;
    and

	 	 	 	 
	 		(iv) 	
      the Subscriber has not purchased the Common Shares as a
      result of any form of General Solicitation or General Advertising, and the
      issuance and sale of the Common Shares was not accompanied by any
      advertisements, articles, notices or other communications published in any
      newspaper, magazine or similar media on the Internet or broadcast over
      radio, television or any seminar or meeting whose attendees have been
      invited by General Solicitation or General Advertising;

	 	 	 	 
	 	(h) 	
      except as set forth in this Agreement, no person has made
      to the Subscriber or any Disclosed Principal, if applicable, any written
      or oral representations:

	 	 	 	 
	 		(i) 	
      that any person will resell or repurchase the Common
      Shares;

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

	 	 	 	 
	 		(iii) 	
      as to the future price or value of the Common Shares;
      or

	 	 	 	 
	 		(iv) 	
      that any of the Company's securities will be listed and
      posted for trading on a stock exchange or that application has been made
      to list and post any of the Company's securities for trading on a stock
      exchange;

	 	 	 	 
	 	(i) 	
      the Subscriber or the Disclosed Principal, as the case
      may be, will not become a "control person" (as defined in the Act) by
      virtue of the purchase of the Common Shares, and does not intend to act in
      concert with any other person to form a control group of the
    Company;

	 	 	 	 
	 	(j) 	
      neither the Subscriber nor any Disclosed Principal, if
      applicable, has knowledge of a "material fact" or "material change" (as
      those terms are defined in the Act) in the affairs of the Company that has
      not been generally disclosed to the public;

	 	 	 	 
	 	(k) 	
      the Subscriber has not received or been provided with,
      nor has it requested, nor does it have any need to receive, any offering
      memorandum, any prospectus, any sales or advertising literature, or any
      other document describing or purporting to describe the business and
      affairs of the Company which has been prepared for delivery to, and review
      by, prospective purchasers in order to assist in making an investment
      decision in respect of the Common Shares;

	 	 	 	 
	 	(l) 	
      the Subscriber's decision to tender this offer and
      purchase the Common Shares has not been made as a result of any oral or
      written representation as to fact or otherwise made by or on behalf of the
      Company or any other person and is based entirely upon this Agreement, and
      currently available public information concerning the Company;

	 	 	 	 
	 	(m) 	
      the Subscriber has been advised to consult its own legal
      advisors with respect to tax matters and the applicable hold periods
      imposed in respect of the Common Shares by applicable Securities Laws and
      regulatory policies and confirms that no representations by the Company
      have been made, other than those expressly stated herein, respecting tax
      matters or the hold periods applicable to the Common Shares. The
      Subscriber acknowledges and agrees that it is solely responsible for
      obtaining such legal advice and tax advice as it considers appropriate in
      connection with the execution, delivery and performance by it of this
      Agreement and the completion of the transactions contemplated hereby and
      accordingly, has had the opportunity to obtain any necessary advice as to
      the meanings of all terms contained herein relevant to the Subscriber for
      purposes of giving representations, warranties and covenants under this
      Agreement;







- 8 - 

	 	(n) 	
      the Subscriber or, if applicable, each Disclosed
      Principal, 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 the loss of its entire investment in the
      Common Shares;

	 	 	 
	 	(o) 	
      the Subscriber has the legal capacity and competence to
      enter into and execute this Agreement and to take all actions required
      pursuant hereto and, if an individual is of full age of majority, in the
      jurisdiction in which the Subscriber is resident, if the Subscriber is a
      corporation, it is duly incorporated and validly subsisting under the laws
      of its jurisdiction of incorporation, and if the Subscriber is not an
      individual, the Subscriber has all necessary approvals by its directors,
      shareholders, partners, trustees or others to authorize the execution and
      delivery of this Agreement on behalf of the Subscriber;

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

	 	 	 
	 	(q) 	
      the Subscriber has obtained all necessary consents and
      authorizations to enable it to subscribe for the Common Shares and to
      perform its obligations under this Agreement and the Subscriber has
      otherwise complied with all requisite formalities and paid any issue,
      transfer or other taxes due in any territory in connection with its
      acceptance and the Subscriber has not taken any action which will or may
      result in the Company acting in breach of any regulatory or legal
      requirements of any territory in connection with the Offering or the
      Subscriber's subscription;

	 	 	 
	 	(r) 	
      this Agreement has been duly executed and delivered by
      the Subscriber and constitutes a legal, valid and binding obligation of
      the Subscriber enforceable against the Subscriber, and if applicable, the
      Disclosed Principal;

	 	 	 
	 	(s) 	
      the certificates, if any, representing the Common Shares
      will bear the following legend as required by NI 45-102 substantially in
      the following form and with the necessary information
  inserted:





	
      "UNLESS PERMITTED UNDER SECURITIES LEGISLATION,
      THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY
      BEFORE [INSERT THE DATE THAT IS FOUR MONTHS PLUS ONE DAY FROM THE
      DATE OF ISSUANCE]." 





	 		
      and such other legend or legends required by applicable
      Securities Laws.

	 	 	 
	 		
      In addition to the legend above, if the Subscriber or
      Disclosed Principal, as applicable, is in the United States or is a "U.S.
      Person" within the meaning of Regulation S under the 1933 Act, the
      certificates representing the Common Shares, if issued, will bear the
      legend referred to on pages 3 and 4 of Appendix II attached
  hereto.

	 	 	 
	 	(t) 	
      if required by applicable securities legislation, policy
      or order or by any securities commission, stock exchange or other
      regulatory authority, the Subscriber, and if applicable, each Disclosed
      Principal will execute, deliver, file and otherwise assist the Company in
      filing, such reports, undertakings and other documents with respect to the
      issue of the Common Shares as may be required;

	 	 	 
	 	(u) 	
      the funds which will be advanced by the Subscriber to the
      Company hereunder, as applicable, will not represent proceeds of crime for
      the purposes of the Proceeds of Crime (Money Laundering) and Terrorist
      Financing Act (Canada) (the "PCMLTFA") and the Subscriber
      acknowledges that the Company may in the future be required by law to
      disclose the Subscriber's name and other information relating to this
      Agreement and the Subscriber's subscription hereunder, on a confidential
      basis, pursuant to the PCMLTFA. To the best of the Subscriber's knowledge
      (a) none of the subscription funds to be provided by the Subscriber (i)
      have been or will be derived from or related to any activity that is
      deemed criminal under the laws of Canada, the United States or any other
      jurisdiction, or (ii) are being tendered on behalf of a person or entity
      who has not been identified to the Subscriber, and (b) it shall promptly
      notify the Company if the Subscriber discovers that any of such
      representations ceases to be true, and to provide the Company with
      appropriate information in connection
therewith;







- 9 - 

	 	(v) 	
      the Subscriber is not entitled to be paid any commission
      in relation to its participation in the Offering;

	 	 	 
	 	(w) 	
      to the knowledge of the Subscriber, there is no person
      acting or purporting to act in connection with the transactions
      contemplated herein who is entitled to any brokerage or finder's
    fee;

	 	 	 
	 	(x) 	
      the Subscriber agrees that the Company may be required by
      law or otherwise to disclose to regulatory authorities the identity of the
      Subscriber and if applicable the Disclosed Principal for whom the
      Subscriber may be acting; and

	 	 	 
	 	(y) 	
      the Subscriber agrees that the above representations,
      warranties, covenants and acknowledgements in this Subsection will be true
      and correct both as of the execution of this Agreement and as of the
      Closing Date and will survive the Closing Date for a period of two
      years.



4.2      The foregoing
representations, warranties, covenants and acknowledgements are made by the
Subscriber with the intent that they be relied upon by the Company and its
counsel in determining its suitability as a purchaser of Common Shares. The
Subscriber undertakes to notify the Company immediately of any change in any
representation, warranty or other information relating to the Subscriber set
forth herein which takes place prior to the Closing. 

	5. 	
      REPRESENTATIONS AND WARRANTIES OF THE COMPANY AS
      ISSUER OF THE COMMON SHARES



5.1      The Company hereby represents
and warrants to the Subscriber as follows and acknowledges that the Subscriber
is relying on such representations and warranties in completing its subscription
for the Common Shares: 

	 	(a) 	
      The Company has been duly incorporated and continued and
      is a corporation validly existing under the Laws of the Province of
      British Columbia. The Company has the corporate power and capacity to own
      and lease its property and to carry on the Business as currently
      conducted. The Company is duly qualified, licensed or registered to do
      business in each jurisdiction in which the nature of the Business or the
      property or assets owned or leased by it make such qualification
      necessary, and is not otherwise precluded from carrying on the Business or
      owning or leasing property or assets in such jurisdictions by any other
      commitment, agreement or document. No proceeding has been instituted or,
      to the Company's knowledge, threatened in any such jurisdiction revoking,
      limiting or curtailing, or seeking to revoke, limit or curtail, such power
      and authority or qualification. The Company is up-to-date in all its
      corporate filings and is in good standing under applicable corporate
      Laws.

	 	 	 
	 	(b) 	
      The Canadian Subsidiary has been duly incorporated and is
      a corporation validly existing under the Laws of the Province of British
      Columbia. The Canadian Subsidiary has the corporate power and capacity to
      own and lease its property and to carry on in its business as currently
      conducted. The Subsidiary is duly qualified, licensed or registered to do
      business in each jurisdiction in which the nature of its business or the
      property or assets owned or leased by it make such qualification
      necessary, and is not otherwise precluded from carrying on business or
      owning or leasing property or assets in such jurisdictions by any other
      commitment, agreement or document. No proceeding has been instituted or,
      to the Company's knowledge, threatened in any such jurisdiction revoking,
      limiting or curtailing, or seeking to revoke, limit or curtail, such power
      and authority or qualification. The Canadian Subsidiary is up-to-date in
      all its corporate filings and is in good standing under applicable
      corporate Laws.







- 10 - 

	 	(c) 	
      The U.S. Subsidiary has been duly incorporated and is a
      corporation validly existing under the Laws of Virginia. The Subsidiary
      has the corporate power and capacity to own and lease its property and to
      carry on its business as currently conducted. The U.S. Subsidiary is duly
      qualified, licensed or registered to do business in each jurisdiction in
      which the nature of its business or the property or assets owned or leased
      by it make such qualification necessary, and is not otherwise precluded
      from carrying on business or owning or leasing property or assets in such
      jurisdictions by any other commitment, agreement or document. No
      proceeding has been instituted or, to the Company's knowledge, threatened
      in any such jurisdiction revoking, limiting or curtailing, or seeking to
      revoke, limit or curtail, such power and authority or qualification. The
      U.S. Subsidiary is up-to-date in all its corporate filings and is in good
      standing under applicable corporate Laws.

	 	 	 
	 	(d) 	
      The minute books and corporate records of the Company are
      true and correct in all material respects and contain substantially all
      minutes of all meetings and all resolutions of the shareholders or
      directors (or any committee thereof) of the Company as at the date hereof
      and on the Closing Date will contain substantially all minutes of all
      meetings and all resolutions of the shareholders or directors (or any
      committee thereof) of the Company.

	 	 	 
	 	(e) 	
      The authorized capital of the Company consists of an
      unlimited number of Common Shares, without par value, of which 33,150,756
      Common Shares have been validly issued and are outstanding. All of the
      issued and outstanding Common Shares are fully paid and non-assessable and
      have been duly authorized and issued, in compliance with applicable Laws
      and not in violation of or subject to any pre-emptive or similar right
      that entitles any person to acquire from the Company any Common Shares or
      other security of the Company.

	 	 	 
	 	(f) 	
      The rights, privileges, restrictions and conditions
      attached to the Common Shares of the Company are as set out in the Notice
      of Articles and the Articles.

	 	 	 
	 	(g) 	
      The Company has the full power and authority to issue the
      Subscription Shares. The issuance of the Subscription Shares has been duly
      authorized and at the Closing Time, and upon payment of the aggregate
      Subscription Price, the Subscription Shares will be validly issued as
      fully paid and non-assessable shares in the capital of the Company and at
      the Closing Time, the Subscriber will be the legal and registered owner of
      the Subscription Shares and will have good title thereto free and clear of
      all Encumbrances, other than as may be imposed as a result of the
      application of any Applicable Laws to the Subscriber or as are imposed as
      a result of any actions taken by, or transactions entered into by, the
      Subscriber.

	 	 	 
	 	(h) 	
      Computershare Investor Services Inc. at its principal
      offices in the City of Vancouver is the duly appointed registrar and
      transfer agent of the Company with respect to the Common Shares.

	 	 	 
	 	(i) 	
      The Company is not a party or subject to any agreement or
      understanding, and to the knowledge of the Company there is no agreement
      between any securityholders of the Company that affects or relates to the
      voting or giving of written consents with respect to, any of the Company's
      securities. The Company has not granted any registration rights or similar
      rights with respect to its securities to any Person.

	 	 	 
	 	(j) 	
      The Company is a "reporting issuer" only in the Provinces
      of British Columbia, Alberta and Quebec and is not included in a list of
      defaulting reporting issuers maintained by the Regulatory Authorities in
      the Provinces of British Columbia, Alberta and Quebec. The Company has not
      taken any action to cease to be a reporting issuer in any jurisdiction in
      which it is a reporting issuer, and has not received any notification from
      a Regulatory Authority seeking to revoke the Company's reporting issuer
      status. All filings and fees required to be made and paid by the Company
      pursuant to Securities Laws and general corporate law have been made and
      paid.








