Filed by Automated Filing Services Inc. (604) 609-0244 - Farallon Resources Ltd. - Exhibit 4.09






SHARE SUBSCRIPTION AGREEMENT

	TO: 	Farallon Resources Ltd. (“Farallon”)
  
	  	Suite 1020 – 800 West Pender Street
  
	  	Vancouver, British Columbia Canada V6C
      2V6 
	  	Phone: 604-684-6365 Fax: 604-681-2741
  



	FROM: 	 
    	 
	  	(Investor Name) 
	 	 
	RE: 	Common Shares of Farallon at $0.70
      each 
	  	Cut-off Time for Subscription Agreement: 5:00 p.m., December
      7th, 2007 
	  	  
	INSTRUCTIONS FOR COMPLETING THIS
      SUBSCRIPTION 
	 



	1. 	
      Complete the information required on page 2 with respect
      to subscription amounts and registration and delivery particulars for the
      Share certificates.

	2. 	
      Complete the applicable forms (the “Forms”) at the end of
      this Subscription:

		(a) 	
      Investors resident in Canada, sign Schedule A
      – Representation Letter For Accredited Investors

		(b) 	
      Investors who are US Persons (as defined herein)
      or who were offered the Shares or executed this Agreement in the
      United States, must be “accredited investors” within the meaning assigned
      in Rule 501(a) of Reg D and must complete and sign Schedule B –
      Certificate of U.S. Purchaser.

		(c) 	
      Investors who are not US Persons or Canadian residents
      need only complete page 2

	3. 	
      All investors fax or courier completed form and
      courier or wire subscription funds to the Issuer, at the above address,
      Attention: Shirley Main. All monetary amounts herein are in Canadian
      dollars. Certified cheque or bank draft should be payable to: “Farallon
      Resources Ltd.”



Signed and completed documents must be received with funds
no later than 5 p.m. Vancouver time, December 7th,
2007.

Wiring Instructions:

SCOTIABANK ACCCOUNT – CANADIAN ACCOUNT

	ACCOUNT NAME: 	FARALLON RESOURCES LTD. 
	BANK: 	THE BANK OF NOVA SCOTIA 
	  	650 WEST GEORGIA ST. SUITE 510 
	  	VANCOUVER, B.C. 
	SWIFT NO.: 	NOSCCATT 
	ACCOUNT NO.: 	0028312 
	TRANSIT NO.: 	01800 
	BANK NO.: 	002 
	  	  
	SCOTIABANK ACCOUNT – USD ACCOUNT 	  
	  	  
	ACCOUNT NAME: 	FARALLON RESOURCES LTD. 
	BANK: 	SCOTIABANK – PRIVATE BANKING UNIT 
	  	650 WEST GEORGIA ST. SUITE 510 
	  	VANCOUVER, B.C. 
	ABA NO.: 	026 002 532 
	BIC/SWIFT CODE: 	NOSCCATT 
	ACCOUNT NO.: 	01-30214 
	TRANSIT NO.: 	01800 
	BANK NO.: 	002 






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	 	(Name of Investor – please print) 	 	 	 	Number of Shares applied for:
    	 	 
	 	  	 	 	 	 	 
	 	 
    	 	 		
       
	
	 	(Signature of Investor) 	 	 
	 	  	 	 
	 	 	 	 		
      NOTE; THIS SUBSCRIPTION IS DEEMED TO
      BE AN OFFER BY THE INVESTOR FOR ANY OR ALL
      OF THE SHARES APPLIED FOR.- FARALLON MAY ELECT TO SELL A
      LOWER AMOUNT TO ANY INVESTOR THAN APPLIED
      HAS BEEN APPLIED FOR IN FARALLON’S SOLE
      DISCRETION. EXCESS FUNDS
      ADVANCED FOR ANY SHARES NOT ALLOCATED
      WILL BE RETURNED WITH THE SHARES FOR THE ACCEPTED
      PORTION 
	
		
      (Official Capacity or Title of Signatory, if
      Investor is not an individual – please print) 
		 
	 
	 	  	 	 
	 	 
    	 	 
		
      (Please print name of individual whose signature
      appears above if different than the name of the name of the
      Investor printed above.) 
		 
