Filed by sedaredgar.com - Pan American Gold Corporation - Exhibit 4.13






THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE
“AGREEMENT”) RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO
PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”).
NONE OF THE SECURITIES TO WHICH THIS AGREEMENT RELATES HAVE BEEN REGISTERED
UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO
REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED
STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE
PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES
LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE
CONDUCTED UNLESS IN ACCORDANCE WITH THE 1933 ACT.

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF
THE SECURITIES SHALL NOT TRADE THE SECURITIES BEFORE JULY <>,
2006
___________________________ .” [Instruction for Date: Insert the
date that is 4 months and a day after the Closing Date]

CONFIDENTIAL
PRIVATE PLACEMENT SUBSCRIPTION
AGREEMENT
(Subscribers Resident in British Columbia or Overseas)

	TO: 	Pan American Gold Corporation (the “Company”)
    
	  	Suite 605 – 475 Howe Street 
	  	Vancouver, BC V6C 2B3 


Purchase of Units

1.            
Subscription

1.1          
On the basis of the representations and warranties and subject to the terms and
conditions set forth herein, the undersigned (the “Subscriber”) hereby
irrevocably subscribes for and agrees to purchase ___________ units (the
“Units”) at a price per Unit of US$0.60 (such subscription and agreement to
purchase being the “Subscription”), for an aggregate purchase price of
US$___________(the “Subscription Proceeds”).

1.2          
Each Unit will consist of one common share in the capital of the Company (each,
a “Share”) and one-half of one common share purchase warrant (each, a “Warrant”)
subject to adjustment. Each whole Warrant shall be non-transferable and shall
entitle the holder thereof to purchase one share of common stock in the capital
of the Company (each, a “Warrant Share”), as presently constituted, for a period
of twenty-four months commencing from the Closing (as defined hereafter), at a
price per Warrant Share of US$0.90. Certificate(s) representing the Warrants
will be in the form attached as Exhibit A. The Shares, Warrants and the Warrant
Shares are referred to as the “Securities”.

1.3          
On the basis of the representations and warranties and subject to the terms and
conditions set forth herein, the Company hereby irrevocably agrees to sell the
Units to the Subscriber.

1.4          
Subject to the terms hereof, the Subscription will be effective upon its
acceptance by the Company. The Subscriber acknowledges that the offering of
Units contemplated hereby (the “Offering”) is part a private placement of up to
an aggregate of 2,500,000 Units.

2.            
Payment

2.1          
The Subscription Proceeds must accompany this Subscription and shall be paid by
certified cheque or bank draft drawn on a Canadian chartered bank, or a bank in
the United States reasonably acceptable to the Company, and made payable and
delivered to the Company. Alternatively, the Subscription Proceeds may be 




- 2 -

wired to the Company or its lawyers pursuant to wiring
instructions that will be provided to the Subscriber upon request. If the funds
are wired to the Company’s lawyers, those lawyers are authorized to immediately
deliver the funds to the Company.

2.2          
The Subscriber acknowledges and agrees that this Agreement, the Subscription
Proceeds and any other documents delivered in connection herewith will be held
on behalf of the Company. In the event that this Agreement is not accepted by
the Company for whatever reason, which the Company expressly reserves the right
to do, within 30 days of the delivery of an executed Agreement by the
Subscriber, this Agreement, the Subscription Proceeds (without interest thereon)
and any other documents delivered in connection herewith will be returned to the
Subscriber at the address of the Subscriber as set forth in this Agreement.

2.3          
Where the Subscription Proceeds are paid to the Company, the Company is entitled
to treat such Subscription Proceeds as an interest free loan to the Company
until such time as the Subscription is accepted and the certificates
representing the Shares have been issued to the Subscriber.

3.            
Documents Required from Subscriber

3.1          
The Subscriber must complete, sign and return to the Company:

	 	(a) 	
      an executed copy of this Agreement; and

	 	 	 
	 	(b) 	
      a British Columbia Accredited Investor Questionnaire in
      the form attached as Exhibit B (the
“Questionnaire”).



3.2          
The Subscriber shall complete, sign and return to the Company as soon as
possible, on request by the Company, any documents, questionnaires, notices and
undertakings as may be required by regulatory authorities, the OTC Bulletin
Board and applicable law.

4.            
Closing

4.1          
Closing of the offering of the Securities (the “Closing”) shall occur on or
before March 31, 2006, or on such other date as may be determined by the Company
(the “Closing Date”). The Company may, at its discretion, elect to close the
Offering in one or more closings, in which event the Company may agree with one
or more subscribers (including the Subscriber hereunder) to complete delivery of
the Shares and the Warrants to such subscriber(s) against payment therefor at
any time on or prior to the Closing Date.