- 11 - 

	 	(k) 	
      Since September 26, 2012, as of their respective filing
      dates, each of the Public Disclosure Documents complied with the
      requirements of applicable Securities Laws in all material respects and
      none of the Public Disclosure Documents contained any untrue statement of
      a material fact or omitted to state a material fact required to be stated
      therein or necessary to make the statements made therein, in light of the
      circumstances in which they were made, not misleading. There is no
      material change relating to the Company which has occurred and with
      respect to which the requisite material change report has not been filed
      with the Regulatory Authorities. The Company has not filed any
      confidential material change report or other confidential report with any
      Regulatory Authority or other Governmental Entity which at the date hereof
      remains confidential. All material agreements required to be filed with
      the Regulatory Authorities by the Company pursuant to Securities Laws have
      been filed.

	 	 	 	 
	 	(l) 	
      The Technical Report complies in all material respects
      with the provisions of NI 43-101.

	 	 	 	 
	 	(m) 	
      The Common Shares are listed and posted for trading on
      the TSXV and no order ceasing or suspending trading in any securities of
      the Company or prohibiting the sale or issuance of the Subscription Shares
      or the trading of any of the Company's issued securities has been issued
      and no (formal or informal) proceedings for such purpose are pending or,
      to the knowledge of the Company, have been threatened.

	 	 	 	 
	 	(n) 	
      Neither the Company nor the Subsidiary has been or is in
      breach or violation of:

	 	 	 	 
	 		(i) 	
      any of the terms, conditions or provisions of its
      constating documents or resolutions of its shareholders or directors (or
      any committee thereof);

	 	 	 	 
	 		(ii) 	
      any Permit; or

	 	 	 	 
	 		(iii) 	
      any Laws applicable to, or any Order of any Governmental
      Entity having jurisdiction over, the Business, the Company, the U.S.
      Subsidiary or their respective property or assets,

	 	 	 	 
	 		
      except for such breaches as have not had or could not
      reasonably be expected to have a Material Adverse Effect.

	 	 	 	 
	 	(o) 	
      The Financial Statements have been prepared in accordance
      with International Financial Reporting Standards (IASB) applied on a
      consistent basis throughout and complied, as of their date of filing, with
      the applicable published rules and regulations of the TSXV and applicable
      Securities Laws, and the Financial Statements, together with the
      applicable certifications filed by the Company in connection with the
      Financial Statements in accordance with NI 52-109, present fairly, in all
      material respects, the financial condition of the Company, on a
      consolidated basis, for the period then ended. The Company does not intend
      to correct or restate, nor, to the knowledge of the Company, is there any
      basis for any correction or restatement of, any aspect of the Financial
      Statements.

	 	 	 	 
	 	(p) 	
      Except as disclosed in the Public Disclosure Documents,
      since September 26, 2012 no change has occurred in any of the assets,
      business, financial condition or results of operations of the Company or
      the Subsidiary which, individually or in the aggregate, has had or could
      reasonably be expected to have a Material Adverse
Effect.








- 12 - 

	6. 	
      REPRESENTATIONS, WARRANTIES, COVENANTS AND
      ACKNOWLEDGEMENTS OF THE COMPANY AS PURCHASER OF THE CONSIDERATION
      SHARES



6.1      The Company acknowledges,
represents, warrants and covenants to and with the Subscriber that, as at the
date given above and at the Closing Date: 

	 	(a) 	
      no prospectus or registration statement has been filed by
      the Subscriber with any of the Regulatory Authorities in connection with
      the issuance of the Consideration Shares, such issuance is exempt from the
      prospectus requirements of applicable Securities Laws and:

	 	 	 	 
	 		(i) 	
      the Company is restricted from using most of the civil
      remedies available under applicable Securities Laws;

	 	 	 	 
	 		(ii) 	
      the Company may not receive information that would
      otherwise be required to be provided to it in an offering that is
      registered or made by way of prospectus under applicable Securities Laws;
      and

	 	 	 	 
	 		(iii) 	
      the Company is relieved from certain obligations that
      would otherwise apply under applicable Securities Laws;

	 	 	 	 
	 	(b) 	
      the Company certifies that it is resident and located at
      Suite 611-675 West Hastings Street, Vancouver, BC, Canada, V6B 1N2, which
      address is the residence or principal place of business of the Company,
      and such address was not obtained or used solely for the purpose of
      acquiring the Consideration Shares;

	 	 	 	 
	 	(c) 	
      the Company is purchasing the Consideration Shares as
      principal for its own account and not for the benefit of any other person
      or is deemed under applicable Securities Laws to be purchasing the
      Consideration Shares as principal, and in either case is purchasing the
      Consideration Shares for investment only and not with a view to the resale
      or distribution of all or any of the Consideration Shares; or

	 	 	 	 
	 	(d) 	
      the Company acknowledges that:

	 	 	 	 
	 		(i) 	
      no securities commission or similar regulatory authority
      has reviewed or passed on the merits of the Consideration
Shares;

	 	 	 	 
	 		(ii) 	
      there is no government or other insurance covering the
      Consideration Shares;

	 	 	 	 
	 		(iii) 	
      there are risks associated with the purchase of the
      Consideration Shares;

	 	 	 	 
	 		(iv) 	
      there are restrictions on the Company's ability to resell
      the Consideration Shares and it is the responsibility of the Company to
      find out what those restrictions are and to comply with them before
      selling the Consideration Shares;

	 	 	 	 
	 		(v) 	
      the Subscriber has advised the Company that the
      Subscriber is relying on an exemption from the requirements to provide the
      Company with a prospectus and other applicable Securities Laws and, as a
      consequence of acquiring the Consideration Shares pursuant to this
      exemption, certain protections, rights and remedies provided by the Act
      and other applicable Securities Laws, including statutory rights of
      rescission or damages, will not be available to the Company; and

	 	 	 	 
	 		(vi) 	
      except as may be permitted under applicable Securities
      Laws, the Consideration Shares shall not be resold until after the expiry
      of the applicable "hold" or "restricted" period attaching to such
      Consideration Shares and any certificate(s) representing the Consideration
      Shares will bear a legend referring to such restrictions on resale and
      neither the Company nor any transfer agent of the Company will register
      any transfer of such Consideration Shares not made in compliance with such
      restrictions on resale;







- 13 - 

	 	(e) 	
      the Company is an Accredited Investor, by virtue of the
      fact that the Company, falls within one or more of the sub paragraphs of
      the definition of Accredited Investor set out in Appendix V (the Company
      having checked the sub paragraph(s) applicable to the Company) and the
      Company has not been created and is not being used primarily to permit the
      purchase of the Consideration Shares without a prospectus;

	 	 	 	 	 
	 	(f) 	
      the following:

	 	 	 	 	 
	 		(i) 	
      the following:

	 	 	 	 	 
	 			(I) 	
      the Company is not a U.S. Person, a person in the United
      States, or is purchasing the Consideration Shares for the account or
      benefit of, a U.S. Person or a person in the United States;

	 	 	 	 	 
	 			(II) 	
      the Company did not become aware of the offering of the
      Consideration Shares as a result of any advertisement in a publication
      with a general circulation in the United States or any other means that
      could be deemed to constitute "directed selling efforts" (as defined in
      Regulation S); and

	 	 	 	 	 
	 			(III) 	
      at the time the Company's subscription for Consideration
      Shares was executed and delivered to the subscriber, the Company (or the
      Company's authorized signatory, if it is not a natural person) was outside
      the United States;

	 	 	 	 	 
	 		(ii) 	
      the Company acknowledges that, based in part on the
      Company's representations, warranties, covenants and acknowledgments
      contained herein and all applicable appendices, the Consideration Shares
      have not been and will not be registered under the 1933 Act or the
      securities laws of any state or other jurisdictions of the United States,
      the Consideration Shares may not be offered or sold, directly or
      indirectly, in the United States except pursuant to registration under the
      1933 Act and the securities laws of all applicable U.S. jurisdictions or
      available exemptions or exceptions therefrom, the Subscriber has no
      obligation or present intention of filing a registration statement under
      the 1933 Act in respect of any of the Consideration Shares, and no
      Regulatory Authority has reviewed or passed upon the merits of an
      investment in the Consideration Shares and that any representation to the
      contrary is a criminal offence and, if made, may not be relied
  upon;

	 	 	 	 	 
	 		(iii) 	
      the Company will not offer, sell or otherwise transfer
      the Consideration Shares in the United States except pursuant to a
      registration statement under the 1933 Act and the securities laws of all
      applicable U.S. jurisdictions or available exemptions or exceptions
      therefrom; and

	 	 	 	 	 
	 		(iv) 	
      the Company has not purchased the Consideration Shares as
      a result of any form of General Solicitation or General Advertising, and
      the issuance and sale of the Consideration Shares was not accompanied by
      any advertisements, articles, notices or other communications published in
      any newspaper, magazine or similar media on the Internet or broadcast over
      radio, television or any seminar or meeting whose attendees have been
      invited by General Solicitation or General Advertising;

	 	 	 	 	 
	 	(g) 	
      except as set forth in this Agreement, no person has made
      to the Company any written or oral representations:

	 	 	 	 	 
	 		(i) 	
      that any person will resell or repurchase the
      Consideration Shares;








- 14 - 

	 		
      (ii) 
	that any person will refund the purchase price of the Consideration
      Shares;
	 	 	 	 
	 		
      (iii) 
	as to the future price or value of the Consideration Shares; or
	 	 	 	 
			
      (iv) 
	that any of the Subscriber's securities will be listed and posted for
      trading on a stock exchange or that application has been made to list and
      post any of the Subscriber's securities for trading on a stock
  exchange;
	 	 	 	 
	 	(h) 	
      the Company will not become a "control person" (as
      defined in the Act) by virtue of the purchase of the Consideration Shares,
      and does not intend to act in concert with any other person to form a
      control group of the Subscriber;

	 	 	 	 
	 	(i) 	
      the Company does not have knowledge of a "material fact"
      or "material change" (as those terms are defined in the Act) in the
      affairs of the Subscriber that has not been generally disclosed to the
      public;

	 	 	 	 
	 	(j) 	
      the Company has not received or been provided with, nor
      has it requested, nor does it have any need to receive, any offering
      memorandum, any prospectus, any sales or advertising literature, or any
      other document describing or purporting to describe the business and
      affairs of the Company which has been prepared for delivery to, and review
      by, prospective purchasers in order to assist in making an investment
      decision in respect of the Consideration Shares;

	 	 	 	 
	 	(k) 	
      the Company's decision to purchase the Consideration
      Shares has not been made as a result of any oral or written representation
      as to fact or otherwise made by or on behalf of the Subscriber or any
      other person and is based entirely upon this Agreement, and currently
      available public information concerning the Subscriber;

	 	 	 	 
	 	(l) 	
      the Company has been advised to consult its own legal
      advisors with respect to tax matters and the applicable hold periods
      imposed in respect of the Consideration Shares by applicable Securities
      Laws and regulatory policies and confirms that no representations by the
      Subscriber have been made, other than those expressly stated herein,
      respecting tax matters or the hold periods applicable to the Consideration
      Shares. The Company acknowledges and agrees that it is solely responsible
      for obtaining such legal advice and tax advice as it considers appropriate
      in connection with the execution, delivery and performance by it of this
      Agreement and the completion of the transactions contemplated hereby and
      accordingly, has had the opportunity to obtain any necessary advice as to
      the meanings of all terms contained herein relevant to the Subscriber for
      purposes of giving representations, warranties and covenants under this
      Agreement;

	 	 	 	 
	 	(m) 	
      the Company 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 the loss of its entire
      investment in the Consideration Shares;

	 	 	 	 
	 	(n) 	
      the Company has the legal capacity and competence to
      enter into and execute this Agreement and to take all actions required
      pursuant hereto, it is duly incorporated and validly subsisting under the
      laws of its jurisdiction of incorporation, and has all necessary approvals
      by its directors, shareholders, partners, trustees or others to authorize
      the execution and delivery of this Agreement on behalf of the
    Company;

	 	 	 	 
		(o) 	
      the entering into of this Agreement and the transactions
      contemplated hereby will not result in the violation of any of the terms
      and provisions of any law applicable to, or the constating documents of,
      the Company or of any agreement, written or oral, to which the Company may
      be a party or by which it is or may be
bound;







- 15 - 

	 	(p) 	
      the Company has obtained all necessary consents and
      authorizations to enable it to subscribe for the Consideration Shares and
      to perform its obligations under this Agreement and the Company has
      otherwise complied with all requisite formalities and paid any issue,
      transfer or other taxes due in any territory in connection with its
      acceptance and the Company has not taken any action which will or may
      result in the Subscriber acting in breach of any regulatory or legal
      requirements of any territory in connection with the Offering or the
      Company's subscription;

	 	 	 
	 	(q) 	
      this Agreement has been duly executed and delivered by
      the Company and constitutes a legal, valid and binding obligation of the
      Company enforceable against the Company;

	 	 	 
	 	(r) 	
      the certificates, if any, representing the Consideration
      Shares will bear the following legend as required by NI 45-102
      substantially in the following form and with the necessary information
      inserted:





	
      "UNLESS PERMITTED UNDER SECURITIES LEGISLATION,
      THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY
      BEFORE [INSERT THE DATE THAT IS FOUR MONTHS PLUS ONE DAY FROM THE
      DATE OF ISSUANCE]." 





	 		
      and such other legend or legends required by applicable
      Securities Laws.

	 	 	 
	 		
      In addition to the legend above, if the Company is in the
      United States or is a "U.S. Person" within the meaning of Regulation S
      under the 1933 Act, the certificates representing the Consideration
      Shares, if issued, will bear the legend referred to on pages 3 and 4 of
      Appendix II attached hereto.