	 
	 
	 	  	 	 	 	 	 
	 	 
    	 	 	 	Subscription Amount Enclosed or Wired: 	 
	 	(Investor’s Address) 	 	 	 	 	 
	 	  	 	 	 	 	 
	 	  	 	 	 	 	 
	 	  	 	 	 	$ 	 
	 	  	 	 	 	Payable to: Farallon Resources
      Ltd. or wired as 	 
	 	  	 	 	 	per page 1 	 
	 	  	 	 	 	 	 
	 	  	 	 	 	 	 
	 	Investor’s Telephone Number and Fax
      Number) 	 	 	 	 	 
	 	  	 	 	 	 	 
	 	  	 	 	 	 	 
	 	Investor’s E-Mail Address (optional) 	 	 	 	 	 
	 	  	 	 	 	 	 
	 	REGISTER the Shares as set forth below
    	 	 	 	DELIVER the Shares as set forth
      below: 	 
	 	  	 	 	 	 	 
	 	  	 	 	 	 	 
	 	Name 	 	 	 	Name 	 
	 	  	 	 	 	 	 
	 	  	 	 	 	 	 
	 	Account reference, if applicable 	 	 	 	Account reference, if
      applicable 	 
	 	  	 	 	 	 	 
	 	  	 	 	 	 	 
	 	Address 	 	 	 	Contact Name 	 
	 	  	 	 	 	 	 
	 	  	 	 	 	 	 
	 	  	 	 	 	Address 	 
	 	  	 	 	 	 	 
	 	  	 	 	 	 	 
	 	  	 	 	 	 	 
	 	  	 	 	 	 	 
	 	 
    	 	 	 	Telephone Number 	 


Consent to the Disclosure of Information under Privacy
Legislation
The Investor acknowledges that certain “Personal Information”
(information about an identifiable individual) about the Investor may be
required to be disclosed by the Issuer to the Toronto Stock Exchange (the
“Exchange”) pursuant to Exchange policies and the Investor consents to the
disclosure of such Personal Information by the Issuer to the Exchange, and to
the collection, use and disclosure of such Personal Information by the Exchange
in accordance with its specified purposes.




- 3 -

ACCEPTANCE: The Issuer hereby accepts the above
subscription as to __________________ Shares.

FARALLON RESOURCES LTD.

	Per: 		 	Acceptance Date: 	 
	 	Authorized Signatory 	 	  	 






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Purchase of $0.70 Shares Exempt from Prospectus
Requirements

	1. 	Definitions 


1.1         
(a)           “Accredited
Investor” means, for an Investor resident in Canada or the United States a
high net worth or high income person who fits into one of the categories on
Schedule A or Schedule B hereto 

(b)          
“Applicable Securities Laws” means the securities legislation having
application and the rules, policies, notices and orders issued by applicable
securities regulatory authorities, including the TSX having application over
this Offering and the Issuer in the Principal Canadian Jurisdictions;

(c)          
“Closing” means a completion of an issue and sale by the Issuer and the
purchase by the Investors of the Securities pursuant to this Subscription
Agreement at 10:00 a.m. (Vancouver time) on the Closing Date. Closings may occur
on one or more dates as the Issuer may determine within the requirements of
Regulatory Acceptance;

(d)           “Closing
Date” means the day following Regulatory Acceptance of this subscription and
others which form part of the Offering and which is expected to occur on or
about December 18, 2007 as the Issuer may determine within the requirements of
the TSX. On the Closing Date the Shares will be issued and delivered to Investor
or as it may direct;

(e)          
“Cut-off Time” means the date after which the Issuer will no longer
accept subscriptions. The Cut-off Time is 5:00 p.m. Vancouver time, December
7th, 2007 for receipt by Farallon of subscriptions and funds; 

(f)           “Exemptions”
means the exemptions from the registration and prospectus or equivalent
requirements under Applicable Securities Laws;

(g)          
“Foreign Portfolio Manager” means a person who carries on business as a
“portfolio manager” (within the meaning of that term under Applicable Securities
Laws) in an Overseas Jurisdiction and who purchases Shares as an agent for fully
managed accounts;

(h)          
“fully managed” in relation to an account, means that the Investor has
the discretion as to the account as contemplated by Applicable Securities
Law;

(i)          
“Investor” means the person or persons named as Investor on the face page
of this Subscription Agreement and if more than one person is so named, means
all of them jointly and severally;

(j)           “Issuer”
also refers to Farallon as the issuer of the Shares

(k)           “material”
means material in relation to the Issuer and any subsidiary considered on a
consolidated basis;