5.            
Acknowledgements of Subscriber

5.1          
The Subscriber acknowledges and agrees that:

	 	(a) 	
      none of the Securities have been registered under the
      1933 Act, or under any state securities or “blue sky” laws of any state of
      the United States, and, unless so registered, may not be offered or sold
      in the United States or, directly or indirectly, to U.S. Persons, as that
      term is defined in Regulation S under the 1933 Act (“Regulation S”),
      except in accordance with the provisions of Regulation S, pursuant to an
      effective registration statement under the 1933 Act, or pursuant to an
      exemption from, or in a transaction not subject to, the registration
      requirements of the 1933 Act and in accordance with any applicable state,
      provincial and foreign securities laws;

	 	 	 
	 	(b) 	
      the Subscriber acknowledges that the Company has not
      undertaken, and will have no obligation, to register any of the Securities
      under the 1933 Act;

	 	 	 
	 	(c) 	
      the decision to execute this Agreement and acquire the
      Securities hereunder has not been based upon any oral or written
      representation as to fact or otherwise made by or on behalf of the
      Company, and such decision is based entirely upon a review of information
      (the receipt of which is hereby acknowledged) which has been filed by the
      Company with the United States Securities







- 3 -

	 		
      and Exchange Commission and Canadian Securities
      Commissions and in compliance, or intended compliance, with applicable
      securities legislation (collectively, the "Public Record");

	 	 	 
	 	(d) 	
      if the Company has presented a business plan to the
      Subscriber, the Subscriber acknowledges that the business plan may not be
      achieved or be achievable;

	 	 	 
	 	(e) 	
      no securities commission or similar regulatory authority
      has reviewed or passed on the merits of the Securities;

	 	 	 
	 	(f) 	
      there is no government or other insurance covering the
      Securities;

	 	 	 
	 	(g) 	
      there are risks associated with an investment in the
      Securities, as more fully described in certain information forming part of
      the Public Record;

	 	 	 
	 	(h) 	
      the Company has advised the Subscriber that the Company
      is relying on an exemption from the requirements to provide the Subscriber
      with a prospectus and to sell the Securities through a person registered
      to sell securities under the Securities Act (British Columbia) (the
      “B.C. Act”) and, as a consequence of acquiring the Securities pursuant to
      this exemption, certain protections, rights and remedies provided by the
      B.C. Act, including statutory rights of rescission or damages, will not be
      available to the Subscriber;

	 	 	 
	 	(i) 	
      the Subscriber has not acquired the Securities as a
      result of, and will not itself engage in, any “directed selling efforts”
      (as defined in Regulation S under the 1933 Act) in the United States in
      respect of any of the Securities which would include any activities
      undertaken for the purpose of, or that could reasonably be expected to
      have the effect of, conditioning the market in the United States for the
      resale of any of the Shares or Warrant Shares; provided, however, that the
      Subscriber may sell or otherwise dispose of any of the Shares or Warrant
      Shares pursuant to registration thereof under the 1933 Act and any
      applicable state securities laws or under an exemption from such
      registration requirements;

	 	 	 
	 	(j) 	
      the Subscriber and the Subscriber’s advisor(s) have had a
      reasonable opportunity to ask questions of and receive answers from the
      Company in connection with the distribution of the Securities hereunder,
      and to obtain additional information, to the extent possessed or
      obtainable without unreasonable effort or expense, necessary to verify the
      accuracy of the information about the Company;

	 	 	 
	 	(k) 	
      the books and records of the Company were available upon
      reasonable notice for inspection, subject to certain confidentiality
      restrictions, by the Subscriber during reasonable business hours at its
      principal place of business, and all documents, records and books in
      connection with the distribution of the Securities hereunder have been
      made available for inspection by the Subscriber, the Subscriber’s lawyer
      and/or advisor(s);

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

	 	 	 
	 	(m) 	
      none of the Securities are listed on any stock exchange
      or automated dealer quotation system and no representation has been made
      to the Subscriber that any of the Securities will become listed
  on







- 4 -

	 		
      any stock exchange or automated dealer quotation system;
      except that currently the common shares of the Company are quoted for
      trading on the OTC Bulletin Board;

	 	 	 	 
	 	(n) 	
      in addition to resale restrictions imposed under U.S.
      securities laws, there are additional restrictions on the Subscriber’s
      ability to resell the Shares and the Warrant Shares under the B.C. Act and
      Multilateral Instrument 45-102 adopted by the British Columbia Securities
      Commission;

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

	 	 	 	 
	 	(p) 	
      the statutory and regulatory basis for the exemption
      claimed for the offer Securities, although in technical compliance with
      Regulation S, would not be available if the offering is part of a plan or
      scheme to evade the registration provisions of the 1933 Act;

	 	 	 	 
	 	(q) 	
      the Subscriber has been advised to consult the
      Subscriber’s own legal, tax and other advisors with respect to the merits
      and risks of an investment in the Securities and with respect to
      applicable resale restrictions, and it is solely responsible (and the
      Company is not in any way responsible) for compliance with:

	 	 	 	 
	 		(i) 	
      any applicable laws of the jurisdiction in which the
      Subscriber is resident in connection with the distribution of the
      Securities hereunder, and

	 	 	 	 
	 		(ii) 	
      applicable resale restrictions; and

	 	 	 	 
	 	(r) 	
      this Agreement is not enforceable by the Subscriber
      unless it has been accepted by the Company.