	 	 	 
	 	(s) 	
      if required by applicable securities legislation, policy
      or order or by any securities commission, stock exchange or other
      regulatory authority, the Company will execute, deliver, file and
      otherwise assist the Subscriber in filing, such reports, undertakings and
      other documents with respect to the issue of the Consideration Shares as
      may be required;

	 	 	 
	 	(t) 	
      the Company is not entitled to be paid any commission in
      relation to its participation in the Offering;

	 	 	 
	 	(u) 	
      to the knowledge of the Company, there is no person
      acting or purporting to act in connection with the transactions
      contemplated herein who is entitled to any brokerage or finder's
    fee;

	 	 	 
	 	(v) 	
      the Company agrees that the Subscriber may be required by
      law or otherwise to disclose to regulatory authorities the identity of the
      Company for whom the Company may be acting; and

	 	 	 
	 	(w) 	
      the Company agrees that the above representations,
      warranties, covenants and acknowledgements in this Subsection will be true
      and correct both as of the execution of this Agreement and as of the
      Closing Date and will survive the Closing Date for a period of two
      years.



6.2      The foregoing
representations, warranties, covenants and acknowledgements are made by the
Company with the intent that they be relied upon by the Subscriber and its
counsel in determining its suitability as a purchaser of Consideration Shares.
The Company undertakes to notify the Subscriber immediately of any change in any
representation, warranty or other information relating to the Company set forth
herein which takes place prior to the Closing. 




- 16 - 

	7. 	
      REPRESENTATIONS AND WARRANTIES OF THE SUBSCRIBER AS
      ISSUER OF THE CONSIDERATION SHARES



7.1      The Subscriber hereby
represents and warrants to the Company as follows and acknowledges that the
Company is relying on such representations and warranties in completing its
subscription for the Consideration Shares: 

	 	(a) 	
      The Subscriber has been duly incorporated and continued
      and is a corporation validly existing under the Laws of the Province of
      Ontario. The Subscriber has the corporate power and capacity to own and
      lease its property and to carry on the Subscriber’s Business as currently
      conducted. The Subscriber is duly qualified, licensed or registered to do
      business in each jurisdiction in which the nature of the Subscriber’s
      Business or the property or assets owned or leased by it make such
      qualification necessary, and is not otherwise precluded from carrying on
      the Subscriber’s Business or owning or leasing property or assets in such
      jurisdictions by any other commitment, agreement or document. Except as
      set out in the Subscriber’s Public Disclosure Documents, no proceeding has
      been instituted or, to the Subscriber's knowledge, threatened in any such
      jurisdiction revoking, limiting or curtailing, or seeking to revoke, limit
      or curtail, such power and authority or qualification. The Subscriber is
      up-to-date in all its corporate filings and is in good standing under
      applicable corporate Laws.

	 	 	 
	 	(b) 	
      The minute books and corporate records of the Subscriber
      are true and correct in all material respects and contain substantially
      all minutes of all meetings and all resolutions of the shareholders or
      directors (or any committee thereof) of the Subscriber as at the date
      hereof and on the Closing Date will contain substantially all minutes of
      all meetings and all resolutions of the shareholders or directors (or any
      committee thereof) of the Subscriber.

	 	 	 
	 	(c) 	
      The authorized capital of the Subscriber consists of an
      unlimited number of common shares, an unlimited number of Preferred Shares
      issuable in series, and an unlimited number of Series A Preferred Shares,
      of which 679,652,107 common shares are validly issued and outstanding as
      of September 30, 2012. All of the issued and outstanding common shares are
      fully paid and non- assessable and have been duly authorized and issued,
      in compliance with applicable Laws and not in violation of or subject to
      any pre-emptive or similar right that entitles any person to acquire from
      the Subscriber any common shares or other security of the
    Subscriber.

	 	 	 
	 	(d) 	
      The rights, privileges, restrictions and conditions
      attached to the common shares of the Subscriber are as described in the
      Subscriber’s Public Disclosure Documents.

	 	 	 
	 	(e) 	
      The Subscriber has the full power and authority to issue
      the Consideration Shares. The issuance of the Consideration Shares has
      been duly authorized and at the Closing Time, and upon receipt of the
      Common Shares from the Company will be validly issued as fully paid and
      non-assessable shares in the capital of the Subscriber and at the Closing
      Time, the Company will be the legal and registered owner of the
      Consideration Shares and will have good title thereto free and clear of
      all Encumbrances, other than as may be imposed as a result of the
      application of any Applicable Laws to the Company or as are imposed as a
      result of any actions taken by, or transactions entered into by, the
      Company.

	 	 	 
	 	(f) 	
      Canadian Stock Transfer Company Inc. at its principal
      offices in the City of Toronto is the duly appointed registrar and
      transfer agent of the Subscriber with respect to the Consideration
      Shares.

	 	 	 
	 	(g) 	
      The Subscriber is not a party or subject to any agreement
      or understanding, and to the knowledge of the Subscriber there is no
      agreement between any securityholders of the Subscriber that affects or
      relates to the voting or giving of written consents with respect to, any
      of the Subscriber's securities. The Subscriber has not granted any
      registration rights or similar rights with respect to its securities to
      any Person.







- 17 - 

	 	(h) 	
      The Subscriber is not included in a list of defaulting
      reporting issuers maintained by the Regulatory Authorities in any of the
      Provinces or Territories of Canada. The Subscriber has not taken any
      action to cease to be a reporting issuer in any jurisdiction in which it
      is a reporting issuer, and has not received any notification from a
      Regulatory Authority seeking to revoke the Subscriber's reporting issuer
      status. All filings and fees required to be made and paid by the
      Subscriber pursuant to Securities Laws and general corporate law have been
      made and paid.

	 	 	 	 
	 	(i) 	
      As of their respective filing dates, each of the
      Subscriber’s Public Disclosure Documents complied with the requirements of
      applicable Securities Laws in all material respects and none of the
      Subscriber’s Public Disclosure Documents contained any untrue statement of
      a material fact or omitted to state a material fact required to be stated
      therein or necessary to make the statements made therein, in light of the
      circumstances in which they were made, not misleading. There is no
      material change relating to the Subscriber which has occurred and with
      respect to which the requisite material change report has not been filed
      with the Regulatory Authorities. The Subscriber has not filed any
      confidential material change report or other confidential report with any
      Regulatory Authority or other Governmental Entity which at the date hereof
      remains confidential. All material agreements required to be filed with
      the Regulatory Authorities by the Subscriber pursuant to Securities Laws
      have been filed.

	 	 	 	 
	 	(j) 	
      The common shares of the Subscriber are listed and posted
      for trading on the TSX and no order ceasing or suspending trading in any
      securities of the Subscriber or prohibiting the sale or issuance of the
      Consideration Shares or the trading of any of the Subscriber's issued
      securities has been issued and no (formal or informal) proceedings for
      such purpose are pending or, to the knowledge of the Subscriber, have been
      threatened.

	 	 	 	 
	 	(k) 	
      Except as described in the Subscriber’s Public Disclosure
      Documents, neither the Subscriber nor any of its subsidiaries has been or
      is in breach or violation of:

	 	 	 	 
	 		(iv) 	
      any of the terms, conditions or provisions of its
      constating documents or resolutions of its shareholders or directors (or
      any committee thereof);

	 	 	 	 
	 		(v) 	
      any Permit; or

	 	 	 	 
	 		(vi) 	
      any Laws applicable to, or any Order of any Governmental
      Entity having jurisdiction over, the Subscriber’s Business, the Subscriber
      or any of its subsidiaries or their respective property or
  assets,

	 	 	 	 
	 		
      except for such breaches as have not had or could not
      reasonably be expected to have a Material Adverse
Effect.




	8. 	
      WITHDRAWAL OF SUBSCRIPTION



8.1      The Subscriber reserves the
right to withdraw this subscription and to terminate its obligations hereunder
at any time before the Closing. 

	9. 	
      DIRECTOR NOMINATION RIGHT



9.1      For two years after the
Closing Date, provided the Subscriber (together with its Affiliates)
beneficially owns directly or indirectly 5% or more of the outstanding Common
Shares (on a non-diluted basis), and for so long thereafter as the Subscriber
(together with its Affiliates) beneficially owns, directly or indirectly, 9.9%
or more of the outstanding Common Shares (on a non-diluted basis), the
Subscriber shall be entitled to designate one nominee (an "Investor
Nominee"), who may be a non-resident of Canada, for election or appointment
to the Board, and, subject to acceptance by the TSXV, the Board shall appoint to
the Board or nominate the Investor Nominee for election as a director of the
Company. Further, for so long as Subscriber shall be entitled to designate an
Investor Nominee for election or appointment to the Board, such Investor Nominee
shall also be appointed as a member of the Audit Committee of the Company. 




- 18 - 

9.2      On the Closing Date, subject
to the approval of the TSXV, Graham G. Moylan shall be appointed as the Investor
Nominee to serve on the Board until the next annual meeting of the Company's
shareholders. 

9.3      The Subscriber shall advise
the Company of the identity of the Investor Nominee at least 20 Business Days
prior to the date on which proxy solicitation materials are to be mailed (as
advised by the Company to the Subscriber) for purposes of any meeting of
shareholders at which directors of the Company are to be elected. If the
Subscriber does not advise the Company of the identity of any Investor Nominees
prior to such deadline, then the Subscriber will be deemed to have nominated its
incumbent nominee. The Company shall advise the Investor of the mailing date of
any such proxy solicitation materials at least 30 Business Days prior to such
date. 

9.4      In the event that an Investor
Nominee shall cease to serve as a director of the Company, whether due to such
Investor Nominee's death, disability, resignation or removal, the Company shall
cause the Board to promptly appoint a replacement Investor Nominee designated by
the Subscriber to fill the vacancy created by such death, disability,
resignation or removal, provided that the Subscriber remains eligible to
designate an Investor Nominee. 

9.5      Each Investor Nominee shall,
at the time of election or appointment to the Board for the first time, meet the
qualification requirements to serve as a director under the Business
Corporations Act (British Columbia), applicable Canadian securities laws and
the rules of any stock exchange on which the Common Shares are then listed,
provided that for purposes of this Agreement the fact that a stock exchange of
competent jurisdiction has not yet accepted for purposes of the rules of such
stock exchange an Investor Nominee shall not be considered to be a failure to
meet such qualification requirements unless such stock exchange has rejected an
Investor Nominee and such decision or determination is not or is no longer
appealable. The Company agrees to allow the Investor Nominee to provide input on
any documents or correspondence which the Company is required to submit to the
relevant stock exchange and will co-operate with the Investor Nominee with
respect to any communications with such stock exchange, in each case with
respect to the Investor Nominee meeting the qualification requirements of such
stock exchange. 

9.6      The Investor Nominee shall be
entitled to the benefit of any directors' liability insurance or indemnity to
which other directors of Company are entitled. 

9.7      After two years after the
Closing Date, the rights in Section 9 shall cease to be applicable on the date
that the Subscriber (together with its Affiliates) beneficially owns less than
9.9% of the issued and outstanding Common Shares (on a non-diluted basis). 

	10. 	
      SUBSCRIBER’S PARTICIPATION RIGHT AND RESTRICTIONS ON
      SALES BY COMPANY



10.1      As long as the Subscriber
(together with its Affiliates) beneficially owns at least 9.9% of the issued and
outstanding Common Shares (on a non-diluted basis), it will have a right to
maintain its then-current percentage interest in the Common Shares by
participating in the issuance of additional Common Shares, equity securities, or
other securities that are convertible or exchangeable into Common Shares or
equity securities, that are issued for cash in a public offering or private
placement (an “Offering”), subject to any required regulatory approvals
by subscribing for: 

	 	(a) 	
      In the case of an Offering of Common Shares, up to such
      number of Common Shares that will allow the Subscriber to maintain, as at
      the completion of the Offering, a percentage ownership interest in the
      outstanding Common Shares that is the same as the percentage ownership
      interest that it had immediately prior to completion of the Offering;
      and

	 	 	 
	 	(b) 	
      In the case of an Offering of securities other than
      Common Shares, up to such number of such securities that will (assuming
      conversion, exercise or exchange of all of the convertible, exercisable or
      exchangeable securities issued in connection with the Offering and
      issuable pursuant to this Section 10.1) allow the Subscriber to maintain,
      as at the completion of the Offering, a Diluted Ownership Interest in the
      Company that is the same as the Diluted Ownership Interest that it had
      immediately prior to the completion of the Offering. For these purposes,
      “Diluted Ownership Interest” means the percentage equal to the fraction,
      the numerator of which is the sum of (a) all Common Shares held by the
      Subscriber and its Affiliates plus (b) all securities exercisable,
      convertible or exchangeable into Common Shares held by the Subscriber and
      its Affiliates, whether or not such securities are subject to any
      conditions or restrictions on exercise, conversion or exchange and the
      denominator of which is the sum of (c) all outstanding Common Shares and
      (d) all securities exercisable, convertible or exchangeable into Common
      Shares issued by the Company, whether or not such securities are subject
      to any conditions or restrictions on exercise, conversion or exchange.
    