(l)           “material
change” means any change in the business, operations, assets, liabilities,
ownership or capital of the Issuer and any subsidiary considered on a
consolidated basis that would reasonably be expected to have a significant
effect on the market price or value of the Issuer’s securities;

(m)           “material
fact” means any fact that significantly affects or would reasonably be
expected to have a significant effect on the market price or value of the
Issuer’s securities;

(n)          
“misrepresentation” is as generally defined under Applicable Securities
Laws;

(o)           “Offering”
means the planned sale by the Issuer of up to $5 million of Shares on the terms
set forth in this Agreement. The Issuer is concurrently offering approximately
$20 million under a concurrent prospectus offering. The Investor is advised
these offerings are not interdependent, that there is no certainty 




- 5 -

the prospectus offering will complete.
The Shares sold hereunder will be subject to resale restrictions, the prospectus
offering shares will not be subject to resale restrictions in Canada. 

(p)           “Overseas
Jurisdiction” means a country other than Canada or the United States;

(q)           “Portfolio
Manager” means an adviser who manages the investment portfolio of clients
through discretionary authority granted by one or more clients;

(r)           “Public
Record” means information which has been publicly filed by the Issuer on
SEDAR at www.SEDAR.com and on EDGAR at
www.SEC.gov/edgar.shtml under Applicable
Securities Laws;

(s)          
“Principal Canadian Jurisdictions” means British Columbia, Alberta and
Ontario; (t) “Regulation D” means Regulation D under the U.S. Securities
Act; (u) “Regulation S” means Regulation S under the U.S. Securities
Act;

(v)           “Regulatory
Acceptance” means the acceptance of the transaction contemplated hereby and
the approval for listing of the Shares by the TSX;

(w)          
“Securities” means the Shares;

(x)           “Share”
means a common share without par value in the capital of the Issuer;

(y)           “Subscription
Agreement” means this subscription agreement between the Investor and the
Issuer, including all Schedules incorporated by reference as it may be amended
or supplemented from time to time;

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

(aa)          
“U.S. Person” means a U.S. Person as defined in Regulation S; and

(bb)          
“U.S. Securities Act” means the Securities Act of 1933, as
amended, of the United States of America.

	2. 	Prospectus Exempt Subscription
      Commitment 


2.1                     The
undersigned (the “Investor”) hereby subscribes for and agrees to purchase from
Farallon Resources Ltd. (herein the “Issuer”), subject to the terms and
conditions set forth herein, that number of Shares of the Issuer set out on the
face page of this Subscription Agreement at the price of $0.70 per Share.
Subject to the terms hereof, this Subscription will be deemed to have been made
and be effective only upon its acceptance in whole or in part by Farallon.

	3. 	Closings-Initial and Subsequent
  


3.1                     The
Investor must deliver to the offices of the Issuer on or before the Cut-off
Time, this subscription agreement duly completed and executed in accordance with
the instructions on the face page of this Agreement and arrange for concurrent
wiring or delivery of certified funds for the first tranche. On request by the
Issuer, the Investor agrees to complete and deliver any other information as may
reasonably be required by regulatory authorities, stock exchanges and Applicable
Securities Laws to complete the transactions contemplated by this Agreement.
Delivery against payment for the Shares will be completed by the Issuer at its
offices on the Closing Date being a date following Regulatory Acceptance at
which time certificates representing the Shares will be delivered to the
Investor as the Investor shall instruct. Investor hereby waives receiving any
prior notice of Closing. The Closing is targeted for on or about December 18,
2007.




- 6 -

3.2                     Once
this agreement is accepted by the Issuer, the completion of the sale of
securities contemplated by this subscription is subject only to Regulatory
Acceptance being obtained.

3.3                     The
Investor agrees that the funds advanced hereunder may be thereupon used by the
Issuer and will be treated by the parties as a short term loan to the Issuer
until Closing.