6.           
 Representations, Warranties and Covenants of the
Subscriber

6.1          
The Subscriber hereby represents and warrants to and covenants with the Company
(which representations, warranties and covenants shall survive the Closing)
that:

	 	(a) 	
      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 the Subscriber is a corporation, it is duly
      incorporated and validly subsisting under the laws of its jurisdiction of
      incorporation and all necessary approvals by its directors, shareholders
      and others have been obtained to authorize execution and performance of
      this Agreement on behalf of the Subscriber;

	 	 	 
	 	(b) 	
      the entering into of this Agreement and the transactions
      contemplated hereby do 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 of any agreement, written or oral, to which the Subscriber
      may be a party or by which the Subscriber is or may be bound;

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







- 5 -

	 	(d) 	
      the Subscriber is (tick one or more of the following
    boxes): 
	 	
       

	 	  	
       
	
     
	 	
       

	 	  	
       
	
     
	 	
       

			
      (A) 
	
      a director, executive officer, employee or control person
    of the Company or an affiliate of the Company 
	 	
      [ ] 

	 	  	
       
	
     
	 	
       

			
      (B) 
	
      a spouse, parent, grandparent, brother, sister or child
      of a director, executive officer, founder or control person of the Company
    or an affiliate of the Company 
	 	
      [ ] 

	 	  	
       
	
     
	 	
       

			
      (C) 
	
      a parent, grandparent, brother, sister or child of the
      spouse of a director, executive officer, founder or control person of the
    Company or an affiliate of the Company 
	 	
      [ ] 

	 	  	
       
	
     
	 	
       

			
      (D) 
	
      a close personal friend of a director, executive officer,
    founder or control person of the Company 
	 	
      [ ] 

	 	  	
       
	
     
	 	
       

			
      (E) 
	
      a close business associate of a director, executive
      officer, founder or control person of the Company or an affiliate of the
    Company 
	 	
      [ ] 

	 	  	
       
	
     
	 	
       

	 	  	
       (F) 
	
    an accredited investor 
	 	
      [ ] 

	 	  	
       
	
     
	 	
       

			
      (G) 
	
      a company, partnership or other entity of which a
      majority of the voting securities are beneficially owned by, or a majority
    of the directors are, persons described in paragraphs A to F 
	 	
      [ ] 

	 	  	
       
	
     
	 	
       

			
      (H) 
	
      a trust or estate of which all of the beneficiaries or a
      majority of the trustees or executors are persons described in paragraphs
    A to F 
	 	
      [ ] 

	 	  	
       
	
     
	 	
       

			
      (I) 
	
      purchasing as principal Units with an aggregate
    acquisition cost of not less than CDN$150,000 
	 	
      [ ] 

	 	  	
       
	
     
	 	
       

		(e) 	
      if the Subscriber has ticked one or more of boxes B, C,
      D, E, G or H in Section 6.1(d) above, the director, executive officer,
      founder or control person of the Company with whom the undersigned has the
    relationship is: 
	 	
       

	 	  	
       
	
     
	 	
       

	 	  	
       
	
     
	 	
       

	 	  	
       
	
     
	 	
       

			
      (Instructions to Subscriber: fill in the name of each
      director, executive officer, founder and control person which you
      have the above-mentioned relationship with. If you have checked box
      G or H, also indicate which of A to F describes the securityholders,
      directors, trustees or beneficiaries which qualify you as box H or
      I and provide the names of those individuals. Please attach a
      separate page if necessary). 

	 	  	
       
	
     
	 	
       

		(f) 	
      If the Subscriber has ticked box F in Section 6.1(d)
      above, the Subscriber acknowledges and agrees that the Company shall not
      consider the Subscriber’s Subscription for acceptance unless the
      Subscriber provides to the Company, along with an executed copy of this
    Subscription: 

	 	  	
       
	
     
	 	
       

			
      (i) 
	
      a fully completed and executed Questionnaire in the form
    attached as Exhibit B hereto; and 

	 	  	
       
	
     
	 	
       

			
      (ii) 
	
      such other supporting documentation that the Company or
      its legal counsel may request to establish the undersigned’s qualification
as an Accredited Investor; 








- 6 -

	 	(g) 	
      the Subscriber is not a U.S. Person and is not acquiring
      the Securities for the account or benefit of, directly or indirectly, any
      U.S. Person;

	 	 	 	 
	 	(h) 	
      the Subscriber is resident in the jurisdiction set out
      under the heading “Name and Address of Subscriber” on the signature page
      of this Agreement;

	 	 	 	 
	 	(i) 	
      the sale of the Securities to the Subscriber as
      contemplated in this Agreement complies with or is exempt from the
      applicable securities legislation of the jurisdiction of residence of the
      Subscriber;

	 	 	 	 
	 	(j) 	
      the Subscriber is acquiring the Securities for investment
      only and not with a view to resale or distribution and, in particular, it
      has no intention to distribute either directly or indirectly any of the
      Securities in the United States or to U.S. Persons;

