ex_10-9.htm


    
      

      

    

    
      EXHIBIT
10.9

       

      These
securities are restricted securities as that term is defined in Rule 144 under
the U.S. Securities Act of 1933 (the “1933 Act”).  As restricted
securities, they may be resold only in accordance with Regulation S under the
1933 Act or pursuant to an effective registration statement under the 1933 Act
or an exemption from the 1933 Act.

      


      These
securities have not been registered with the United States Securities and
Exchange Commission or the securities commission of any state.  This
subscription agreement does not constitute an offer to sell nor a solicitation
of an offer to buy the securities in any jurisdiction in which such offer or
solicitation would be unlawful.  The securities may not be resold or
transferred except as permitted pursuant to registration under the 1933 Act or
an exemption from it.

      


      These
securities have not been recommended by any federal or state securities
commission or regulatory authority.  Furthermore, the foregoing
authorities have not reviewed, confirmed or determined the accuracy or adequacy
of this document.  Any representation to the contrary is a criminal
offense.

      


      REG
S SUBSCRIPTION AGREEMENT


       

      April 21,
2008

       

      
        	
                Number
      of Units: 

              	
                Price
      per Unit: US$0.25

              	
                Subscription
      amount: 

              


      

      


      Name
of Subscriber:

      


      This
subscription agreement is between the undersigned (the “Subscriber”) and Red Lake Exploration, Inc., a
Nevada corporation (the “Company”) in connection with
the offer and subscription by the Subscriber for the number of unregistered and
restricted Units (the “Restricted Units”) at the
purchase price of US$0.25 per Restricted Unit in consideration of cash pursuant
to the exemptions from registration contained under Regulation S (“Regulation S”) under the
United States Securities Act of 1933 (the “1933 Act”).  Each
Restricted Unit consists of one share of common stock in the capital of the
Company (the “Restricted
Share”) and one non-transferable share purchase warrant (the “Restricted
Warrant”).  Each full Restricted Warrant enables the Subscriber
to purchase one additional Restricted Share at a price of US$0.35 per Restricted
Share for a term expiring two years from Closing (as defined below). The
Restricted Units and Restricted Shares are “restricted securities” as that term
is defined under Rule 144 of the 1933 Act.  The restricted securities
may not be sold without being first registered or an exemption from registration
is available.

      


      
        	
                1.

              	
                Offer to Subscribe; Purchase
      Price

              


      

      


      The
Subscriber agrees to subscribe for the Restricted Units at the price per unit
described above outside the United States of America and will deliver to the
Company this signed Reg S subscription agreement and a certified cheque, bank
draft, money order or wire transfer for the Subscription Amount made payable to
Red Lake Exploration, Inc. or in any other manner as the Company may
specify.  The Company will deliver certificates for the Restricted
Shares and a share purchase warrant for the Restricted Warrants to the
Subscriber within a reasonable time after the Company accepts the subscription
agreement (the “Closing”).   The
obligations of each party are subject to the condition that each party’s
representations and warranties are true at the time of Closing and the covenants
of the other party that were to be performed by the other party on or before the
Closing have been performed.

      


      
        	
                2.

              	
                Representations and Warranties
      of Subscriber; Certain
Covenants

              


      

      


      2.1           Offshore
Transaction.  The Subscriber represents and warrants to the
Company that (a) the Subscriber is not a “U.S. person” as that term is defined
in Rule 902(c) of Regulation S; (b) at the time of signing this agreement, the
Subscriber was outside the United States and no offer of the Restricted Units
was made to the Subscriber within the United States; (c) the Subscriber
purchased the Restricted Units for its own account and not on behalf of any U.S.
person, and the sale of the Restricted Units has not been prearranged with any
buyer in the United States; and (d) the Subscriber is not a distributor as
defined in Regulation S.  The Subscriber will not, before the
expiration of one year from the Closing (the “Restricted Period”), offer or
sell the Restricted Units to U.S. persons or for the account or benefit of U.S.
persons and will offer and sell the Restricted Units only in compliance with the
provisions of Regulation S.

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

      
        2.2           Independent
Investigation.  The Subscriber, in electing to subscribe for
the Restricted Units, relied upon an independent investigation made by it and
its representatives, if any, and has been given access to and the opportunity to
examine all books and records of the Company, and all material contracts and
documents of the Company.  The Subscriber has the experience in
business and financial matters that make it capable of evaluating the risk of
its investment and determining the suitability of its investment.