4.                     Investor’s
Acknowledgements – Regarding Risk, Restrictions, Independent Advice

4.1                    
The Investor represents and warrants and acknowledges and agrees with (on its
own behalf and, if applicable, on behalf of each beneficial purchaser for whom
the Investor is contracting hereunder) the Issuer that

(a)          
its decision to execute this Subscription and purchase the Securities agreed to
be purchased hereunder has not been based upon any oral or written
representation as to fact or otherwise made by or on behalf of the Issuer, and
that its decision is based entirely upon its review of information about the
Issuer in the Public Record;

(b)           no
prospectus has been filed by the Issuer with any securities commission or
similar authority in Canada or elsewhere, in connection with the issuance of the
Securities, and the issuance and the sale of the Shares is subject to such sale
being exempt from the prospectus/registration requirements under Applicable
Securities Laws and accordingly:

(i)           the
Investor is restricted from using certain of the civil remedies available under
such legislation;

(ii)           the
Investor may not receive information that might otherwise be required to be
provided to it under such legislation; and

(iii)           the
Issuer is relieved from certain obligations that would otherwise apply under
such legislation;

(c)          
the Investor (or others for whom the Investor is contracting hereunder) has been
advised to consult its own legal advisors with respect to the merits and risks
of an investment in the Securities and with respect to applicable resale
restrictions and it (or others for whom it is contracting hereunder) is solely
responsible (and the Issuer is in no way responsible) for compliance with
applicable resale restrictions;

(d)           to
the knowledge of the Investor, the sale of the Securities was not accompanied by
any public advertisement;

(e)          
the offer made by this agreement is irrevocable (subject to the right of the
Issuer to reject any Subscription prior to Closing by refunding any subscription
funds) and requires acceptance by the Issuer in whole or in part;

(f)          
this Subscription is not enforceable by the Investor unless it has been accepted
by the Issuer and the Investor waives any requirement on the Issuer’s behalf to
immediately communicate its acceptance for this Subscription to the
Investor;

(g)           the
Securities are speculative investments which involve a substantial degree of
risk;

(h)          
the Investor is sophisticated in financial investments, has had access to and
has received all such information concerning the Issuer that the Investor has
considered necessary in connection with the Investor’s investment decision and
the Investor will not receive an offering memorandum or similar disclosure
document;

(i)          
the subscription proceeds will be available to the Issuer on Closing and this
subscription is not conditional on any other subscription completing. The Issuer
may pay commissions in connection with this Subscription in its discretion;




- 7 -

(j)           no
agency, governmental authority, regulatory body, stock exchange or other entity
has made any finding or determination as to the merit for investment of, nor
have any such agencies or governmental authorities made any recommendation or
endorsement with respect to, the Securities; and

(k)           the
Issuer will rely on the representations and warranties made herein or otherwise
provided by the Investor to the Issuer in completing the sale and issue of the
Shares to the Investor.

4.2                    
The Investor hereby agrees that with respect to any personal information
provided in this document or otherwise received by or in possession of the
Issuer (“Personal Information”), the Investor hereby acknowledges that the TSX
Group and its affiliates, authorized agents, subsidiaries and divisions,
including the TSX (collectively referred to as the “Exchange”) collect Personal
Information in certain Forms that are submitted by the individual and/or by an
Issuer or Applicant and use it for the following purposes:

	to conduct background checks,
  
	to verify the Personal Information that has been provided about each
  individual,
  
	to consider the suitability of the individual to act as an officer,
  director, insider, promoter, investor relations provider or, as applicable, an
  employee or consultant, of the Issuer or Applicant,
  
	to consider the eligibility of the Issuer or Applicant to list on the
  Exchange,
  
	to provide disclosure to market participants as to the security holdings
  of directors, officers, other insiders and promoters of the Issuer, or its
  associates or affiliates,
  
	to conduct enforcement proceedings, and
  
	to perform other investigations as required by and to ensure compliance
  with all applicable rules, policies, rulings and regulations of the Exchange,
  securities legislation and other legal and regulatory requirements governing
  the conduct and protection of the public markets in Canada. 


As part of this process, the Exchange also collects additional
Personal Information from other sources, including but not limited to,
securities regulatory authorities in Canada or elsewhere, investigative, law
enforcement or self-regulatory organizations, regulations services providers and
each of their subsidiaries, affiliates, regulators and authorized agents, to
ensure that the purposes set out above can be accomplished.

The Personal Information the Exchange collects may also be
disclosed:

(a)           to
the agencies and organizations in the preceding paragraph, or as otherwise
permitted or required by law, and they may use it in their own investigations
for the purposes described above; and

(b)           on
the Exchange’s website or through printed materials published by or pursuant to
the directions of the Exchange.

(a)          
The Exchange may from time to time use third parties to process information
and/or provide other administrative services. In this regard, the Exchange may
share the information with such third party service providers

(b)          
the disclosure of any Personal Information to the TSX and such securities
commissions as may have jurisdiction over the Issuer; and

(c)           the
further collection, use and disclosure of any Personal Information by the
aforesaid regulator authorities for the discharge of their regulatory
functions.