	 	 	 	 
	 	(k) 	
      the Subscriber is outside the United States when
      receiving and executing this Agreement and is acquiring the Securities as
      principal for the Subscriber’s own account, for investment purposes only,
      and not with a view to, or for, resale, distribution or fractionalisation
      thereof, in whole or in part, and no other person has a direct or indirect
      beneficial interest in such Securities;

	 	 	 	 
	 	(l) 	
      the Subscriber is not an underwriter of, or dealer in,
      the common shares of the Company, nor is the Subscriber participating,
      pursuant to a contractual agreement or otherwise, in the distribution of
      the Securities;

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

	 	 	 	 
	 	(n) 	
      all information contained in the Questionnaire is
      complete and accurate and may be relied upon by the Company;

	 	 	 	 
	 	(o) 	
      the Subscriber (i) is able to fend for itself in the
      Subscription; (ii) has such knowledge and experience in business matters
      as to be capable of evaluating the merits and risks of its prospective
      investment in the Securities; and (iii) has the ability to bear the
      economic risks of its prospective investment and can afford the complete
      loss of such investment;

	 	 	 	 
	 	(p) 	
      the Subscriber acknowledges that the Subscriber has not
      acquired the Securities as a result of, and will not itself engage in, any
      “directed selling efforts” (as defined in Regulation S under the 1933 Act)
      in the United States in respect of any of the Securities which would
      include any activities undertaken for the purpose of, or that could
      reasonably be expected to have the effect of, conditioning the market in
      the United States for the resale of any of the Securities; provided,
      however, that the Subscriber may sell or otherwise dispose of any of the
      Securities pursuant to registration of any of the Securities pursuant to
      the 1933 Act and any applicable state securities laws or under an
      exemption from such registration requirements and as otherwise provided
      herein;

	 	 	 	 
	 	(q) 	
      the Subscriber is not aware of any advertisement of any
      of the Securities; and

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

	 	 	 	 
	 		(i) 	
      that any person will resell or repurchase any of the
      Securities;

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

	 	 	 	 
	 		(iii) 	
      as to the future price or value of any of the Securities;
      or







- 7 -

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



7.            
Acknowledgement and Waiver

7.1          
The Subscriber has acknowledged that the decision to purchase the Securities was
solely made on the basis of publicly available information contained in the
Public Record. The Subscriber hereby waives, to the fullest extent permitted by
law, any rights of withdrawal, rescission or compensation for damages to which
the Subscriber might be entitled in connection with the distribution of any of
the Securities.

8.           
 Legending of Subject Securities

8.1          
The Subscriber hereby acknowledges that that upon the issuance thereof, and
until such time as the same is no longer required under the applicable
securities laws and regulations, the certificates representing any of the
Securities will bear a legend in substantially the following form:

	 	
      “THESE SECURITIES WERE ISSUED IN AN OFFSHORE TRANSACTION
      TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO
      REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED
      (THE “1933 ACT”). ACCORDINGLY, NONE OF THE SECURITIES TO WHICH THIS
      CERTIFICATE RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S.
      STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR
      SOLD IN THE UNITED STATES OR, DIRECTLY OR INDIRECTLY, TO U.S. PERSONS (AS
      DEFINED HEREIN) EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR
      PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
      REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN
      ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING
      TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN
      ACCORDANCE WITH THE 1933 ACT. 
	 
	 	
       
	 
		
      UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER
      OF THE SECURITIES SHALL NOT TRADE THE SECURITIES BEFORE
      ___________________________ .” [Instruction for Date: Insert the
      date that is 4 months and a day after the Closing Date] 
	


8.2          
The Subscriber hereby acknowledges and agrees to the Company making a notation
on its records or giving instructions to the registrar and transfer agent of the
Company in order to implement the restrictions on transfer set forth and
described in this Agreement.

9.            
Costs

9.1          
The Subscriber acknowledges and agrees that all costs and expenses incurred by
the Subscriber (including any fees and disbursements of any special counsel
retained by the Subscriber) relating to the purchase of the Shares shall be
borne by the Subscriber.

10.            
Governing Law

10.1          
This Agreement is governed by the laws of the Province of British Columbia. The
Subscriber, in its personal or corporate capacity and, if applicable, on behalf
of each beneficial purchaser for whom it is acting, irrevocably attorns to the
jurisdiction of the courts of the Province of British Columbia.

11.            
Survival

11.1          
This Agreement, including without limitation the representations, warranties and
covenants contained herein, shall survive and continue in full force and effect
and be binding upon the parties hereto notwithstanding the completion of the
purchase of the Units by the Subscriber pursuant hereto.




- 8 -

12.           
 Assignment

12.1          
This Agreement is not transferable or assignable.

13.            
Severability

13.1          
The invalidity or unenforceability of any particular provision of this Agreement
shall not affect or limit the validity or enforceability of the remaining
provisions of this Agreement.

14.            
Entire Agreement

14.1          
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
sale of the Units and there are no other terms, conditions, representations or
warranties, whether expressed, implied, oral or written, by statute or common
law, by the Company or by anyone else.