- 19 - 

10.2      The Company will, as soon as
possible after the public announcement of an Offering, but in any event on the
date on which the Company files a preliminary prospectus, registration statement
or other offering documents in connection with an Offering that is a public
offering of securities, and at least five business days prior to the expected
completion date of the Offering, give written notice (the “Offering
Notice”) to the Subscriber including, to the extent known by the Company,
the full particulars of the Offering and the Company’s calculation of the number
of securities that the Subscriber would be entitled to purchase. If the
Subscriber wishes to exercise its rights, it shall give written notice to the
Company (the “Exercise Notice”) of the exercise of such right, which
notice shall be irrevocable and unconditional, and of the number of securities
that the Subscriber wishes to purchase of its entitlement within five business
days after the date of receipt of an Offering Notice, or in the case of a public
offering that is a “bought deal”, within one business day of receipt of an
Offering Notice, failing which the Subscriber will not be entitled to exercise
the right in respect of such Offering. The Exercise Notice (which shall
represent the acceptance of the Company’s Offering Notice) shall constitute a
binding agreement by the Subscriber to subscribe for and purchase, and by the
Company to issue and sell to the Subscriber, on the terms and conditions in the
Offering Notice, the number or amount of securities as are to be issued to the
Subscriber therein. The securities subscribed for by the Subscriber in the case
of a public offering that is a “bought deal” shall be issued on a private
placement basis. 

10.3      All of the securities not
subscribed for by the Subscriber within the time limit specified in Section 10.2
will be available for issuance, and may be issued under the Offering, by the
Company to any Person (and in the case of an underwritten offering, to the
underwriter or underwriters) at not less than the issue price set forth in the
Offering Notice or any supplemental notice. 

10.4      The completion of the
issuance to the Subscriber of securities is subject to compliance with all
applicable laws, including the rules of any stock exchange on which the
securities of the Company are listed. 

10.5      The rights in Section 10.1
shall not apply to securities issued: (i) for compensatory purposes to officers,
employees, directors and consultants of the Company, or (ii) pursuant to
convertible or exchangeable securities or contractual obligations outstanding or
in existence prior to the date hereof (each such issuance of securities pursuant
to clause (i) and (ii) hereof being referred to as a “Dilutive Event”).


10.6      The rights in Section 10.1
shall cease to be applicable on the date that the Subscriber (together with its
Affiliates) beneficially owns less than 9.9% of the issued and outstanding
Common Shares (on a non-diluted basis). 

10.7      If Subscriber announces, at
any time on or before September 30, 2013, a transaction (a “Transaction”)
involving (a) an acquisition, merger, arrangement or similar transaction, that
requires approval of the shareholders of Subscriber and/or the shareholders of
any other party to the Transaction, or (b) an equity or equity-linked financing,
Company shall not, during the period commencing on the date of the announcement
of the Transaction and ending on the 90th day after closing or
completion of the Transaction, directly or indirectly sell or dispose of any
more than 95,000 shares of Subscriber per trading day, without the prior written
consent of Subscriber. 




- 20 - 

	11. 	
      CLOSING



11.1      Delivery of the Common
Shares and payment of the Aggregate Subscription Price will be completed at
Closing at the offices of counsel to the Company, Cassels Brock & Blackwell
LLP, 2100 Scotia Plaza, 40 King Street West, Toronto, Ontario on the Closing
Date, if, prior to the Closing Time, the terms and conditions contained in this
Agreement are satisfied in full or waived.

11.2      The obligations of the
Parties are subject to acceptance of the terms of the Offering by the TSXV and
TSX, the conditional listing of the Common Shares on the TSXV and Consideration
Shares on the TSX and all other required regulatory approvals being obtained.
The acceptance of this subscription offer will be conditional upon the sale of
the Common Shares to the Subscriber or the Disclosed Principal, as the case may
be, being exempt from the prospectus and registration requirements under
applicable Securities Laws. 

11.3      The Subscriber acknowledges
and agrees that the obligations of the Company hereunder are conditional on the
accuracy of the representations and warranties of the Subscriber contained in
this Agreement as of the date of this Agreement, and as of the Closing Date as
if made at and as of the Closing Date, and the fulfillment of the following
additional conditions as soon as possible and in any event not later than the
Closing Date: 

	 	(a) 	
      the Company having accepted this Agreement;

	 	 	 	 
	 	(b) 	
      payment by the Subscriber of the Aggregate Subscription
      Price in a manner acceptable to the Company, which payment shall be made,
      unless otherwise agreed to, and subject to the approval of the TSXV and
      the TSX:

	 	 	 	 
	 		(i) 	
      by the Subscriber paying to the Company cash in the
      amount of Cdn.$250,000; and

	 	 	 	 
	 		(ii) 	
      issuing 21,851,411 common shares of the Subscriber to the
      Company (the “Consideration Shares”);

	 	 	 	 
	 	(c) 	
      the Subscriber having properly completed, signed and
      delivered this Agreement with payment to the Company;

	 	 	 	 
	 	(d) 	
      the Subscriber having properly completed, signed and
      delivered, as applicable, pages 1 and 2 of this Agreement, and Appendix I,
      II, III and IV, and any further documentation as required under applicable
      Securities Laws or any stock exchange or other regulatory authority and
      the Subscriber covenants and agrees to do so upon request by the
      Company;

	 	 	 	 
	 	(e) 	
      the Subscriber providing a personal information form for
      Graham G. Moylan, as the Subscriber’s initial Investor Nominee;

	 	 	 	 
	 	(f) 	
      the Offering being completed for at least 14,285,715
      common; and

	 	 	 	 
	 	(g) 	
      the conditions of Closing contained in this Agreement
      being satisfied or waived by the relevant party.



11.4      The Company acknowledges and
agrees that the obligations of the Subscriber hereunder are conditional on the
accuracy of the representations and warranties of the Company contained in this
Agreement as of the date of this Agreement, and as of the Closing Date as if
made at and as of the Closing Date, and the fulfillment of the following
additional conditions as soon as possible and in any event not later than the
Closing Date: 

	 	(a) 	
      the Company having properly completed, signed and
      delivered this Agreement;

	 	 	 
	 	(b) 	
      the Company having properly completed, signed and
      delivered Appendix V, and any further documentation as required under
      applicable Securities Laws or any stock exchange or other regulatory
      authority and the Company covenants and agrees to do so upon request by
      the Subscriber;







- 21 - 

	 	(c) 	
      the Common Shares being issued to the Subscriber;
    and

	 	 	 
	 	(d) 	
      the conditions of Closing contained in this Agreement
      being satisfied or waived by the relevant party.



11.5      If less than a complete copy
of this Agreement is delivered to the Company or the Subscriber, the Company and
the Subscriber and their respective advisors are entitled to assume that each of
the Subscriber and Company accepts and agrees to all the terms and conditions of
the pages not delivered, unaltered. 

	12. 	
      USE OF PERSONAL
INFORMATION



12.1      Each Party (a “Disclosing
Party”), on its own behalf and, if applicable, on behalf of any Disclosed
Principal, acknowledges and consents to the fact that the other Party (a
“Recipient”) is collecting the Disclosing Party’s personal information (as that
term is defined under applicable privacy legislation, including, without
limitation, the Personal Information Protection and Electronic Documents
Act (Canada) and any other applicable similar, replacement or supplemental
provincial or federal legislation or laws in effect from time to time), or that
of each beneficial purchaser for whom it is contracting hereunder, for the
purpose of completing this Agreement. The Disclosing Party, on its own behalf
and, if applicable, on behalf of any Disclosed Principal, acknowledges and
consents to the Recipient retaining such personal information for as long as
permitted or required by law or business practices. The Disclosing Party, on its
own behalf and, if applicable, on behalf of any Disclosed Principal, further
acknowledges and consents to the fact that the Recipient may be required by the
Securities Laws of the Offering Jurisdictions, the rules and policies of any
stock exchange or the rules of the Investment Industry Regulatory Organization
of Canada to provide regulatory authorities with any personal information
provided by the Disclosing Party in this Agreement. The Disclosing Party
represents and warrants, as applicable, that it has the authority to provide the
consents and acknowledgements set out in this paragraph on behalf of each
Disclosed Principal. In addition to the foregoing, the Disclosing Party agrees
and acknowledges that the Recipient may use and disclose the Disclosing Party’s
personal information, or that of each beneficial purchaser for whom it is
contracting hereunder, as follows: 

	 	(a) 	
      for internal use with respect to managing the
      relationships between and contractual obligations of the Recipient and the
      Disclosing Party or any beneficial purchaser for whom it is contracting
      hereunder;

	 	 	 
	 	(b) 	
      for use and disclosure for income tax related
      purposes;

	 	 	 
	 	(c) 	
      disclosure to securities regulatory authorities and other
      regulatory bodies with jurisdiction with respect to reports of trades and
      similar regulatory filings;

	 	 	 
	 	(d) 	
      disclosure to a governmental or other authority to which
      the disclosure is required by court order or subpoena compelling such
      disclosure and where there is no reasonable alternative to such
      disclosure;

	 	 	 
	 	(e) 	
      disclosure to professional advisers of the Recipient in
      connection with the performance of their professional services;

	 	 	 
	 	(f) 	
      disclosure to any person where such disclosure is
      necessary for legitimate business reasons and is made with your prior
      written consent;

	 	 	 
	 	(g) 	
      disclosure to a court determining the rights of the
      Parties under this Agreement; or

	 	 	 
	 	(h) 	
      for use and disclosure as otherwise required or permitted
      by law.







- 22 - 

12.2      The Disclosing Party, on its
own behalf and, if applicable, on behalf of any Disclosed Principal, hereby
acknowledges and consents to: (i) the disclosure by the Disclosing Party and the
Recipient of Personal Information (defined in Section 12.5) concerning the
Disclosing Party to the Regulatory Authorities, or to the TSXV or TSX and their
affiliates, authorized agents, subsidiaries and divisions; and (ii) the
collection, use and disclosure of Personal Information by the TSXV or TSX for
the following purposes (or as otherwise identified by the TSXV or TSX, from time
to time): 

	 	(a) 	
      to conduct background checks;

	 	 	 
	 	(b) 	
      to verify the Personal Information that has been provided
      about the Disclosing Party;

	 	 	 
	 	(c) 	
      to consider the suitability of the Disclosing Party as a
      holder of securities of the Recipient;

	 	 	 
	 	(d) 	
      to consider the eligibility of the Recipient to continue
      to list on the TSXV or TSX;

	 	 	 
	 	(e) 	
      to provide disclosure to market participants as the
      security holdings of the Recipient's shareholders, and their involvement
      with any other reporting issuers, issuers subject to a cease trade order
      or bankruptcy, and information respecting penalties, sanctions or personal
      bankruptcies, and possible conflicts of interest with the
  Recipient;

	 	 	 
	 	(f) 	
      to detect and prevent fraud;

	 	 	 
	 	(g) 	
      to conduct enforcement proceedings; and

	 	 	 
	 	(h) 	
      to perform other investigations as required by and to
      ensure compliance with all applicable rules, policies, rulings and
      regulations of the TSXV, TSX, securities legislation and other legal and
      regulatory requirements governing the conduct and protection of the public
      markets in Canada.



12.3      The Disclosing Party also
acknowledges that: (i) the TSXV and TSX also collect additional Personal
Information from other sources, including securities regulatory authorities in
Canada or elsewhere, investigative law enforcement or self regulatory
organizations, and regulations service providers to ensure that the purposes set
forth above can be accomplished; (ii) the Personal Information the TSXV and TSX
collects may also be disclosed to the agencies and organizations referred to
above or as otherwise permitted or required by law, and they may use it in their
own investigations for the purposes described above; (iii) the Personal
Information may be disclosed on the TSXV's or TSX’s website or through printed
materials published by or pursuant to the direction of the TSXV or TSX; and (iv)
the TSXV and TSX may from time to time use third parties to process information
and provide other administrative services, and may share the information with
such providers. 

12.4      If the Disclosing Party is
resident in or otherwise subject to the Securities Laws applicable in the
Province of Ontario, the information provided by the Disclosing Party on pages 1
and 2 of this Agreement and elsewhere in this Agreement identifying the name,
address and telephone number of the Disclosing Party, the number of Common
Shares being purchased hereunder and the total Aggregate Subscription Price as
well as the Closing Date and the exemption that the Disclosing Party is relying
on in purchasing the Common Shares or Consideration Shares will be disclosed to
the Ontario Securities Commission, and such information is being indirectly
collected by the Ontario Securities Commission under the authority granted to it
under securities legislation. This information is being collected for the
purposes of the administration and enforcement of the securities legislation of
Ontario. Each Disclosing Party (for certainty including each Disclosed
Principal) hereby authorizes the indirect collection of such information to the
Ontario Securities Commission. In the event the Disclosing Party has any
questions with respect to the indirect collection of such information by the
Ontario Securities Commission, the Disclosing Party should contact the Ontario
Securities Commission, Administrative Support Clerk at (416) 593-3684,
facsimile: (416) 593-8122, or in person or writing at Suite 1903, Box 55, 20
Queen Street West, Toronto, Ontario M5H 3S8. 

12.5      As used herein, "Personal
Information" means any information about the Disclosing Party required to be
disclosed to a Commission or the TSXV or TSX, whether pursuant to a Commission
or TSXV or TSX form or a request made by a Commission or the TSXV or TSX,
including the Corporate Placee Registration Form attached hereto as Appendix IV.