	5. 	Investor’s Status to Purchase Prospectus
      Exempt Securities 


5.1                     The
Investor, by its execution of this Subscription Agreement, hereby further
represents, warrants to, and covenants with, the Issuer (which representations,
warranties and covenants shall survive the Closing of the Offering) that the
Investor is purchasing the Shares as principal for its own account, it is
purchasing such Shares not for the benefit of any other person, and not with a
view to the resale or distribution of the Shares and one of the following
Exemptions applies to the Investor: (Investors Outside of Canada go
to §5.2 and note §5.3(n) )




- 8 -

(a)           Insiders’
Family, Close Friends and Business Associates Exemption (this exemption requires
a form not included herewith. Please contact the Issuer for the form) 

The Investor is:

(i)           a
director, executive officer or control person of the Issuer, or of an affiliate
of the Issuer,

(ii)           a
spouse, parent, grandparent, brother, sister or child of a director, executive
officer or control person of the Issuer, or of an affiliate of the Issuer,

(iii)          
a parent, grandparent, brother, sister or child of the spouse of a director,
executive officer or control person of the Issuer or of an affiliate of the
Issuer,

(iv)           a
close personal friend of a director, executive officer or control person of the
Issuer, or of an affiliate of the Issuer, 

(v)           a
close business associate of a director, executive officer or control person of
the Issuer, or of an affiliate of the Issuer,

(vi)          a
founder of the Issuer or a spouse, parent, grandparent, brother, sister, child,
close personal friend or close business associate of a founder of the
Issuer,

(vii)         a
parent, grandparent, brother, sister or child of a spouse of a founder of the
Issuer,

(viii)         a
person of which a majority of the voting securities are beneficially owned by,
or a majority of the directors are, persons described in paragraphs (i) to
(vii), or

(ix)           a
trust or estate of which all of the beneficiaries or a majority of the trustees
or executors are persons described in paragraphs (i) to (vii);

(b)           Minimum
Amount Exemption

(i)           The
aggregate acquisition cost of purchasing the Shares will not be less than
Cdn.$150,000 paid in cash at the time of purchase, and the Investor has not been
created or used solely to purchase or hold the Shares in reliance on this
Exemption;

(c)           Accredited
Investor Exemption

The Investor is an “Accredited
Investor” and the Investor has properly completed and duly executed the
Representation Letter for Accredited Investors attached to this Subscription
Agreement as Schedule A indicating the means by which the Investor is an
Accredited Investor and confirms the truth and accuracy of all statements made
by the Investor in such certificate; or

(d)           For
residents of Ontario only, the Investor is: 

(i)           a
founder of the Issuer, 

(ii)           an
affiliate of a founder of the Issuer,

(iii)           a
spouse, parent, brother, sister, grandparent or child of an executive officer,
director or founder of the Issuer, or

(iv)           a
person that is a control person of the Issuer.




- 9 -

	5.2 	Investors Outside of Canada
  


If the Investor is resident in a jurisdiction outside of Canada
it acknowledges and certifies that:

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

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

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

(d)           there
are restrictions on the Investor’s ability to resell the Shares and it is the
responsibility of the Investor to determine what those restrictions are and to
comply with them before selling the Shares;

(e)           the
Issuer has advised the Investor that the Issuer is relying on an exemption from
the requirements to provide the Investor with a prospectus and to sell the
Shares through a person registered to sell the Shares under Applicable
Securities Laws and, as a consequence of acquiring securities pursuant to this
exemption, certain protections, rights and remedies provided by Applicable
Securities Laws, including statutory rights of rescission or damages, will not
be available to the Investor;

(f)           the
Investor is knowledgeable of securities legislation having application or
jurisdiction over the Investor and the Offering (other than the laws of Canada
and the United States) which would apply to this subscription;

(g)          
the Investor is purchasing the Shares pursuant to exemptions from any
prospectus, registration or similar requirements under the laws of that
International Jurisdiction and or, if such is not applicable, the Investor is
permitted to purchase the Investor’s Shares, and the Issuer has no filing
obligations in the International Jurisdiction;

(h)           no
laws in the International Jurisdiction require the Issuer to make any filings or
seek any approvals of any kind whatsoever from any regulatory authority of any
kind whatsoever in the International Jurisdiction;

(i)           the
Shares are being acquired for investment only and not with a view to resale and
distribution within the International Jurisdiction; and

(j)           if
it is a resident of the United Kingdom then it complies with the provisions of
§5.1 of this Subscription Agreement as if it were a resident of British Columbia
and it is a person of the described in Article 11(3) of the Financial
Services Act, 1986 (Investment Advertisements) (Exemptions) Order
1996, as amended, and is a person whose ordinary activities involve it in
acquiring, holding, managing or disposing of investments (as principal or agent)
for the purpose of its business.