15.            
Notices

15.1          
All notices and other communications hereunder shall be in writing and shall be
deemed to have been duly given if mailed or transmitted by any standard form of
telecommunication. Notices to the Subscriber shall be directed to the address on
page 9 and notices to the Company shall be directed to it at Pan American Gold
Corporation, Suite 605 – 475 Howe Street, Vancouver, BC V6C 2B3 Attention:
Michael Sweatman, Fax No. (604) 608-3294.

16.           
 Counterparts and Electronic Means

16.1          
This Agreement may be executed in any number of counterparts, each of which,
when so executed and delivered, shall constitute an original and all of which
together shall constitute one instrument. Delivery of an executed copy of this
Agreement by electronic facsimile transmission or other means of electronic
communication capable of producing a printed copy will be deemed to be execution
and delivery of this Agreement as of the date hereinafter set forth.




- 9 -

17.           
 Delivery Instructions

17.1          
The Subscriber hereby directs the Company to deliver the Share and Warrant
Certificates to:

	 	 
	 	(name) 
	 	 
	 	(address) 


17.2          
The Subscriber hereby directs the Company to cause the Shares to be
registered on the books of the Company as follows:

	 	 
	 	(name) 
	 	 
	 	(address) 


IN WITNESS WHEREOF the Subscriber has duly executed this
Agreement as of the date of acceptance by the Company.

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







- 10 -

A C C E P T A N C E

The above-mentioned Agreement in respect of the Shares is
hereby accepted by Pan American Gold Corporation.

DATED at _____________________________________, the ________day
of __________________, 2006.

PAN AMERICAN GOLD CORPORATION

	Per: 		 
	 	Authorized Signatory 	 






EXHIBIT A

THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN
OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN)
PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE "1933 ACT"). 

NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN
REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO
REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED
STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE
PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES
LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE
CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S.
PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT. 

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF
THE SECURITIES SHALL NOT TRADE THE SECURITIES BEFORE
___________________________. [Instruction for Date: Insert the date that
is 4 months and a day after the Closing Date] 

THESE WARRANTS WILL EXPIRE AND BECOME NULL AND VOID 
AT 4:30
P.M. (VANCOUVER TIME) ON __________________, 2007.

SHARE PURCHASE WARRANTS 
TO PURCHASE COMMON SHARES
OF
PAN AMERICAN GOLD CORPORATION

incorporated in the Province of Ontario

     THIS IS TO CERTIFY THAT
___________________________________, (the “Holder”) of 
_________________________________________________, has the right to purchase,
upon and subject to the terms and conditions hereinafter referred to, up to
________________________________ fully paid and non-assessable common shares
(the “Shares”) in the capital of Pan American Gold Corporation (hereinafter
called the “Company”) on or before 4:30 p.m. (Vancouver time) on
__________________, ________ (the “Expiry Date”) at a price per Share (the
“Exercise Price”) of US$0.90 on the terms and conditions attached hereto as
Appendix “A” (the “Terms and Conditions”).

	 	1. 	
      ONE (1) WARRANT AND THE EXERCISE PRICE ARE REQUIRED TO
      PURCHASE ONE SHARE. THIS CERTIFICATE REPRESENTS __________________________
      WARRANTS.

	 	 	 
	 	2. 	
      These Warrants are issued subject to the Terms and
      Conditions, and the Warrant Holder may exercise the right to purchase
      Shares only in accordance with those Terms and Conditions.

	 	 	 
	 	3. 	
      Nothing contained herein or in the Terms and Conditions
      will confer any right upon the Holder hereof or any other person to
      subscribe for or purchase any Shares at any time subsequent to the Expiry
      Date, and from and after such time, this Warrant and all rights hereunder
      will be void and of no value.







- 2 -

     IN WITNESS WHEREOF the Company
has executed this Warrant Certificate this ________day of __________________,
2006.

PAN AMERICAN GOLD CORPORATION

	Per: 		 
	 	Michael Sweatman, Chief Financial
      Officer 	 


PLEASE NOTE THAT ALL SHARE CERTIFICATES MUST BE LEGENDED AS
FOLLOWS DURING THE CURRENCY OF APPLICABLE HOLD PERIODS:

THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN
OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN)
PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE "1933 ACT"). 

NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN
REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO
REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED
STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE
PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES
LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE
CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S.
PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF
THE SECURITIES SHALL NOT TRADE THE SECURITIES BEFORE
___________________________[Instruction for Date: Insert the date that is
4 months and a day after the Closing Date]. 




APPENDIX “A”

TERMS AND CONDITIONS dated _____________________ , 2004,
attached to the Warrants issued by Pan American Gold Corporation.