        


        2.3           No Government Recommendation or
Approval.  The Subscriber understands that no United States
federal or state agency has passed upon or recommended or endorsed the Company,
this transaction or the purchase of the Restricted Units.  The
Subscriber acknowledges that this transaction and the material provided to it
has not been reviewed by the United States Securities and Exchange Commission
(the “Commission”) or by
any state’s or province’s securities authorities.

        


        2.4           No
Registration.  The Subscriber understands that the Restricted
Units have not been registered under the 1933 Act and are being offered and sold
pursuant to Regulation S based in part upon the representations of the
Subscriber, and that the Company is relying on the truth and accuracy of the
Subscriber’s representations and warranties to determine whether the offer and
sale of the Restricted Units is exempt from registration under the 1933
Act.

        


        2.5           Investment
Intent.  The Subscriber is acquiring the Restricted Units for
its own account (or a trust account if the Subscriber is a trustee) and not as a
nominee.  The Subscriber understands that the purchase of the
Restricted Units involves a high degree of risk and that the Subscriber must
bear the economic risk of this investment indefinitely unless sale of the
Restricted Units is registered pursuant to the 1933 Act, or an exemption from
registration for their sale is available.  The Subscriber understands
that, in the view of the Commission, the statutory basis for the exemption
claimed for this transaction would not be present if the offering of the
Restricted Units, although in technical compliance with Regulation S, is part of
a plan or scheme to evade the registration provisions of the 1933
Act.  The Subscriber is acquiring the Restricted Units for investment
purposes and has no present intention to sell the Restricted Units in the United
States, to a U.S. Person or for the account or benefit of a U.S.
Person.  The Subscriber covenants that neither the Subscriber nor its
affiliates nor any person acting on its or their behalf has the intention of
entering or will enter during the Restricted Period, into any put option, short
position or other similar instrument or position or any other hedging
transactions or arrangements with respect to the Company’s common stock, and
neither the Subscriber nor any of its affiliates nor any person acting on its or
their behalf will use at any time Restricted Units acquired pursuant to this
agreement to settle any put option, short position or other similar instrument
or position or any other hedging transaction or arrangement that may have been
entered into before the execution of this agreement or during the Restricted
Period.

        


        2.6           No Sale in Violation of the
Securities Laws.  The Subscriber covenants that it will not
knowingly sell transfer or otherwise dispose of the Restricted Units in
violation of the 1933 Act, the Securities and Exchange Act of 1934 (the “Exchange Act”) or the rules
and regulations of the Commission.  The Subscriber will only offer and
sell the Restricted Units pursuant to an effective registration statement under
the 1933 Act or an exemption from the registration provisions of the 1933
Act.

        


        2.7           Pre-existing Business
Relationship.  The Subscriber has a pre-existing business
relationship with the Company that allows the Company to determine that (a) the
Subscriber meets certain suitability standards and (b) the Subscriber has the
level of knowledge and experience in finance to evaluate the merits and risks of
the investment in the Restricted Units.

        


        2.8           Authority.  The
Subscriber has the full power and authority to sign, deliver and perform this
agreement.  This agreement, when signed and delivered by the
Subscriber, constitutes a legal, valid and binding obligation of the Subscriber,
enforceable against the Subscriber in accordance with its terms.

        


        2.9           No Reliance on Tax
Advice.  The Subscriber has reviewed with his, her or its own
tax advisors the foreign, U.S. federal, state and local tax consequences of this
investment, where applicable, and the transactions contemplated by this
agreement.  The Subscriber is relying solely on the advisors and not
on any statements or representations of the Company or any of its agents with
respect to the tax consequences and understands that the Subscriber (and not the
Company) is responsible for the Subscriber’s tax liability that may arise as a
result of this investment or the transactions contemplated by this
agreement.

        


        2.10         No Legal Advice from
Company.  The Subscriber acknowledges that it has had the
opportunity to review this agreement and the transactions contemplated by it
with its own legal counsel.  The Subscriber is relying solely on its
counsel and not on any statements or representations of the Company or any of
its agents for legal advice with respect to this investment or the transactions
contemplated by this agreement except for the representations, warranties and
covenants specifically stated.

         

        
          
            
            

          

          
            2

            
              

            

          

          
            
            

          

        

        


        
          	
                  3.