- 23 - 

	13. 	
      APPENDICES



13.1      The following are the
Appendices attached to and incorporated in this Agreement by reference and
deemed to be a part hereof: 


	 	Appendix I 	- 	Accredited Investor Questionnaire for the
      Subscriber 
	 	Appendix II 	- 	Institutional Accredited Investor Certificate
    
	 	Appendix III    	-    	Offshore Subscriber Certificate 
	 	Appendix IV 	- 	Corporate Placee Registration Form 
	 	Appendix V 	  	Accredited Investor Questionnaire for the
      Company 



	14. 	
      INTERPRETATION




	14.1 	
      In this Agreement, unless the context otherwise
      requires:

	 	 	 
		(a) 	
      "1933 Act" means the United States Securities Act
      of 1933, as amended;

	 	 	 
		(b) 	
      "Accredited Investor" has the same meaning
      ascribed to that term in NI 45-106;

	 	 	 
		(c) 	
      "Act" means the Securities Act (Ontario),
      the regulations and rules made thereunder and all published policy
      statements, blanket orders, notices, directions and rulings issued or
      adopted by the Ontario Securities Commission, all as amended;

	 	 	 
		(d) 	
      "Affiliate" has the meaning ascribed to such term
      in the Act, as in effect on the date of this Agreement;

	 	 	 
		(e) 	
      "Aggregate Proceeds" has the meaning set out in
      the recitals hereto;

	 	 	 
		(f) 	
      "Aggregate Subscription Price" means the aggregate
      dollar amount of the subscription under this Agreement as set out on the
      face page hereof;

	 	 	 
		(g) 	
      "Agreement" means this subscription agreement
      between the Company and the Subscriber for the purchase of the Common
      Shares and the issuance of the Consideration Shares and includes all
      schedules and appendices attached hereto, in each case as they may be
      amended or supplemented from time to time;

	 	 	 
		(h) 	
      "arm's length" has the meaning given to that term
      in the Tax Act, as now in effect;

	 	 	 
		(i) 	
      "Articles" means the articles of the Company,
      together with any amendments thereto or replacements thereof;

	 	 	 
		(j) 	
      "Associate" has the meaning ascribed to such term
      in the Securities Act (Ontario), as in effect on the date of this
      Agreement;

	 	 	 
		(k) 	
      "Board" means the board of directors of the
      Company;

	 	 	 
		(l) 	
      "Business" means the uranium exploration, mine
      development and mining business of the Company and its subsidiaries as
      described in the Public Disclosure Documents;







- 24 - 

	 	(m) 	
      "Business Day" means any day, other than a
      Saturday, Sunday or statutory holiday in the State of Virginia;

	 	 	 
	 	(n) 	
      "Canadian Subsidiary" means VA Uranium Holdings
      Inc., an indirect, wholly-owned subsidiary of the Company;

	 	 	 
	 	(o) 	
      "Closing" means the issuance and sale of Common
      Shares to the Subscriber in accordance with the terms and conditions of
      this Agreement;

	 	 	 
	 	(p) 	
      "Closing Date" means the date of
Closing;

	 	 	 
	 	(q) 	
      "Closing Time" means 8:00 a.m. (Toronto time) on
      the Closing Date or such other earlier or later time as the Company may
      determine;

	 	 	 
	 	(r) 	
      "Commissions" means the provincial securities
      commission or other regulatory authority in the Offering
    Jurisdictions;

	 	 	 
	 	(s) 	
      "Common Shares" means the common shares in the
      authorized capital of the Company;

	 	 	 
	 	(t) 	
      "Consideration Shares " has the meaning ascribed
      thereto in Section 11.3(b)(ii);

	 	 	 
	 	(u) 	
      "Disclosed Principal" has the meaning ascribed
      thereto in Section 4.1(c)(ii);

	 	 	 
	 	(v) 	
      "Financial Statements" means the audited financial
      statements of the Company as at and for the year ended December 31, 2011,
      including the notes thereto, together with the auditor's report
      thereon;

	 	 	 
	 	(w) 	
      "General Solicitation" or "General
      Advertising" means "general solicitation or general advertising", as
      used under Rule 502(c) of Regulation D under the 1933 Act;

	 	 	 
	 	(x) 	
      "Governmental Entity" means any domestic or
      foreign federal, provincial, regional, state, municipal or other
      government, governmental department, agency, authority or body (whether
      administrative, legislative, executive or otherwise), court, tribunal,
      commission or commissioner, bureau, minister or ministry, board or agency,
      or other regulatory authority, including any securities regulatory
      authorities and stock exchange;

	 	 	 
	 	(y) 	
      "Insider" means (i) a director or an officer of
      the Company; (ii) a director or an officer of a person that is itself an
      insider or a subsidiary of the Company; (iii) a person that has (A)
      beneficial ownership of, or control or direction over, directly or
      indirectly, or (B) a combination of beneficial ownership of, and control
      or direction over, directly or indirectly, securities of an issuer
      carrying more than 10% of the voting rights attached to all the Company's
      outstanding securities, excluding, for the purpose of the calculation of
      the percentage held, any securities held by the person as underwriter in
      the course of a distribution;

	 	 	 
	 	(z) 	
      "Institutional Accredited Investor" means an
      institutional "accredited investor" as such term is in turn defined in
      Rule 501(a)(1), (2), (3) or (7) of Regulation D of the 1933 Act;

	 	 	 
	 	(aa) 	
      "International Jurisdiction" has the meaning
      ascribed thereto in Appendix III;

	 	 	 
	 	(bb) 	
      "Investor Nominee" has the meaning ascribed
      thereto in Section 9.1;

	 	 	 
	 	(cc) 	
      "Laws" means any and all federal, state,
      provincial, regional, local, municipal or other laws, statutes,
      constitutions, principles of common law, resolutions, ordinances,
      proclamations, directives, codes, edicts, Orders, rules, regulations,
      rulings or requirements issued, enacted, adopted, promulgated, implemented
      or otherwise put into effect by or under the authority of any Governmental
      Entity;







- 25 - 

	 	(dd) 	
      "Losses" means, in respect of any matter, all
      claims, complaints, demands, proceedings, actions, causes of action,
      orders, judgments, awards, penalties, fines, losses, damages, liabilities,
      costs and expenses (including, without limitation, any and all legal and
      other professional fees and disbursements and other costs incurred in
      investigating or pursuing or paid in settlement of any of the foregoing)
      arising directly or indirectly as a consequence of such matter; provided,
      however, that "Losses" will exclude any and all punitive damages, damages
      for lost profits and exemplary damages;

	 	 	 
	 	(ee) 	
      "Material Adverse Effect" means any event, change
      or effect that could reasonably be likely to have a materially adverse
      effect on the Business, affairs, capitalization, assets, liabilities,
      results of operations, condition (financial or otherwise) or prospects of
      the Company or on the price or value of the Common Shares, provided that
      it shall not include any event, change or effect on the Business resulting
      from: (i) the announcement of the execution of this Agreement or the
      transaction contemplated herein or the performance of the covenants and
      obligations herein; (ii) any action taken by the Company at the request of
      the Subscriber or as required under this Agreement, or the failure to take
      any action prohibited by this Agreement; (iii) changes in the U.S. or
      Canadian economy or securities or currency markets in general; (iv)
      changes in Canadian or U.S. generally accepted accounting principles; (v)
      any natural disaster; (vi) changes generally affecting the iron ore
      industry; or (vii) any decrease in the market price or any decline in the
      trading volume of Common Shares on the TSX or NYSE Amex (it being
      understood, however, that any event, change or effect causing or
      contributing to any such decreases in market price may constitute a
      Material Adverse Effect and may be taken into account in determining
      whether a Material Adverse Effect has occurred);

	 	 	 
	 	(ff) 	
      "NI 43-101" means National Instrument 43-101 –
      Standards of Disclosure for Mineral Projects published by the Canadian
      Securities Administrators;

	 	 	 
	 	(gg) 	
      "NI 45-102" means National Instrument 45-102
      Resale of Securities published by the Canadian Securities
      Administrators;

	 	 	 
	 	(hh) 	
      "NI 45-106" means National Instrument 45-106
      "Prospectus and Registration Exemptions" published by the Canadian
      Securities Administrators;

	 	 	 
	 	(ii) 	
      "NI 51-102" means National Instrument 51-102 –
      Continuous Disclosure Obligations published by the Canadian Securities
      Administrators;

	 	 	 
	 	(jj) 	
      "NI 52-109" means National Instrument 52-109 –
      Certification of Disclosure in Issuers' Annual and Interim Filings
      published by the Canadian Securities Administrators;

	 	 	 
	 	(kk) 	
      "Notice of Articles" means the notice of articles
      of the Company, together with any amendment thereto or replacement
      thereof;

	 	 	 
	 	(ll) 	
      "Offering" has the meaning ascribed thereto in
      Section 2.1;

	 	 	 
	 	(mm) 	
      "Offering Jurisdictions" means the provinces of
      Canada where any of the purchasers in the Offering are resident;

	 	 	 
	 	(nn) 	
      "Order" means any judgment, decision, decree,
      injunction, ruling, writ, assessment, determination or order of any
      Governmental Entity that is binding on any Person or its property under
      applicable Law;

	 	 	 
	 	(oo) 	
      "Parties" or "Party" means the Subscriber,
      the Company or both, as the context requires;








- 26 - 

	 	(pp) 	
      "Permit" means any permit, lease, licence, claim,
      certificate, order, grant, approval, consent, registration, closure plan
      or other authorization of or from any Governmental Entity and includes any
      permit necessary to explore for, exploit, develop, mine, produce or refine
      minerals;

	 	 	 	 	 
	 	(qq) 	
      "Person" means and includes any individual,
      company, limited partnership, general partnership, joint stock company,
      limited liability company, joint venture, association, company, trust,
      bank, trust company, pension fund, business trust or other organization,
      whether or not a legal entity and any Governmental Entity;

	 	 	 	 	 
	 	(rr) 	
      "Pro Group" means the "Pro Group" as defined under
      the policies of the TSXV, as follows:

	 	 	 	 	 
	 		(i) 	
      subject to subparagraphs (ii), (iii) and (iv) hereof,
      "Pro Group" includes, either individually or as a group:

	 	 	 	 	 
	 			(A) 	
      the member of the TSXV;

	 	 	 	 	 
	 			(B) 	
      employees of the member;

	 	 	 	 	 
	 			(C) 	
      partners, officers and directors of the member;

	 	 	 	 	 
	 			(D) 	
      affiliates of the member; and

	 	 	 	 	 
	 			(E) 	
      associates of any parties referred to in subparagraphs
      (i) through (iv);

	 	 	 	 	 
	 		(ii) 	
      the TSXV may, in its discretion, include a person or
      party in the Pro Group for the purposes of a particular calculation where
      the TSXV determines that the person is not acting at arm's length of the
      member;

	 	 	 	 	 
	 		(iii) 	
      the TSXV may, in its discretion, exclude a person from
      the Pro Group for the purposes of a particular calculation where the TSXV
      determines that the person is acting at arm's length of the member;
    and

	 	 	 	 	 
	 		(iv) 	
      the TSXV may deem a person who would otherwise be
      included in the Pro Group pursuant to subparagraph (i) to be excluded from
      the Pro Group where the TSXV determines that:

	 	 	 	 	 
	 			(A) 	
      the person is an affiliate or associate of the member
      acting at arm's length of the member;

	 	 	 	 	 
	 			(B) 	
      the associate or affiliate has a separate corporate and
      reporting structure;

	 	 	 	 	 
	 			(C) 	
      there are sufficient controls on information flowing
      between the member and the associate or affiliate; and

	 	 	 	 	 
	 			(D) 	
      the member maintains a list of such excluded
    persons;

	 	 	 	 	 
	 	(ss) 	
      "Public Disclosure Documents" means, collectively,
      all of the documents which have been filed by or on behalf of the Company
      prior to the Closing Time with the relevant Regulatory Authorities
      pursuant to the requirements of Securities Laws, including all documents
      filed on www.sedar.com;

	 	 	 	 	 
	 	(tt) 	
      "Related Party" means, with respect to any person
      (the "first named person"), any person that does not deal at arm's length
      with the first named person or is an Associate of the first named person
      and, in the case of the Company, means (a) any director, officer, employee
      or Associate of the Company, (b) any person that does not deal at arm's
      length with the Company, (c) any person that does not deal at arm's length
      with, or is an Associate of, a director, officer, employee or Associate of
      the Company, and (d) any person who beneficially owns Common Shares
      representing more than 10% of the total number of issued and outstanding
      Common Shares;







- 27 - 

	 	 	 
	 	(uu) 	
      "Registrant" means a person registered or required
      to be registered under applicable securities legislation of
  Canada;

	 	 	 
	 	(vv) 	
      "Regulation S" means Regulation S promulgated
      under the 1933 Act;

	 	 	 
	 	(ww) 	
      "Regulatory Authorities" means the Commissions and
      the securities regulatory authorities in the United States and/or an
      International Jurisdiction;

	 	 	 
	 	(xx) 	
      "Securities Laws" means, as applicable, the
      securities legislation and securities laws of the United States, each
      International Jurisdiction, each Offering Jurisdiction and the regulations
      and rules made thereunder and all published policy statements, blanket
      orders, notices, directions and ruling issued or adopted by the Regulatory
      Authorities, collectively;

	 	 	 
	 	(yy) 	
      "Subscriber" has the meaning ascribed thereto on
      the face page of this Agreement;

	 	 	 
	 	(zz) 	
      “Subscriber’s Business” means the uranium
      exploration, mine development, mining and milling business of the
      Subscriber and its subsidiaries as described in the Subscriber’s Public
      Disclosure Documents;

	 	 	 
	 	(aaa) 	
      "Subscriber's Nominee" means the nominee of the
      Subscriber to be appointed to the Board on the Closing Date;

	 	 	 
	 	(bbb) 	
      “Subscriber’s Public Disclosure Documents” means,
      collectively, all of the documents which have been filed by or on behalf
      of the Subscriber prior to the Closing Time with the relevant Regulatory
      Authorities pursuant to the requirements of Securities Laws, including all
      documents filed on www.sedar.com;

	 	 	 
	 	(ccc) 	
      "Technical Report" means the technical report
      titled “NI 43 – 101 Preliminary Economic Assessment Update, Coles Hill
      Uranium Property, Pittsylvania County, Virginia, United States Of America”
      dated September 6, 2012 and prepared by Lyntek Inc. and BRS
      Engineering;

	 	 	 
	 	(ddd) 	
      “TSX” means the Toronto Stock Exchange;

	 	 	 
	 	(eee) 	
      "TSXV" means the TSX Venture Exchange
  Inc.;

	 	 	 
	 	(fff) 	
      "United States" means the United States of
      America, its territories or possessions, any State of the United States
      and the District of Columbia;

	 	 	 
	 	(ggg) 	
      "U.S. Person" means a "U.S. person" as that term
      is defined in Regulation S; and

	 	 	 
	 	(hhh) 	
      "U.S. Subsidiary" means Virginia Uranium, Inc., an
      indirect, wholly-owned subsidiary of the Company.