1.            
INTERPRETATION

1.1          
Definitions

In these Terms and Conditions, unless there is something in the
subject matter or context inconsistent therewith:

	 	(a) 	
      “Company” means Pan American Gold Corporation until a
      successor corporation will have become such as a result of consolidation,
      amalgamation or merger with or into any other corporation or corporations,
      or as a result of the conveyance or transfer of all or substantially all
      of the properties and estates of the Company as an entirety to any other
      corporation and thereafter “Company” will mean such successor
      corporation;

	 	 	 
	 	(b) 	
      “Company’s Auditors” means an independent firm of
      accountants duly appointed as auditors of the Company;

	 	 	 
	 	(c) 	
      “Director” means a director of the Company for the time
      being, and reference, without more, to action by the directors means
      action by the directors of the Company as a Board, or whenever duly
      empowered, action by an executive committee of the Board;

	 	 	 
	 	(d) 	
      “herein”, “hereby” and similar expressions refer to these
      Terms and Conditions as the same may be amended or modified from time to
      time; and the expression “Article” and “Section,” followed by a number
      refer to the specified Article or Section of these Terms and
      Conditions;

	 	 	 
	 	(e) 	
      “person” means an individual, corporation, partnership,
      trustee or any unincorporated organization and words importing persons
      have a similar meaning;

	 	 	 
	 	(f) 	
      “shares” means the common shares in the capital of the
      Company as constituted at the date hereof and any shares resulting from
      any subdivision or consolidation of the shares;

	 	 	 
	 	(g) 	
      “Warrant Holders” or “Holders” means the holders of the
      Warrants; and

	 	 	 
	 	(h) 	
      “Warrants” means the warrants of the Company issued and
      presently authorized and for the time being
outstanding.



1.2          
Gender

Words importing the singular number include the plural and vice
versa and words importing the masculine gender include the feminine and neuter
genders.

1.3          
Interpretation not affected by Headings

The division of these Terms and Conditions into Articles and
Sections, and the insertion of headings are for convenience of reference only
and will not affect the construction or interpretation thereof.

1.4          
Applicable Law

The Warrants will be construed in accordance with the laws of
the Province of British Columbia.




- 2 -

2.            
ISSUE OF WARRANTS

2.1          
Additional Warrants

The Company may at any time and from time to time issue
additional warrants or grant options or similar rights to purchase shares of its
capital stock.

2.2          
Warrant to Rank Pari Passu

All Warrants and additional warrants, options or similar rights
to purchase shares from time to time issued or granted by the Company, will rank
pari passu whatever may be the actual dates of issue or grant thereof, or
of the dates of the certificates by which they are evidenced.

2.3          
Issue in substitution for Lost Warrants

	 	(a) 	
      In case a Warrant becomes mutilated, lost, destroyed or
      stolen, the Company, at its discretion, may issue and deliver a new
      Warrant of like date and tenor as the one mutilated, lost, destroyed or
      stolen, in exchange for and in place of and upon cancellation of such
      mutilated Warrant, or in lieu of, and in substitution for such lost,
      destroyed or stolen Warrant and the substituted Warrant will be entitled
      to the benefit hereof and rank equally in accordance with its terms with
      all other Warrants issued or to be issued by the Company.

	 	 	 
	 	(b) 	
      The applicant for the issue of a new Warrant pursuant
      hereto will bear the cost of the issue thereof and in case of loss,
      destruction or theft furnish to the Company such evidence of ownership and
      of loss, destruction, or theft of the Warrant so lost, destroyed or stolen
      as will be satisfactory to the Company in its discretion and such
      applicant may also be required to furnish indemnity in amount and form
      satisfactory to the Company in its discretion, and will pay the reasonable
      charges of the Company in connection therewith.



2.4          
Warrant Holder Not a Shareholder

The holding of a Warrant will not constitute the Holder thereof
a shareholder of the Company, nor entitle him to any right or interest in
respect thereof except as in the Warrant expressly provided.

3.           
 NOTICE

3.1          
Notice to Warrant Holders

Any notice required or permitted to be given to the Holders
will be in writing and may be given by prepaid registered post, electronic
facsimile transmission or other means of electronic communication capable of
producing a printed copy to the address of the Holder appearing on the Holder’s
Warrant or to such other address as any Holder may specify by notice in writing
to the Company, and any such notice will be deemed to have been given and
received by the Holder to whom it was addressed if mailed, on the third day
following the mailing thereof, if by facsimile or other electronic
communication, on successful transmission, or, if delivered, on delivery; but if
at the time or mailing or between the time of mailing and the third business day
thereafter there is a strike, lockout, or other labour disturbance affecting
postal service, then the notice will not be effectively given until actually
delivered.