                	
                  Resales

                


        

        


        The
Subscriber acknowledges and agrees that the Restricted Units may only be resold
in compliance with Rules 903 or 904 under Regulation S, pursuant to a
registration statement under the 1933 Act or pursuant to an exemption from
registration under the 1933 Act.  The Company will not register any
transfer of Restricted Units that does not comply with this section
3.  The Subscriber covenants that all offering materials and documents
(other than press releases) used in connection with offers and sales of the
Restricted Units before the expiration of the Restricted Period must state that
(a) the Restricted Units have not been registered under the 1933 Act and may not
be offered or sold in the United States or to a U.S. person (as that term is
defined in Rule 902 of Regulation S) unless they are registered under the 1933
Act or an exemption from the registration requirements of the 1933 Act is
available, and that (b) hedging transactions involving the Restricted Units may
not be conducted unless they comply with the 1933 Act.  These
statements must appear on the cover or inside cover page and in the underwriting
section of any prospectus or offering circular and must appear in any
advertisement used in connection with the offer or sale of the Restricted
Units.

        


        
          	
                  4.

                	
                  Legends; Subsequent Transfer of
      Restricted Units

                


        

        


        The
certificates representing the Restricted Shares and Restricted Warrants must
bear the legend set forth in the first paragraph on the first page of this
agreement and any other legend, if the legend or legends are reasonably required
by the Company to comply with state, federal or foreign law.

        


        
          	
                  5.

                	
                  Representations, Warranties and
      Covenants of the Company

                


        

        


        5.1           Organization and Good
Standing.  The Company is a corporation duly organized, validly
existing and in good standing under the laws of the State of Nevada and has the
requisite corporate power and authority to carry on its business as now
conducted and as proposed to be conducted.

        


        5.2           Authorization.  The
Company has taken the corporate action that is necessary for the authorization,
execution and delivery of this agreement, the performance of the Company’s
obligations, and the authorization, issuance and delivery of the Restricted
Units, and this agreement constitutes a legal, valid and binding obligation of
the Company, enforceable against the Company in accordance with its
terms.

        


        5.3           Valid Issuance of Restricted
Units.  The Restricted Units, when issued, sold and delivered
in accordance with the terms hereof for the Purchase Price will be duly and
validly issued and outstanding, fully paid and non-assessable, and based in part
on the representations and warranties of the Subscriber will be issued in
compliance with all applicable federal, state and other applicable securities
laws.

        


        
          	
                  6.

                	
                  Governing
      Laws

                


        

        


        This
agreement is governed by and construed in accordance with the laws of the State
of Nevada, except for matters arising under the 1933 Act or the Exchange Act,
which matters must be construed and interpreted in accordance with those
laws.

        


        
          	
                  7.

                	
                  Entire Agreement;
      Amendment

                


        

        


        This
agreement constitutes the entire understanding and agreement between the
parties, and no party is liable or bound to any other party in any manner by any
warranties, representations or covenants except as specifically stated in this
agreement  Except as expressly provided, neither this agreement nor
any term of it may be amended, waived, discharged or terminated other than by a
written instrument signed by the party against whom enforcement of the
amendment, waiver, discharge or termination is sought.

         

        
          
            
            

          

          
            3

            
              

            

          

          
            
            

          

        

        


        
          	
                  8.

                	
                  Notices

                


        

        


        Any
notice or request required or permitted to be given by either the Company or the
Subscriber pursuant to the terms of this agreement must be in writing and is
deemed given when delivered personally or by fax or email addressed to the party
at the party’s address given at the end of this agreement or at another address
as a party may request by notifying the other in writing.

        


        
          	
                  9.

                	
                  Counterparts

                


        

        


        This
agreement may be signed in any number of counterparts, each of which is
enforceable against the parties actually signing the counterparts, and all of
which together constitute one original instrument.

        


        
          	
                  10.

                	
                  Severability

                


        

        


        If any
provision of this agreement becomes or is declared by a court of competent
jurisdiction to be illegal, unenforceable or void, this agreement continues in
full force and effect without the provision, except that the severability is not
effective if it materially changes the economic benefit of this agreement to
either party.

        


        
          	
                  11.

                	
                  Titles and
      Subtitles

                


        

        


        The
titles and subtitles used in this agreement are used for convenience only and
are not to be considered in construing or interpreting this
agreement.

        


        
          
            
              THE
PARTIES’ signatures below are evidence of their
agreement.

            

            


            Date:  April
21, 2008

            


            Signature
of Subscriber

            
              
                
                  	
                           

                        	 	 	
                           

                        	 


                

              

            

             

            Address
for notice:_______________

             

            
              
                
                

              

              
                4

                
                  

                

              

              
                
                

              

            

          

        

         

        ACCEPTANCE
and RECEIPT

         

        Red Lake
Exploration, Inc. accepts this subscription and acknowledges that it has
received ______ from _____________as of April 21, 2008.

         

        Red
Lake Exploration, Inc.

        
          
            	
                     

                  	 	 	
                     

                  	 


          
Caitlin
Jeffs, President