	5.3 	Other General Representations Made by All
      Investors 


The following representations are hereby made by each Investor
subject to the provisos contained below:

(a)           the
Investor has no knowledge of a “material fact” or “material change”, as those
terms are defined in Applicable Securities Laws, in respect of the affairs of
the Issuer that has not been generally disclosed to the public;

(b)          
the Investor (and, if applicable, any beneficial purchaser for whom it is
acting) is resident in the jurisdiction set out under the heading “Name and
Address of Investor” on the execution page of this Subscription Agreement;

(c)          
the Investor has the legal capacity and competence to enter into and execute
this Subscription and to take all actions required pursuant hereto and, if the
Investor is a corporation, it is duly incorporated and 




- 10 -

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 of this
Subscription Agreement on behalf of the Investor;

(d)          
the entering into of this Subscription 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
Investor or of any agreement, written or oral, to which the Investor may be a
party or by which the Investor is or may be bound;

(e)           the
investor is aware a finder’s fee or other commission may be paid by the Issuer
in Connection with this Subscription;

(f)           the
Investor has duly and validly authorized, executed and delivered this
Subscription Agreement and understands it is intended to constitute a valid and
binding agreement of the Investor enforceable against the Investor;

(g)           in
connection with the Investor’s investment in the Shares, the Investor has not
relied upon the Issuer for investment, legal or tax advice, and has, in all
cases sought the advice of the Investor’s own personal investment advisor, legal
counsel and tax advisers or has waived its rights thereto and the Investor is
either experienced in or knowledgeable with regard to the affairs of the Issuer,
or either alone or with its professional advisors is capable, by reason of
knowledge and experience in financial and business matters in general, and
investments in particular, of evaluating the merits and risks of an investment
in the Shares and is able to bear the economic risk of the investment and it can
otherwise be reasonably assumed to have the capacity to protect its own interest
in connection with the investment in the Shares;

(h)           no
person has made to the Investor any written or oral representations: 

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

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

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

(iv)           that
the Shares will be listed and posted for trading on any stock exchange or that
application has been made to list the Shares of the Issuer on any stock
exchange;

No U.S. Investor Participation
Without Providing Accredited Investor Form (Schedule B)

(i)           The
Investor represents and warrants either:

(i)           the
Investor

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

(B)           was
not offered Shares in the United States; and

(C)           did
not execute or deliver this Agreement in the United States; OR

(ii)          
the Investor is a U.S. Person who is an "accredited investor" as defined in Rule
501(a) of Regulation D of the U.S. Securities Act; and

(iii)          
in the case of paragraph 5.3(i)(ii) above, the Investor has duly completed,
executed and delivered to the Issuer the Certificate of U.S. Purchaser attached
hereto as Schedule B, and represents, warrants and covenants to the Issuer as to
the accuracy of all matters set out therein as at the date hereof and on the
Closing Date;




- 11 -

(j)          
Unless the Investor completes the Certificate of U.S. Purchaser included herein
as Schedule B in connection with a purchase of the Shares made in reliance on
Regulation E, the Investor additionally represents and warrants that:

(i)           the
Investor does not have any agreement or understanding (either written or oral)
with any U.S. Person or a person in the United States respecting:

(A)           the
transfer or assignment of any rights or interests in any of the Shares;

(B)           the
division of profits, losses, fees, commissions, or any financial stake in
connection with this Subscription; or

(C)           the
voting of the Shares; and

(ii)           the
Investor has no intention to distribute either directly or indirectly any of the
Shares in the United States or to U.S. Persons; and

(iii)           the
Investor represents that the current structure of this transaction and all
transactions and activities contemplated hereunder is not a scheme to avoid the
registration requirements of the U.S. Securities Act;

(k)           The
Investor acknowledges and agrees that:

(i)           the
Shares have not been registered under the U.S. Securities Act, and may not be
offered or sold in the United States or to a U.S. Person unless an exemption
from such registration requirements is available;

(ii)           the
Issuer has no obligation or present intention of filing a registration statement
under the U.S. Securities Act in respect of the Shares; and

(iii)          
the Investor will not engage in any directed selling efforts (as defined by
Regulation S under the U.S. Securities Act) in the United States in
respect of the Shares, 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 the Shares;

Sole Responsibility Compliance with
Resale Laws

(l)          
the Investor will comply with Applicable Securities Laws and, if applicable,
Rule 904 of Regulation S concerning the resale of the Shares and all related
restrictions (and the Issuer is not in any way responsible for such compliance)
and shall speak and consult with its own legal advisors with respect to such
compliance;

Own Expense

(m)          
the Investor acknowledges and agrees that all costs and expenses incurred by the
Investor (including any fees and disbursements of any special counsel or other
advisors retained by the Investor) relating to the purchase of the Shares shall
be borne by the Investor;

International Investor

(n)           if
the Investor is resident of an International Jurisdiction (meaning herein a
country other than Canada or the United States) then:

(i)           the
Investor is knowledgeable of securities legislation having application or
jurisdiction over the Investor and the Offering (other than the laws of Canada
and the U.S.) which would apply to this subscription;




- 12 -

(ii)           the
Investor is purchasing the Shares pursuant to exemptions from any prospectus,
registration or similar requirements under the laws of that International
Jurisdiction and or, if such is not applicable, the Investor is permitted to
purchase the Investor’s Shares, and the Issuer has no filing obligations in the
International Jurisdiction;

(iii)          
no laws in the International Jurisdiction require the Issuer to make any filings
or seek any approvals of any kind whatsoever from any regulatory authority of
any kind whatsoever in the International Jurisdiction; 

(iv)          
the Shares are being acquired for investment only and not with a view to resale
and distribution within the International Jurisdiction; and

(v)           in
no event can the Shares be resold in the United States or to a US Person within
41 days from the date of issuance.

	6. 	Farallon’s Representations



6.1                     Farallon,
as Issuer, represents and warrants to the Investor that, as of the date of this
Subscription Agreement and at Closing hereunder:

(a)           the
Issuer’s Public Record is correct in all material respects and does not omit any
material information about the issuer;

(b)           the
Issuer and its subsidiaries are valid and subsisting corporations duly
incorporated and in good standing under the laws of the jurisdictions in which
they are incorporated, continued or amalgamated, and each is a “foreign private
issuer” as defined in §230.405 of Regulation C promulgated under the U.S.
Securities Act and shall remain a foreign private issuer;

(c)           the
Issuer has complied, or will comply, with Applicable Securities Laws and all
applicable corporate laws and regulations in connection with the offer, sale and
issuance of the Securities, and in connection therewith has not engaged in any
“direct selling efforts,” as such term is defined in Regulation S, or any
“general solicitation or general advertising” as described in Regulation D;

(d)          
the Issuer and its subsidiaries are the beneficial owners of the properties,
business and assets or the interests in the properties, business or assets
referred to in its Public Record and except as disclosed therein, all agreements
by which the Issuer or its subsidiaries holds an interest in a property,
business or asset are in good standing according to their terms, and the
properties are in good standing under the applicable laws of the jurisdictions
in which they are situated; 

(e)           the
financial statements contained in the Public Record accurately reflect the
financial position of the Issuer as at the date thereof, and no adverse material
changes in the financial position of the Issuer have taken place since the date
of the Issuer’s last financial statements except as filed in the Public
Record;

(f)           the
creation, issuance and sale of the Shares by the Issuer does not and will not
conflict with and does not and will not result in a breach of any of the terms,
conditions or provisions of its constating documents or any agreement or
instrument to which the Issuer is a party;

(g)           the
Securities will, at the time of issue, be duly allotted, validly issued, fully
paid and non-assessable and will be free of all liens, charges and encumbrances
and the Issuer will reserve sufficient shares in the treasury of the Issuer to
enable it to issue the Shares;

(h)           this
Subscription when accepted has been duly authorized by all necessary corporate
action on the part of the Issuer and, subject to acceptance by the Issuer,
constitutes a valid obligation of the Issuer legally binding upon it and
enforceable in accordance with its terms;