14.2      Time is of the essence of
this Agreement and will be calculated in accordance with the provisions of the
Legislation Act (Ontario). 

14.3      This Agreement is to be read
with all changes in gender or number as required by the context. 

14.4      The headings in this
Agreement are for convenience of reference only and do not affect the
interpretation of this Agreement. 




- 28 - 

14.5      Unless otherwise indicated,
all dollar amounts referred to in this Agreement are in lawful currency of
Canada. 

14.6      This Agreement, any
amendment, addendum or supplement hereto, and all other documents relating
hereto shall be governed by and construed in accordance with the internal laws
of the Province of Ontario, and the federal laws of Canada applicable therein,
governing contracts made and to be performed wholly therein, and without
reference to its principles governing the choice or conflict of laws. The
Parties irrevocably attorn and submit to the exclusive jurisdiction of the
courts of the Province of Ontario with respect to any dispute related to or
arising from this Agreement. 

14.7      Whether or not explicitly
stated in this Agreement, any acknowledgement, representation, warranty,
undertaking, covenant or agreement made by the Subscriber in this Agreement,
including the Schedules hereto, will be treated as if, and be deemed to have
been, also made by each person on whose behalf the Subscriber is contracting.


14.8      Common Shares issued
pursuant to a Dilutive Event will not be considered to be "outstanding" when
determining the Subscriber’s percentage ownership interest in the Company for
purposes of the rights described in Section 9. 

	15. 	
      MISCELLANEOUS



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

15.2      Each Party (the “First
Party”) acknowledges that the other Party’s counsel is acting as counsel to the
other Party and not as counsel to the First Party. 

15.3      Each Party, 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,
subject to the terms hereof , may not be withdrawn, cancelled, terminated or
revoked by the other Party on its own behalf and, if applicable, on behalf of
others for whom it is contracting, without the consent of both Parties. 

15.4      Each Party (an “Indemnifying
Party”) agrees to indemnify and hold harmless the other Party and its respective
directors, officers, employees, agents, advisers and shareholders (the
“Indemnified Group”) 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, law suit, administrative proceeding or
investigation whether commenced or threatened) arising out of or based upon any
representation or warranty of the Indemnifying Party contained herein or in any
document furnished by the Indemnifying Party to the any of the Indemnified Group
in connection herewith being untrue in any material respect or any breach or
failure by the Indemnifying Party to comply with any covenant or agreement made
by the Indemnifying Party herein or in any document furnished by the
Indemnifying Party to any of the Indemnified Group in connection herewith. The
indemnity provided in this Section 15.4 shall survive the Closing for the
applicable statute of limitations period. 

15.5      This Agreement is intended
to and shall take effect on the Closing Date, notwithstanding its actual date of
execution or delivery by any of the Parties. 

15.6      If any one or more of the
provisions contained in this Agreement should be invalid, illegal or
unenforceable in any respect in any jurisdiction, the validity, legality and
enforceability of such provision or provisions shall not in any way be affected
or impaired thereby in any other jurisdiction and the validity, legality and
enforceability of the remaining provisions contained herein shall not in any way
be affected or impaired thereby, unless in either case as a result of such
determination this Agreement would fail of its essential purpose. 




- 29 - 

15.7      This Agreement, which
includes any interest granted or right arising under this Agreement, may not be
assigned or transferred. 

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

15.9      Subject to Section
11.411.5, the Parties may amend this Agreement only in
writing. 

15.10      This Agreement enures to
the benefit of and is binding upon the Parties and, as the case may be, their
respective heirs, executors, administrators and, successors. 

15.11      A Party will give all
notices or other written communications to the other Party concerning this
Agreement by hand or by a widely recognized international courier addressed to
such other Party's respective address which is noted on the cover page of this
Agreement. 

15.12      The Parties hereby agree
and confirm that they have requested that this Agreement, as well as all notices
and other documents contemplated hereby, be drawn up in the English language
only. Les Parties aux présentes reconnaissent et confirment qu'elles ont convenu
que la présente convention ainsi que tous les avis et documents, qui s'y
rattachent soient rédigés en anglais. 

15.13      This Agreement may be
executed in counterparts, each of which when delivered will be deemed to be an
original and all of which together will constitute one and the same document and
the Company will be entitled to rely on delivery by facsimile machine or PDF of
an executed copy of this subscription, and acceptance by the Company of such
facsimile copy or PDF will be equally effective to create a valid and binding
agreement between the Subscriber and the Company as if the Company had accepted
the subscription originally executed by the Subscriber. 

__________ 

REMAINDER OF PAGE INTENTIONALLY LEFT BLANK 




APPENDIX I 

ACCREDITED INVESTOR QUESTIONNAIRE FOR THE
SUBSCRIBER 

	To: 	Virginia Energy Resources Inc. (the
      "Company") 


The Subscriber is a resident of
Canada, or a jurisdiction outside Canada and the United States, and hereby
represents, warrants and certifies to the Company that the Subscriber is an
"accredited investor", as such term is defined in National Instrument 45-106 –
Prospectus and Registration Exemptions ("NI 45-106") and, as at the time
the subscription for Common Shares is accepted by the Company, the Subscriber
will fall within one or more of the following categories (Please check one or
more, as applicable): 

ACCREDITED INVESTOR STATUS 

	 	The undersigned represents and warrants that it,
      he or she is [check each applicable item]: 
	 	  	  
	______	(a) 	a Canadian financial institution, or Schedule
      III Bank; 
	 	  	  
	______ 	(b) 	the Business Development Bank of Canada
      incorporated under the Business Development Bank of Canada Act
      (Canada); 
	 	  	  
	______ 	(c) 	
      a subsidiary of any person referred to in paragraphs (a)
      or (b), if the person owns all of the voting securities of the subsidiary,
      except the voting securities required by law to be owned by directors of
      that subsidiary; 

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

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

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

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

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

	 	  	
       

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

	 	  	
       

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







- 2 - 

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

	 	  	  	  
	______	(l) 	an individual who, either alone or
      with a spouse, has net assets of at least $5,000,000; 
	 	  	  	  
	______ 	(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; 
	 	  	  	  
	______	(n) 	an investment fund that distributes
      or has distributed its securities only to: 
	 	  	  	  
	 	  	(i) 	
      a person that is or was an accredited investor at the
      time of the distribution, 

	 	  	  	
      

			(ii) 	
      a person that acquires or acquired securities in the
      circumstances referred to in Sections 2.10 – Minimum Amount Investment and
      2.19 – Additional Investment in Investment Funds of NI 45-106, or;
  

	 	  	  	
      

			(iii) 	
      a person described in paragraph (i) or (ii) that acquires
      or acquired securities under Section 2.18 – Investment Fund Reinvestments
      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
      adviser or an adviser registered under the securities legislation of the
      jurisdiction of the registered charity to give advice on the securities
      being traded; 

	 	  	  	  
	______ 	(s) 	
      an entity organized in a foreign jurisdiction that is
      analogous to any of the entities referred to in paragraphs (a) through (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 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 







- 3 - 


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



IN WITNESS WHEREOF, the undersigned has executed this
Questionnaire as of the _______________day of
_____________________________________, 2012. 

	If a Corporation, Partnership or Other Entity: 	 	If an Individual: 
	 	 	 
	Name of Entity 	 	Signature 
	 	 	 
	Type of Entity 	 	Print or Type Name 
	 	 	 
	Signature of Person Signing 	 	  
	 	 	 
	Print or Type Name and Title of Person Signing 	 	  


For the purposes of this certificate, the following definitions
are included for convenience:

"Canadian financial institution" means 

	 	(i) 	
      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

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



"director" means 

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

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



"eligibility adviser" means

	 	(i) 	
      a person that is registered as an investment dealer and
      authorized to give advice with respect to the type of security being
      distributed, and

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

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

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







- 4 - 

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

	 	(i) 	
      a chair, vice-chair or president,

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

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



"financial assets" means 

	 	(i) 	
      cash,

	 	 	 
	 	(ii) 	
      securities, or

	 	 	 
	 	(iii) 	
      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; 

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


	 	(i) 	
      acting alone, in conjunction, or in concert with one or
      more persons, directly or indirectly, takes the initiative in founding,
      organizing or substantially reorganizing the business of the issuer,
      and

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



"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; 

"insider" means 

	 	(i) 	
      a director or an officer of the Company,

	 	 	 	 
	 	(ii) 	
      a director or an officer of a person that is itself an
      insider or a subsidiary of the Company,

	 	 	 	 
	 	(iii) 	
      a person that has

	 	 	 	 
	 		(A) 	
      beneficial ownership of, or control or direction over,
      directly or indirectly, or

	 	 	 	 
	 		(B) 	
      a combination of beneficial ownership of, and control or
      direction over, directly or indirectly, securities of an issuer carrying
      more than 10% of the voting rights attached to all the Company's
      outstanding securities, excluding, for the purpose of the calculation of
      the percentage held, any securities held by the person as underwriter in
      the course of a distribution.



"investment fund" means a mutual fund or a
non-redeemable investment fund, and, for greater certainty in British Columbia,
includes an EVVC and a VCC (as such terms are defined in National Instrument
81-106 – Investment Fund Continuous Disclosure); 

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

"local jurisdiction" means the jurisdiction in
which the Canadian securities regulatory authority is situate; 

"non-redeemable investment fund"
means an issuer, 

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

	 	 	 	 
	 	(ii) 	
      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
      non-redeemable 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

	 	 	 	 
	 	(iii) 	
      that is not a mutual fund;







- 5 - 

"registrant" means a person registered or required to be
registered under applicable securities legislation of Canada. 

"person" includes 

	 	(i) 	
      an individual,

	 	 	 
	 	(ii) 	
      a corporation,

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

	 	 	 
	 	(iv) 	
      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, Director or Superintendent of the local jurisdiction or
Registrar or Autorité des marchés financiers, as the case may be; 

"related liabilities" means 

	 	(i) 	
      liabilities incurred or assumed for the purpose of
      financing the acquisition or ownership of financial assets, or

	 	 	 
	 	(ii) 	
      liabilities that are secured by financial
  assets;



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

"spouse" means, an individual who, 

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

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

	 	 	 
	 	(iii) 	
      in Alberta, is an individual referred to in paragraph (i)
      or (ii), 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.


All monetary references in this Schedule are in Canadian
Dollars. 

__________





APPENDIX II 

INSTITUTIONAL ACCREDITED INVESTOR CERTIFICATE


	To: 	Virginia Energy Resources Inc. (the
      "Company") 


Capitalized terms used in this Appendix II and defined in the
Agreement to which the Appendix II is attached have the meaning defined in the
Agreement unless otherwise defined herein. 

The undersigned (the "Subscriber") (on its behalf, and
including if applicable, on behalf of each Disclosed Principal) represents,
warrants and covenants (which representations, warranties and covenants shall
survive the Closing) to the Company (and acknowledges that the Company is
relying thereon) that: 

1.      It is an Institutional
Accredited Investor that, in the normal course of business, invests in or
purchases securities similar to the Common Shares, and it is a highly
sophisticated investor that has such knowledge and experience in financial and
business matters that it is capable of evaluating the merits and risks of its
investments in the Common Shares, and it, and any accounts for which it is
acting, is able to bear the economic risk, and sustain a complete loss, of such
investment in the Common Shares. It, and any accounts for which it is
purchasing, has no need for liquidity with respect to its investment in the
Common Shares and have no reason to anticipate any change in its circumstances,
financial or otherwise, which may cause or require any sale or distribution by
us of all or any part of the Common Shares. It is purchasing the Common Shares
for its own account or for a Disclosed Principal, for investment purposes only
and not with a view to resale or distribution of the Common Shares in violation
of U.S. Securities Laws; 

2.      it, and if
applicable, each Disclosed Principal for whose account it is purchasing the
Common Shares is an Institutional Accredited Investor that satisfies one or more
of the categories of Institutional Accredited Investor indicated below (the
Subscriber must initial "SUB" for the Subscriber, and "DP" for each Disclosed
Principal, if any, on the appropriate line(s)): 

	_____ 	Category 1.    	A bank, as defined in Section 3(a)(2) of the
      1933 Act, whether acting in its individual 
	 	  	or fiduciary capacity; or 
	 	  	  
	_____	Category 2. 	
      A savings and loan association or other institution as
      defined in Section 3(a)(5)(A) of  the 1933 Act, whether acting
      in its individual or fiduciary capacity; or 

	 	  	
      

	_____ 	Category 3. 	
      A broker or dealer registered pursuant to Section 15 of
      the United States Securities Exchange Act of 1934, as amended; or
  

	 	  	
      

	_____	Category 4. 	
      An insurance company as defined in Section 2(13) of the
      1933 Act; or 

	 	  	
      

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

	 	  	
      

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


	 	  	
      

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








- 2 - 

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

	 	  	
      

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

	 	  	
      

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

	 	  	
      

	_____ 	Category 11. 	
      A trust, with total assets in excess of U.S. $5,000,000,
      not formed for the specific purpose of acquiring the securities offered,
      whose purchase is directed by a sophisticated person as described in Rule
      506(b)(2)(ii) under the 1933 Act. 