3.2          
Notice to the Company

Any notice required or permitted to be given to the Company
will be in writing and may be given by prepaid registered post, electronic
facsimile transmission or other means of electronic communication capable of
producing a printed copy to the address of the Company set forth below or such
other address as the Company may specify by notice in writing to the Holder, and
any such notice will be deemed to have been given and received by the Company to
whom it was addressed if mailed, on the third day following the mailing thereof,
if by facsimile or other 




- 3 -

electronic communication, on successful transmission, or, if
delivered, on delivery; but if at the time or mailing or between the time of
mailing and the third business day thereafter there is a strike, lockout, or
other labour disturbance affecting postal service, then the notice will not be
effectively given until actually delivered:

	 	Pan American Gold Corporation 
	 	Suite 605 – 475 Howe Street 
	 	Vancouver, British Columbia 
	 	Canada V6C 2B3 
	 	  
	 	Attention: Michael Sweatman, Chief Financial
      Officer 
	 	  
	 	Fax No. (604) 608-3294 
	 	  
	 	with a copy to: 
	 	  
	 	Clark, Wilson 
	 	Barristers and Solicitors 
	 	800 – 885 West Georgia Street 
	 	Vancouver, British Columbia 
	 	Canada V6C 3H1 
	 	  
	 	Attention: Virgil Hlus 
	 	  
	 	Fax: (604) 687-6314 


4.            
EXERCISE OF WARRANTS

4.1          
Method of Exercise of Warrants

The right to purchase shares conferred by the Warrants may be
exercised by the Holder surrendering the Warrant Certificate representing same,
with a duly completed and executed subscription in the form attached hereto and
a bank draft or certified cheque payable to or to the order Company, at par, in
Vancouver, Canada, for the purchase price applicable at the time of surrender in
respect of the shares subscribed for in lawful money of the United States of
America, to the Company at the address set forth in, or from time to time
specified by the Company pursuant to, Section 3.2.

4.2          
Effect of Exercise of Warrants

	 	(a) 	
      Upon surrender and payment as aforesaid the shares so
      subscribed for will be deemed to have been issued and such person or
      persons will be deemed to have become the Holder or Holders of record of
      such shares on the date of such surrender and payment, and such shares
      will be issued at the subscription price in effect on the date of such
      surrender and payment.

	 	 	 
	 	(b) 	
      Within ten business days after surrender and payment as
      aforesaid, the Company will forthwith cause to be delivered to the person
      or persons in whose name or names the shares so subscribed for are to be
      issued as specified in such subscription or mailed to him or them at his
      or their respective addresses specified in such subscription, a
      certificate or certificates for the appropriate number of shares not
      exceeding those which the Warrant Holder is entitled to purchase pursuant
      to the Warrant surrendered.



4.3          
Subscription for Less Than Entitlement

The Holder of any Warrant may subscribe for and purchase a
number of shares less than the number which he is entitled to purchase pursuant
to the surrendered Warrant. In the event of any purchase of a number of shares
less than the number which can be purchased pursuant to a Warrant, the Holder
thereof upon exercise thereof will in 




- 4 -

addition be entitled to receive a new Warrant in respect of the
balance of the shares which he was entitled to purchase pursuant to the
surrendered Warrant and which were not then purchased.

4.4          
Warrants for Fractions of Shares

To the extent that the Holder of any Warrant is entitled to
receive on the exercise or partial exercise thereof a fraction of a share, such
right may be exercised in respect of such fraction only in combination with
another Warrant or other Warrants which in the aggregate entitle the Holder to
receive a whole number of such shares.

4.5          
Expiration of Warrants

After the expiration of the period within which a Warrant is
exercisable, all rights thereunder will wholly cease and terminate and such
Warrant will be void and of no effect.

4.6          
Time of Essence Time will be of the essence hereof. 

4.7          
Subscription Price

Each Warrant is exercisable at a price per share (the “Exercise
Price”) of US$0.90. One (1) Warrant and the Exercise Price are required to
subscribe for each share during the term of the Warrants.

4.8          
Adjustment of Exercise Price

	 	(a) 	
      The Exercise Price and the number of shares deliverable
      upon the exercise of the Warrants will be subject to adjustment in the
      event and in the manner following:

	 	 	 	 
	 		(i) 	
      If and whenever the shares at any time outstanding are
      subdivided into a greater or consolidated into a lesser number of shares
      the Exercise Price will be decreased or increased proportionately as the
      case may be; upon any such subdivision or consolidation the number of
      shares deliverable upon the exercise of the Warrants will be increased or
      decreased proportionately as the case may be.

	 	 	 	 
	 		(ii) 	
      In case of any capital reorganization or of any
      reclassification of the capital of the Company or in the case of the
      consolidation, merger or amalgamation of the Company with or into any
      other Company (hereinafter collectively referred to as a
      “Reorganization”), each Warrant will after such Reorganization confer the
      right to purchase the number of shares or other securities of the Company
      (or of the Company’s resulting from such Reorganization) which the Warrant
      Holder would have been entitled to upon Reorganization if the Warrant
      Holder had been a shareholder at the time of such
Reorganization.

	 	 	 	 
	 			
      In any such case, if necessary, appropriate adjustments
      will be made in the application of the provisions of this Article Four
      relating to the rights and interest thereafter of the Holders of the
      Warrants so that the provisions of this Article Four will be made
      applicable as nearly as reasonably possible to any shares or other
      securities deliverable after the Reorganization on the exercise of the
      Warrants.

	 	 	 	 
	 			
      The subdivision or consolidation of shares at any time
      outstanding into a greater or lesser number of shares (whether with or
      without par value) will not be deemed to be a Reorganization for the
      purposes of this clause 4.8(a)(ii).







