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






PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT

(for completion by non-United States residents)

KEEWATIN WINDPOWER CORP.

The undersigned (the "Purchaser") hereby irrevocably subscribes
for and agrees to purchase 75,000 shares of common stock (the “Shares”)
in the capital of Keewatin Windpower Corp. (the “Company”), a Nevada company, at
a price of US$1.20 per Share for the aggregate purchase price of
US$90,000.00 (the "Funds"). Together with this Subscription Agreement,
the Purchaser is delivering to the Company the full amount of the purchase price
for the Shares in respect of which it is subscribing. The Offering is being
conducted in reliance upon the exemption from registration requirements of the
Securities Act of 1933 (the “Act”) set forth in Regulation S promulgated under
the Act and of Multilateral Instrument 45-106, Part 2.3 (the accredited investor
exemption). 

2.        Representations
and Warranties of the Purchaser. In order to induce the Company to accept
this subscription, the Purchaser hereby represents and warrants to, and
covenants with, the Company as follows:

A.      The Purchaser is purchasing
the Shares for the Purchaser’s own account (not as a nominee or agent) for
investment purposes and not with a view towards resale or distribution of any
part thereof. The Purchaser has no present arrangement or intention to sell or
distribute the Shares, or to grant participation in the Shares. The Purchaser
does not have any contract, undertaking, agreement or arrangement with any
person to sell, transfer or grant participation to such person, or to any third
person, with respect to any of the Shares sold hereby;

B.      The Purchaser acknowledges and
agrees that the United States Securities & Exchange Commission has not
reviewed the offering of the Shares and that the Shares have not been registered
under the Act and may not be offered or sold in the United States or to U.S.
persons unless the Shares are registered under the Act, sold in accordance with
the provisions of Regulation S of the Act or pursuant to an available exemption
from registration. The certificate representing the Shares will bear the
following legend and the Purchaser agrees to abide by the terms thereof:


	
      The Securities represented hereby have not been
      registered under the Securities Act of 1933 (the “Act”), and have
      been issued in reliance upon an exemption from the registration
      requirements of the Act provided by Regulation S promulgated under
      the Act. Such securities may not be re-offered for sale or resold
      or otherwise transferred except in accordance with the provisions
      of Regulation S, pursuant to an effective registration under the Act,
      or pursuant to an available exemption from registration under the
      Act. Hedging transactions involving the securities may not be
      conducted unless in compliance with the Act.





C.      The Purchaser has had the
opportunity to ask and receive answers to any and all questions the Purchaser
had with respect to the Company, its Business Plan, Management and current
financial condition;




D.      The Purchaser is an accredited
investor and has such knowledge and expertise in financial and business matters
that the Purchaser is capable of evaluating the merits and risks involved in an
investment in the Shares and acknowledges that an investment in the Shares
entails a number of very significant risks and the Purchaser is able to
withstand the total loss of the investment. The Purchaser acknowledges that the
Company has recommended that each Purchaser obtain independent legal and
financial advice prior to subscribing, including but not limited to advice as to
the legality of any resale of the securities comprising the Shares, as well as
the suitability of the investment for the Purchaser;

E.      Except as set forth in this
Agreement, no representations or warranties have been made to the Purchaser by
the Company or any agent, employee or affiliate of the Company and in entering
into this transaction the Purchaser is not relying upon any information, other
than that contained in this Agreement and the result of independent
investigation by the Purchaser;

F.      The Purchaser understands that
the Shares are being offered and sold to it in reliance on specific exemptions
from the registration requirements of the United States Federal and State
securities laws, as well as Ontario securities laws, and that the Company is
relying upon the truth and accuracy of the representations, warranties,
agreements, acknowledgments and understandings of the Purchaser set forth herein
in order to determine the applicability of such exemptions and the suitability
of the Purchaser to acquire the Shares;

G.      The Purchaser has full power
and authority to execute and deliver this Agreement and to perform its
obligations hereunder, and this Agreement is a legally binding obligation of the
Purchaser enforceable against the Purchaser in accordance with its terms; 

H.      The Purchaser is not
purchasing the Shares as a result of any advertisement of the offering of the
Shares; 

I.      This subscription for the
Shares has not been induced by any representations or warranties by any person
whatsoever with regard to the future value of the Company's securities;

J.      The Subscriber is not a “U.S.
Person” as defined by Regulation S of the Act and is not acquiring the Shares
for the account or benefit of a U.S. Person. A “U. S. Person” is defined by
Regulation S of the Act to be any person who is:

	 	(a) 	
      any natural person resident in the United
  States;

	 	 	 
	 	(b) 	
      any partnership or corporation organized or incorporated
      under the laws of the United States;

	 	 	 
	 	(c) 	
      any estate of which any executor or administrator is a
      U.S. person;

	 	 	 
	 	(d) 	
      any trust of which any trustee is a U.S.
person;

	 	 	 
	 	(e) 	
      any agency or branch of a foreign entity located in the
      United States;

	 	 	 
	 	(f) 	
      any non-discretionary account or similar account (other
      than an estate or trust) held by a dealer or other fiduciary organized,
      incorporate, or (if an individual) resident in the United States;
    and

	 	 	 
	 	(g) 	
      any partnership or corporation
if.