3.      If it is acquiring the Common
Shares as a fiduciary or agent for one or more investor accounts, 

(i)      each such account is an
Institutional Accredited Investor, 

(ii)     it has investment discretion with
respect to each account, and 

(iii)    it has full power and authority to make
the representations, warranties, agreements and acknowledgements herein on
behalf of each such account. 

4.      It acknowledges that neither
the Company nor any of its affiliates nor any other person has made any
representations, express or implied, to it with respect to the Company, the
Offering, the Common Shares or the accuracy, completeness or adequacy of any
financial or other information concerning the Company, the Offering or the
Common Shares, other than (in the case of the Company and its affiliates only)
the information contained on SEDAR regarding the Company.

5.      It will make its own
independent investigation and appraisal of the business, results, financial
condition, prospects, creditworthiness, status and affairs of the Company, and
it will make its own investment decision to acquire the Common Shares. It
understands that there may be certain consequences under U.S. and other tax laws
resulting from an investment in the Common Shares, and it will make such
investigation and consult such tax and other advisors with respect thereto as it
deems appropriate. It further understands that the Company makes no
determination or representation as to its "passive foreign investment company"
status within the meaning of section 1297 of the U.S. Internal Revenue Code of
1986, as amended (a "PFIC"), for the fiscal year 2012. It also will
satisfy itself concerning, without limitation, the effects of U.S. federal,
state and local income tax laws and foreign tax laws on its investment in the
Common Shares. 

6.      Any Common Shares it acquires
will be for its own account (or for the account of an Institutional Accredited
Investor as to which it exercises sole investment discretion and have authority
to make the statements contained in this certificate) for investment purposes,
and not with a view to resale or distribution within the meaning of the U.S.
federal securities laws, subject to the understanding that the disposition of
its property shall at all times be and remain within its control. 

7.      It understands the Common
Shares are being offered by the Company in a transaction not involving any
public offering in the United States within the meaning of the 1933 Act and that
the Common Shares have not been and will not be registered under the 1933 Act or
under the securities laws of any state or other jurisdiction of the United
States. It acknowledges and agrees that it is not acquiring or taking up the
Common Shares as a result of any General Solicitation or General Advertising,
including advertisements, articles, notices or other communications published in
any newspaper, magazine or similar media or broadcast over the radio or
television, on the internet, or as a result of any seminar or meeting whose
attendees have been invited by General Solicitation or General Advertising.




- 3 - 

8.      It understands (and each
beneficial owner of the Common Shares of the Company for which it is acting has
been advised and understands) that any offer and sale of the Common Shares to it
is being made to it by the Company in reliance on an exemption from the
registration requirements of the 1933 Act in a transaction not involving any
public offering and that the Common Shares will be "restricted securities"
within the meaning of Rule 144(a)(3) under the 1933 Act. 

9.      It agrees, on its own behalf
and on behalf of any accounts for which it is acting, that as long as the Common
Shares are "restricted securities" within the meaning of Rule 144(a)(3) under
the 1933 Act, it will not reoffer, resell, pledge or otherwise transfer the
Common Shares, except: 

(i)      to the Company; 

(ii)      in an offshore transaction
in accordance with Rule 903 or Rule 904 of Regulation S under the 1933 Act
(which, for the avoidance of doubt, includes a sale over the TSX or TSXV
provided such sale is not pre-arranged with a buyer which is a U.S. Person) and
in accordance with applicable local laws and regulations; 

(iii)     in a transaction in accordance
with Rule 144 or 144A under the 1933 Act, if available; or 

(iv)    pursuant to a transaction that does
not require registration under the 1933 Act or any applicable state securities
laws, 

in each case, in accordance with any applicable securities laws
of any state or other jurisdiction of the United States. It understands (and
each beneficial owner of the Common Shares of the Company for which it is acting
has been advised and understands) that no representation has been made to it by
the Company as to the availability of Rule 144 or 144A under the 1933 Act or any
other exemption under the 1933 Act or any state securities laws for the offer,
resale, pledge or transfer of the Common Shares. It acknowledges that it will
inform any party to which it transfers Common Shares of the restrictions
contained herein and that such party and its transferees shall be subject to the
restrictions contained herein, as applicable, and that any transfer of such
Securities shall be conditioned upon such transferee agreeing to such
restrictions. 

10.      It acknowledges that its
acquisition of the Common Shares is subject to and based upon all the terms,
conditions, representations, warranties, acknowledgements, agreements and
undertakings and other information contained in this certificate and, the
Subscription Agreement.

11.      It understands that, to the
extent the Common Shares are delivered in certificated form, the certificate
delivered in respect of the Common Shares will bear a legend substantially to
the following effect for so long as the securities are "restricted securities"
within the meaning of Rule 144(a)(3) under the 1933 Act: 

"THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT
BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
"1933 ACT") OR APPLICABLE STATE SECURITIES LAWS. THE HOLDER HEREOF, BY
PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE COMPANY THAT SUCH
SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR
INDIRECTLY, ONLY (A) TO THE COMPANY, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE
WITH RULE 904 OF REGULATION S UNDER THE 1933 ACT AND IN COMPLIANCE WITH ALL
APPLICABLE LOCAL LAWS AND REGULATIONS, (C) IN COMPLIANCE WITH THE EXEMPTION FROM
THE REGISTRATION REQUIREMENTS UNDER THE 1933 ACT PROVIDED BY RULE 144 OR RULE
144A THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE LOCAL LAWS AND
REGULATIONS, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER
THE 1933 ACT OR ANY APPLICABLE STATE LAWS, AND THE HOLDER HAS, PRIOR TO SUCH
SALE, UNDER (C) OR (D) ABOVE, FURNISHED TO THE COMPANY AN OPINION OF COUNSEL OF
RECOGNIZED STANDING OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE IN FORM AND
SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY. DELIVERY OF THIS CERTIFICATE
MAY NOT CONSTITUTE THESE SECURITIES MAY NOT CONSTITUTE "GOOD DELIVERY" IN
SETTLEMENT OF TRANSACTIONS ON CANADIAN STOCK EXCHANGES. IF THE COMPANY IS A
"FOREIGN ISSUER" WITHIN THE MEANING OF REGULATION S AT THE TIME OF TRANSFER
PURSUANT TO RULE 904 OF REGULATION S, A NEW CERTIFICATE, BEARING NO LEGEND, MAY
BE OBTAINED FROM THE TRANSFER AGENT OF THE COMPANY UPON DELIVERY OF THIS
CERTIFICATE AND A DULY EXECUTED DECLARATION, IN A FORM SATISFACTORY TO THE
TRANSFER AGENT OF THE COMPANY AND THE COMPANY AND, IF SO REQUIRED BY THE
TRANSFER AGENT OF THE COMPANY, AN OPINION OF COUNSEL OR OTHER EVIDENCE IN FORM
AND SUBSTANCE REASONABLY SATISFACTORY TO THE TRANSFER AGENT OF THE COMPANY, TO
THE EFFECT THAT THE SALE OF THE SECURITIES REPRESENTED HEREBY IS BEING MADE IN
COMPLIANCE WITH RULE 904 OF REGULATION S" 




- 4 - 

provided that, if any Common Shares are being sold in
accordance with Rule 904 of Regulation S, and if the Company is a "foreign
issuer" within the meaning of Regulation S at the time of sale, the legend may
be removed by providing to the Company's registrar and transfer agent (i) a
declaration in the form attached hereto as Schedule I to this Appendix II (or as
the Company may prescribe from time to time) and (ii) if required by the
Company's registrar and transfer agent, an opinion of counsel, of recognized
standing reasonably satisfactory to the Company, or other evidence reasonably
satisfactory to the Company, that the proposed transfer may be effected without
registration under the 1933 Act; and provided, further, that, if any
Common Shares are being sold under Rule 144, the legend may be removed by
delivering to the Company's registrar and transfer agent an opinion of counsel
of recognized standing reasonably satisfactory to the Company, that the legend
is no longer required under applicable requirements of the 1933 Act or state
securities laws. 

12.      It understands and
acknowledges that the Company shall have no obligation to recognize any offer,
sale, pledge or other transfer made other than in compliance with the
restrictions on transfer set forth and described herein and that the Company may
make notation on its records or give instructions to CDS in order to implement
such restrictions. 

13.      It confirms that, to the
extent it is acquiring the Common Shares for the account of one or more other
persons, (a) it has been duly authorized to sign this certificate and make the
confirmations, acknowledgements and agreements set forth herein on their behalf
and (b) the provisions of this certificate constitute legal, valid and binding
obligations of it and any other person for whose account it is acting. 

14.      It irrevocably authorizes the
Company, its affiliates and any person acting on their behalf to rely upon and
produce this certificate or a copy hereof to any interested party in any
administrative or legal proceedings, dispute or official inquiry with respect to
the matters covered hereby. 

15.      It understands and
acknowledges that the Company (i) is not obligated to remain a "foreign issuer,"
(ii) may not, at the time the Common Shares are resold by the Subscriber or at
any other time, be a foreign issuer, and (iii) may engage in one or more
transactions which could cause the Company not to be a foreign issuer. 

16.      It understands and
acknowledges that (i) if the Company is deemed to have been at any time
previously an issuer with no or nominal operations and no or nominal assets
other than cash and cash equivalents, Rule 144 under the 1933 Act may not be
available for resales of the Common Shares and (ii) the Company is not obligated
to make Rule 144 under the 1933 Act available for resales of such Common Shares.


17.      It understands and agrees
that the financial statements of the Company have been prepared in accordance
with Canadian generally accepted accounting principles, which differ in some
respects from United States generally accepted accounting principles, and thus
may not be comparable to financial statements of United States companies. 




- 5 - 

18.      The terms and provisions of
this certificate shall inure to the benefit of and shall be enforceable by the
Company and its successors and permitted assigns, and the terms and provisions
hereof shall be binding on its permitted successors in title, permitted assigns
and permitted transferees. 

19.      It understands that the
foregoing representations, warranties, agreements and acknowledgements are
required in connection with United States and other securities laws and that the
Company, its affiliates and others are entitled to rely upon the truth and
accuracy of the representations, warranties, agreements and acknowledgements
contained herein. It agrees that if any of the representations, warranties,
agreements and acknowledgements made herein is no longer accurate, it shall
promptly notify the Company. All representations, warranties, agreements and
acknowledgements it has made in this certificate shall survive the execution and
delivery hereof. 

The Subscriber undertakes to notify the Company immediately of
any change in any representation, warranty or other information relating to the
Subscriber or any Disclosed Principal set forth herein which takes place prior
to the Closing. 

IN WITNESS WHEREOF, the undersigned has executed this
certificate as of the ___ day of _______________, 2012. 

	By Institution: 	__________________________________
	 	 
	Duly Authorized Signature: 	__________________________________


Name: 
Title: 

	Institution's Address: 	__________________________________
	 	 
	 	__________________________________
	 	 
	 	__________________________________
	 	 
	Daytime Telephone Number: 	__________________________________
	 	 
	If signing on behalf of another person, please
    indicate  	 
	 the capacity in which signed: 	__________________________________
	 	 
	 	__________________________________


Please note that this Institutional Accredited Investor
certificate does not represent an order to purchase securities. 




- 6 - 

Schedule I to Appendix II 

FORM OF DECLARATION FOR REMOVAL OF LEGEND 

	TO: 	Computershare Investor Services Inc. 
	  	as registrar and transfer agent for the 
	  	securities of Virginia Energy Resources Inc.
      (the "Company") 


The undersigned (a) acknowledges that the sale of
_______________________of the Company represented by certificate no.
____________to which this declaration relates is being made in reliance on Rule
904 of Regulation S under the United States Securities Act of 1933, as amended
(the "U.S. Securities Act"), and (b) certifies that (1) the undersigned
is not an "affiliate" (as that term is defined in Rule 405 under the U.S.
Securities Act) of the Company, (2) the offer or sale of such securities was not
made to a person in the United States and either (A) at the time the buy order
was originated, the buyer was outside the United States, or the seller and any
person acting on its behalf reasonably believed that the buyer was outside the
United States, or (B) the transaction was executed in, on or through the
facilities of a designated offshore securities market and neither the seller nor
any person acting on its behalf knew that the transaction has been prearranged
with a buyer in the United States, (3) neither the seller nor any affiliate of
the seller nor any person acting on any of their behalf has engaged or will
engage in any "directed selling efforts" in the United States in connection with
the offer and sale of such securities, (4) the offer or sale is bona fide and
not for the purpose of "washing off" the resale restrictions imposed because the
securities are "restricted securities" (as such term is defined in Rule
144(a)(3) under the U.S. Securities Act), (5) the seller does not intend to
replace such securities with fungible unrestricted securities and (6) the
contemplated offer or sale is not a transaction, or part of a series of
transactions which, although in technical compliance with Regulation S under the
U.S. Securities Act, is part of a plan or scheme to evade the registration
provisions of the U.S. Securities Act. Terms used herein have the meanings given
to them by Regulation S under the U.S. Securities Act. 