- 5 -

	 	(b) 	
      The adjustments provided for in this Section 4.8 are
      cumulative and will become effective immediately after the record date or,
      if no record date is fixed, the effective date of the event which results
      in such adjustments.



4.9          
Determination of Adjustments

If any questions will at any time arise with respect to the
Exercise Price or any adjustment provided for in Section 4.8, such questions
will be conclusively determined by the Company’s Auditors, or, if they decline
to so act any other firm of certified public accountants in the United States of
America that the Company may designate and who will have access to all
appropriate records and such determination will be binding upon the Company and
the Holders of the Warrants.

5.           
 COVENANTS BY THE COMPANY

5.1          
Reservation of Shares

The Company will reserve and there will remain unissued out of
its authorized capital a sufficient number of shares to satisfy the rights of
purchase provided for herein and in the Warrants should the Holders of all the
Warrants from time to time outstanding determine to exercise such rights in
respect of all shares which they are or may be entitled to purchase pursuant
thereto and hereto.

6.            
WAIVER OF CERTAIN RIGHTS

6.1          
Immunity of Shareholders, etc.

The Warrant Holder, as part of the consideration for the issue
of the Warrants, waives and will not have any right, cause of action or remedy
now or hereafter existing in any jurisdiction against any past, present or
future incorporator, shareholder, Director or Officer (as such) of the Company
for the issue of shares pursuant to any Warrant or on any covenant, agreement,
representation or warranty by the Company herein contained or in the
Warrant.

7.            
MODIFICATION OF TERMS, MERGER, SUCCESSORS

7.1          
Modification of Terms and Conditions for Certain Purposes

From time to time the Company may, subject to the provisions of
these presents, modify the Terms and Conditions hereof, for the purpose of
correction or rectification of any ambiguities, defective provisions, errors or
omissions herein.

7.2          
Warrants Not Transferable

The Warrant and all rights attached to it are not
transferable.

DATED as of the date first above written in these Terms and
Conditions.

 

	 	PAN AMERICAN
      GOLD CORPORATION 
	 	 	 
	 	By: 	
	 	 	Michael Sweatman, Chief Financial Officer
  






FORM OF SUBSCRIPTION

	TO: 	Pan American Gold Corporation 
	  	Suite 605 – 475 Howe Street 
	  	Vancouver, BC 
	  	V6C 2B3 


The undersigned Holder of the within Warrants hereby subscribes
for ____________common shares (the “Shares”) of Pan American Gold Corporation
(the “Company) pursuant to the within Warrants at US$0.90 per Share on the terms
specified in the said Warrants. This subscription is accompanied by a certified
cheque or bank draft payable to or to the order of the Company for the whole
amount of the purchase price of the Shares.

The undersigned Holder hereby certifies that the undersigned is
not a U.S. person and is not subscribing for the Shares on behalf of a U.S.
person.

The undersigned hereby directs that the Shares be registered as
follows:

	NAME(S) IN FULL 	 	ADDRESS(ES) 	 	 	NUMBER OF SHARES 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	  	 	TOTAL: 	 	 	 
    	 


(Please print full name in which share certificates are to be
issued, stating whether Mr., Mrs. or Miss is applicable).

DATED this ________day of __________________, ______.

In the presence of:

	 	 	 
	Signature of Witness 	 	Signature of Warrant Holder




	Please print below your name and address in
      full. 
	 	 
	Name (Mr./Mrs./Miss) 	 
	 	 
	 	 
	Address 	 
	 	 
	 	 


INSTRUCTIONS FOR SUBSCRIPTION

The signature to the subscription must correspond in every
particular with the name written upon the face of the Warrant without alteration
or enlargement or any change whatever. If there is more than one subscriber, all
must sign. In the case of persons signing by agent or attorney or by personal
representative(s), the authority of such agent, attorney or representative(s) to
sign must be proven to the satisfaction of the Company. If the Warrant
certificate and the form of subscription are being forwarded by mail, registered
mail must be employed




EXHIBIT B

MULTILATERAL INSTRUMENT 45-106

ACCREDITED INVESTOR QUESTIONNAIRE

The purpose of this Questionnaire is to assure PAN AMERICAN
GOLD CORPORATION (the “Company”) that the undersigned (the “Subscriber”)
will meet certain requirements for the registration and prospectus exemptions
provided for under National Instrument 45-106 (“NI 45-106”), as adopted by the
Securities Commissions in Canada, in respect of a proposed private placement of
securities by the Company (the “Transaction”). The Company will rely on the
information contained in this Questionnaire for the purposes of such
determination.

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

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

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

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

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

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

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

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

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

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

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

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







- 2 -

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

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

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

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

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

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

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

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

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

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

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

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

	 	 	 
	 	[ ] 	
      (v) a person that is recognized or designated by the
      securities regulatory authority or, except in Ontario and Québec, the
      regulator as (i) an accredited investor, or (ii) an exempt purchaser in
      Alberta or British Columbia after this instrument comes into
  force;







- 3 -

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

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

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