1 .     
organized or incorporated under the laws of any foreign jurisdiction; -and

2.     
formed by a U.S. person principally for the purpose of investing in securities
not registered under the Act, unless it is organized or incorporated, and owned,
by accredited investors [as defined in Section 230.501 (a) of the Act] who are
not natural persons, estates or trusts.

K.      The Purchaser agrees not to
engage in hedging transactions with regard to the Shares unless in compliance
with the Act; and

L.      The Purchaser agrees to
execute an agreement imposing restrictions on transfer of the Shares in the form
the Company requires.

3.      Representations of the
Company. The Company represents and warrants to the Purchaser that:

A.      The Company is duly
incorporated under the laws of the State of Nevada and is in good standing in
accordance with all applicable federal and state laws;

B.      The execution, delivery and
performance of this Agreement by the Company and the performance of its
obligations hereunder do not and will not constitute a breach or violation of
any of the terms and provisions of, or constitute a default under or conflict
with or violate any provisions of (i) the Company’s Articles of Incorporation or
By-laws, (ii) any indenture, mortgage, deed of trust, agreement or any
instrument to which the Company is a party or by which it or any of its property
is bound, (iii) any applicable statute or regulation, or (iv) any judgment,
decree or order of any court or government body having jurisdiction over the
Company or any of its property;

C.      The execution, delivery and
performance of this Agreement and the consummation of the issuance of the Shares
and the transactions contemplated by this Agreement are within the Company’s
corporate powers and have been duly authorized by all necessary corporate and
stockholder action on behalf of the Company;

D.      There is no action, suit or
proceeding before or by any court or governmental agency or body, domestic or
foreign, now pending or, to the knowledge of the Company, threatened against or
affecting the Company or any of its properties, which might result in any
material adverse change in the condition (financial or otherwise) or in the
earnings, business affairs or business prospects of the Company, or which might
materially and adversely affect the properties or assets thereof;

E.      The Company is not in default
in the performance or observance of any material obligation agreement, covenant
or condition contained in any material indenture, mortgage, deed of trust or
other material instrument or agreement to which it is a party or by which it or
its property may be bound; and neither the execution, nor the delivery by the
Company, nor the performance by the Company of its obligations under this
Agreement will conflict with or result in the breach or violation of any of the
terms or provisions of, or constitute a default or result in the creation or
imposition of a lien or charge on any assets or properties of the Company under
any material deed of trust or other material agreement or instrument to which
the Company is party or by which it is bound or any statute or the Articles of
Incorporation or By-laws of the Company, or any decree, judgment, order, ruling
or regulation of any court or government agency or body having jurisdiction over
the Company or its properties;




F.      There is no fact known to the
Company (other than general economic conditions known to the public generally)
that has not been disclosed in writing to the Purchaser that (i) could
reasonably be expected to have a material adverse effect on the condition
(financial or otherwise) or on the earnings, business affairs, business
prospects, properties or assets of the Company, or (ii) could reasonably be
expected to materially and adversely affect the ability of the Company to
perform its obligations pursuant to this Agreement.

4.      Non-Binding Until Accepted.
The Purchaser understands that this subscription is not binding upon the
Company until the Company accepts it, which acceptance is at the sole discretion
of the Company and is to be evidenced by the Company’s execution of this
Agreement where indicated. The funds advanced by the Purchaser cannot be used by
the Company until the Company has accepted the subscription and has executed
this Agreement.

5.      Non-Assignability.
Neither this Agreement nor any of the rights of the Purchaser hereunder may
be transferred or assigned by the Purchaser. Moreover, the Company shall refuse
to register any transfer of the common stock not made in accordance with the
provisions of Regulation S, pursuant to registration under the Act, or pursuant
to an available exemption from registration.

6.      Modification/Entire
Agreement. This Agreement (i) may only be modified by a written
instruction executed by the Purchaser and the Company; (ii) sets forth the
entire agreement of the Purchaser and the Company with respect to the subject
matter hereof; and (iii) shall enure heirs, legal representatives, successors
and permitted assigns.

7.      Governing Law. This
Agreement will be construed and enforced in accordance with and governed by the
laws of the State of Nevada.

8.      Notices. All Notices or
other communication hereunder shall be in writing and shall be deemed to have
been duly given if delivered personally (including courier service) or mailed by
certified or registered mail, return receipt requested, postage prepaid.




IN WITNESS WHEREOF the Purchaser has executed this
Securities Subscription Agreement on the date set forth below.

The Subscriber hereby offers to subscribe for 75,000
Shares on the terms and conditions of this Agreement and agrees to pay the
Funds and delivers herewith a certified check, money order or bank draft in the
sum of $90,000.00 (U.S.) made payable to the Company. Alternatively, the
Subscriber may send the subscription funds to the Company or its legal counsel
by wire transfer.

DATED: July 10, 2007


(sign below if Subscriber is an individual)


	Signature
      of the Subscriber 
	 
	Richard J.
      Kullberg 
	Printed Name of Subscriber 
	 
	3211
      McDonald Avenue 
	Residential Address of Subscriber 
	 
	Brandon,
      Manitoba, R7B 0B5, Canada 







Acceptance by the Company


This Agreement is accepted by the Company as of the 10th
day of July, 2007.

	 	KEEWATIN WINDPOWER CORP. 
	 	 
	 	per: 
	 	
	 	Authorized Signatory