	Dated:  ___________________________________	 	___________________________________
	 	 	Name of Seller 
	 	 	  
	 	 	By:   
      ______________________________
	 	 	Name: 
	 	 	Title: 






APPENDIX III 

OFFSHORE SUBSCRIBER CERTIFICATE 

(Residents of Jurisdictions other than
Canada and the United States) 

	To: 	Virginia Energy Resources Inc. (the
      "Company") 


Capitalized terms used in this
Appendix III and defined in the Agreement to which the Appendix III is attached
have the meaning defined in the Agreement unless otherwise defined herein. 

The undersigned (the
"Subscriber") represents, warrants and covenants (which representations,
warranties and covenants shall survive the Closing) to the Company and
acknowledges that the Company is relying thereon that: 

	 	(1) 	
      The Subscriber is, and each beneficial purchaser for whom
      the Subscriber may be acting as trustee or agent is, a resident of a
      country (an "International Jurisdiction") other than Canada or the
      United States and the decision to subscribe for Common Shares was taken in
      such International Jurisdiction.

	 	 	 
	 	(2) 	
      The delivery of the Subscription Agreement, the
      acceptance of it by the Company and the issuance of the Common Shares to
      the Subscriber, or any beneficial purchaser, complies with all laws
      applicable to the Subscriber and such beneficial purchaser, including the
      laws of such Subscriber's jurisdiction of residence, and all other
      applicable laws, and will not cause the Company to become subject to, or
      require it to comply with, any disclosure, prospectus, filing or reporting
      requirements under any applicable laws of the International
      Jurisdiction.

	 	 	 
	 	(3) 	
      The Subscriber, and each such beneficial purchaser, is
      knowledgeable of, or has been independently advised as to, the application
      or jurisdiction of the Securities Laws of the International Jurisdiction
      which would apply to the acquisition of the Common Shares by the
      Subscriber.

	 	 	 
	 	(4) 	
      The Subscriber, and each such beneficial purchaser, is
      subscribing for the Common Shares pursuant to exemptions from the
      prospectus, financial promotion and registration requirements (or their
      equivalent) under the applicable Securities Laws of that International
      Jurisdiction or, if such is not applicable, each is permitted to subscribe
      for the Common Shares under the applicable Securities Laws of the
      International Jurisdiction without the need to rely on such an
      exemption.

	 	 	 
	 	(5) 	
      The applicable Securities Laws do not require the Company
      to register any of the Common Shares, file a prospectus or similar
      document, or make any filings or disclosures or seek any approvals of any
      kind whatsoever from any regulatory authority of any kind whatsoever in
      the International Jurisdiction.

	 	 	 
	 	(6) 	
      The Subscriber confirms that the purchase of the Common
      Shares by the Subscriber does not trigger: (a) an obligation of the
      Company to prepare and file a registration statement, prospectus or
      similar document, or any other report with respect to such purchase in the
      International Jurisdiction; or (b) continuous disclosure reporting
      obligations of the Company in the International Jurisdiction.

	 	 	 
	 	(7) 	
      The Subscriber will not sell, transfer or dispose of the
      Common Shares except in accordance with all applicable laws, including
      applicable Securities Laws of Canada and the United States, and the
      Subscriber acknowledges that the Company shall have no obligation to
      register any such purported sale, transfer or disposition which violates
      applicable Canadian or United States Securities
Laws.







- 2 - 

	 	 	 
	 	(8) 	
      The Subscriber will, if requested by the Company, comply
      with such other requirements as the Company may reasonably
  require.



     The Subscriber undertakes to
notify the Company immediately of any change in any representation, warranty or
other information relating to the Subscriber or any Disclosed Principal set
forth herein which takes place prior to the Closing. 

	If a Corporation, Partnership or Other Entity: 	 	If an Individual: 
	 	 	 
	Name of Entity 	 	Signature 
	 	 	 
	Type of Entity 	 	Print or Type Name 
	 	 	 
	Signature of Person Signing 	 	  
	 	 	 
	Print or Type Name and Title of Person Signing 	 	  






APPENDIX IV 

FORM 4C 

CORPORATE PLACEE REGISTRATION FORM 

This Form will remain on file with the Exchange and must be
completed if required under section 4(b) of Part II of Form 4B. The corporation,
trust, portfolio manager or other entity (the "Placee") need only file it on one
time basis, and it will be referenced for all subsequent Private Placements in
which it participates. If any of the information provided in this Form changes,
the Placee must notify the Exchange prior to participating in further placements
with Exchange listed Issuers. If as a result of the Private Placement, the
Placee becomes an Insider of the Issuer, Insiders of the Placee are reminded
that they must file a Personal Information Form (2A) or, if applicable,
Declarations, with the Exchange. 

	1. 	
      Placee Information:

	 	 	 
		(a) 	
      Name: 
      _____________________________________________________________________________________________

	 	 	 
		(b) 	
      Complete Address:
      ___________________________________________________________________________________

	 	 	 
		(c) 	
      Jurisdiction of Incorporation or Creation:
      ___________________________________________________________________

	 	 	 
	2. 	
      (a) 
	Is the Placee purchasing securities as a portfolio
      manager: (Yes/No)? __________
	 	 	 
		(b) 	
      Is the Placee carrying on business as a portfolio manager
      outside of Canada: (Yes/No)? __________

	 	 	 
	3. 	
      If the answer to 2(b) above was "Yes", the undersigned
      certifies that:

	 	 	 
		(a) 	
      it is purchasing securities of an Issuer on behalf of
      managed accounts for which it is making the investment decision to
      purchase the securities and has full discretion to purchase or sell
      securities for such accounts without requiring the client's express
      consent to a transaction;

	 	 	 
		(b) 	
      it carries on the business of managing the investment
      portfolios of clients through discretionary authority granted by those
      clients (a "portfolio manager" business) in
      ____________________[jurisdiction], and it is permitted by law to carry on
      a portfolio manager business in that jurisdiction;

	 	 	 
		(c) 	
      it was not created solely or primarily for the purpose of
      purchasing securities of the Issuer;

	 	 	 
		(d) 	
      the total asset value of the investment portfolios it
      manages on behalf of clients is not less than $20,000,000; and

	 	 	 
		(e) 	
      it has no reasonable grounds to believe, that any of the
      directors, senior officers and other insiders of the Issuer, and the
      persons that carry on investor relations activities for the Issuer has a
      beneficial interest in any of the managed accounts for which it is
      purchasing.

	 	 	 
	4. 	
      If the answer to 2(a). above was "No", please provide the
      names and addresses of Control Persons of the
Placee:





	Name * 	City 	Province or State 	Country 
	 	 	 	 
	 	 	 	 







- 2 - 

	 	 	 	 
	 	 	 	 


* If the Control Person is not an individual, provide the name
of the individual that makes the investment decisions on behalf of the Control
Person. 

	5. 	
      Acknowledgement - Personal Information and Securities
      Laws

	 	 	 	 
		(a) 	
      "Personal Information" means any information about an
      identifiable individual, and includes information contained in sections 1,
      2 and 4, as applicable, of this Form.

	 	 	 	 
			
      The undersigned hereby acknowledges and agrees that it
      has obtained the express written consent of each individual to:

	 	 	 	 
			(i) 	
      the disclosure of Personal Information by the undersigned
      to the Exchange (as defined in Appendix 6B) pursuant to this Form;
    and

	 	 	 	 
			(ii) 	
      the collection, use and disclosure of Personal
      Information by the Exchange for the purposes described in Appendix 6B or
      as otherwise identified by the Exchange, from time to time.

	 	 	 	 
		(b) 	
      The undersigned acknowledges that it is bound by the
      provisions of applicable Securities Law, including provisions concerning
      the filing of insider reports and reports of
  acquisitions.



Dated and certified (if applicable), acknowledged and agreed,
at ________________________________________________ on
________________________________________

	 	 
	 	(Name of Purchaser - please print) 
	 	 
	 	(Authorized Signature) 
	 	 
	 	(Official Capacity - please print) 
	 	 
	 	 
	 	(Please print name of individual whose
      signature appears above) 






- 3 - 

APPENDIX V 

ACCREDITED INVESTOR QUESTIONNAIRE FOR THE
COMPANY 

	To: 	Energy Fuels Inc. (the
      "Subscriber") 


     Virginia Energy Resources Inc.
(the “Company”) is a resident of Canada, or a jurisdiction outside Canada and
the United States, and hereby represents, warrants and certifies to the
Subscriber that the Company is an "accredited investor", as such term is defined
in National Instrument 45-106 – Prospectus and Registration Exemptions ("NI
45-106") and, as at the time the subscription for Consideration Shares is
accepted by the Subscriber, the Company will fall within one or more of the
following categories (Please check one or more, as applicable): 

ACCREDITED INVESTOR STATUS 

	 	The undersigned represents and warrants that it,
      he or she is [check each applicable item]: 
	 	  	  
	_______	(a) 	a Canadian financial institution, or Schedule
      III Bank; 
	 	  	  
	_______ 	(b) 	the Business Development Bank of Canada
      incorporated under the Business Development Bank of Canada Act
      (Canada); 
	 	  	  
	_______ 	(c) 	
      a subsidiary of any person referred to in paragraphs (a)
      or (b), if the person owns all of the voting securities of the subsidiary,
      except the voting securities required by law to be owned by directors of
      that subsidiary; 

	 	  	
       

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

	 	  	
       

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

	 	  	
       

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

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

	 	  	
       

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

	 	  	
       

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

	 	  	
       

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







- 4 - 

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

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

	 	  	  	  
	_______	(n) 	an investment fund that distributes
      or has distributed its securities only to: 
	 	  	  	  
	 	  	(i) 	
      a person that is or was an accredited investor at the
      time of the distribution, 

	 	  	  	
       

			(ii) 	
      a person that acquires or acquired securities in the
      circumstances referred to in Sections 2.10 – Minimum Amount Investment and
      2.19 – Additional Investment in Investment Funds of NI 45-106, or;
  

	 	  	  	
       

			(iii) 	
      a person described in paragraph (i) or (ii) that acquires
      or acquired securities under Section 2.18 – Investment Fund Reinvestments
      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
      adviser or an adviser registered under the securities legislation of the
      jurisdiction of the registered charity to give advice on the securities
      being traded; 

	 	  	  	  
	_______ 	(s) 	
      an entity organized in a foreign jurisdiction that is
      analogous to any of the entities referred to in paragraphs (a) through (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 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 







- 5 - 

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



IN WITNESS WHEREOF, the undersigned has executed this
Questionnaire as of the _______________day of
_____________________________________, 2012. 

	If a Corporation, Partnership or Other Entity: 	 	If an Individual: 
	 	 	 
	Name of Entity 	 	Signature 
	 	 	 
	Type of Entity 	 	Print or Type Name 
	 	 	 
	Signature of Person Signing 	 	  
	 	 	 
	Print or Type Name and Title of Person Signing 	 	  


For the purposes of this certificate, the following definitions
are included for convenience:

"Canadian financial institution" means 

	 	(i) 	
      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

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



"director" means 

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

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



"eligibility adviser" means

	 	(i) 	
      a person that is registered as an investment dealer and
      authorized to give advice with respect to the type of security being
      distributed, and

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

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

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







- 6 - 

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

	 	(i) 	
      a chair, vice-chair or president,

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

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



"financial assets" means 

	 	(i) 	
      cash,

	 	 	 
	 	(ii) 	
      securities, or

	 	 	 
	 	(iii) 	
      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; 

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


	 	(i) 	
      acting alone, in conjunction, or in concert with one or
      more persons, directly or indirectly, takes the initiative in founding,
      organizing or substantially reorganizing the business of the issuer,
      and

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



"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; 

"insider" means 

	 	(i) 	
      a director or an officer of the Company,

	 	 	 	 
	 	(ii) 	
      a director or an officer of a person that is itself an
      insider or a subsidiary of the Company,

	 	 	 	 
	 	(iii) 	
      a person that has

	 	 	 	 
	 		(A) 	
      beneficial ownership of, or control or direction over,
      directly or indirectly, or

	 	 	 	 
	 		(B) 	
      a combination of beneficial ownership of, and control or
      direction over, directly or indirectly, securities of an issuer carrying
      more than 10% of the voting rights attached to all the Company's
      outstanding securities, excluding, for the purpose of the calculation of
      the percentage held, any securities held by the person as underwriter in
      the course of a distribution.



"investment fund" means a mutual fund or a
non-redeemable investment fund, and, for greater certainty in British Columbia,
includes an EVVC and a VCC (as such terms are defined in National Instrument
81-106 – Investment Fund Continuous Disclosure); 

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

"local jurisdiction" means the jurisdiction in
which the Canadian securities regulatory authority is situate; 

"non-redeemable investment fund"
means an issuer, 

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

	 	 	 	 
	 	(ii) 	
      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
      non-redeemable 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

	 	 	 	 
	 	(iii) 	
      that is not a mutual fund;







- 7 - 

"registrant" means a person registered or required to be
registered under applicable securities legislation of Canada. 

"person" includes 

	 	(i) 	
      an individual,

	 	 	 
	 	(ii) 	
      a corporation,

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

	 	 	 
	 	(iv) 	
      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, Director or Superintendent of the local jurisdiction or
Registrar or Autorité des marchés financiers, as the case may be; 

"related liabilities" means 

	 	(i) 	
      liabilities incurred or assumed for the purpose of
      financing the acquisition or ownership of financial assets, or

	 	 	 
	 	(ii) 	
      liabilities that are secured by financial
  assets;



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

"spouse" means, an individual who, 

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

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

	 	 	 
	 	(iii) 	
      in Alberta, is an individual referred to in paragraph (i)
      or (ii), 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.


All monetary references in this Schedule are in Canadian
Dollars. 

__________


THIS IS NOT A PUBLIC DOCUMENT