- 13 -

(i)           neither
the Issuer nor any of its subsidiaries is a party to any actions, suits or
proceedings which could materially affect its business or financial condition,
and to the best of the Issuer’s knowledge no such actions, suits or proceedings
have been threatened as at the date hereof, except as disclosed in the Public
Record;

(j)           no
order ceasing or suspending trading in the securities of the Issuer nor
prohibiting sale of such securities has been issued to the Issuer or its
directors, officers or promoters and to the best of the Issuer’s knowledge no
investigations or proceedings for such purposes are pending or threatened;
and

(k)          
except as set out in the Public Record or herein, no person has any right,
agreement or option, present or future, contingent or absolute, or any right
capable of becoming a right, agreement or option for the issue or allotment of
any unissued Shares of the Issuer or any other security convertible or
exchangeable for any such shares or to require the Issuer to purchase, redeem or
otherwise acquire any of the issued or outstanding shares of the Issuer.

	7. 	
      Covenants of the Issuer

	 	 
	7.1 	
      The Issuer hereby covenants with each Investor that it
      will:



(a)          
offer, sell, issue and deliver the Securities pursuant to exemptions from the
prospectus filing, registration or qualification requirements of Applicable
Securities Laws and otherwise fulfil all legal requirements required to be
fulfilled by the Issuer (including without limitation, compliance with all
Applicable Securities Laws of the Principal Canadian Jurisdictions) in
connection with the Offering;

(b)           use
its best efforts to maintain its status as a “reporting issuer” in good standing
in Canada for a period of 12 months after the Closing Date;

(c)           within
the required time, file with the TSX any documents, reports and information, in
the required form, required to be filed by Applicable Securities Laws in
connection with the Offering, together with any applicable filing fees and other
materials; and

(d)           the
Issuer will use reasonable commercial efforts to satisfy as expeditiously as
possible any conditions of the TSX required to be satisfied prior to the
Regulatory Acceptance of this Offering.

	8. 	Resale Restrictions and Legending of
      Securities 


8.1                     The
Investor acknowledges that any resale of the Securities will be subject to
resale restrictions contained in the Applicable Securities Laws applicable to
the Issuer, the Investor or any proposed transferee. All Investors will receive,
for the Shares acquired, a certificate bearing the following legend imprinted
thereof:

“Unless permitted under securities
legislation, the holder of the securities shall not trade the securities before
[insert that date which is four months and a day from the Closing Date.]

“The securities represented by this
certificate are listed on the Toronto Stock Exchange (“TSX”); however, the said
securities cannot be traded through the facilities of TSX since they are not
freely transferable, and consequently any certificate representing such
securities is not ‘good delivery’ in settlement of transactions on the TSX.”

8.2                     Investors
who are U.S Persons or who use herein an address in the U.S. who execute this
Agreement in the United States (which the Issuer will presume absent other
evidence) will receive a certificate bearing the following legend imprinted
thereon as well as the legend referred to in §8.1:

“The securities represented hereby have
not been and will not be registered under the United States Securities Act of
1933, as amended (the “U.S. Securities Act”). The holder hereof, by purchasing
such securities, agrees for the benefit of the Issuer that such securities may
be offered, sold, pledged or otherwise transferred only (a) to the Issuer, (b)
outside the United States in 




- 14 -

accordance with Rule 904 of Regulation
S under the U.S. Securities Act if applicable, (c) inside the United States (1)
pursuant to the exemption from the registration requirements under the U.S.
Securities Act provided by Rule 144 thereunder, if available, and in accordance
with applicable State securities laws, or (2) in a transaction that does not
require registration under the U.S. Securities Act or any applicable State laws
and regulations governing the offer and sale of securities, and the holder has
prior to such sale furnished to the Issuer an opinion of counsel or other
evidence of exemption in form and substance reasonably satisfactory to the
Issuer. Provided that if the Issuer is a “foreign issuer” as that term is
defined by Regulation S of the U.S. Securities Act at the time of sale, a new
certificate bearing no restrictive legend, delivery of which will constitute
“Good Delivery” may be obtained form the transfer agent, upon delivery of this
certificate and a duly executed declaration, in form satisfactory to the Issuer
and its transfer agent, to the effect that the sale of the securities
represented hereby is being made in compliance with Rule 904 of Regulation S
under the U.S. Securities Act.”

and that any certificate representing any Securities issued in
exchange therefor or in substitution thereof will bear the same legend,
provided, however, that if the Issuer is a “foreign issuer” as that term
is defined by Regulation S under the U.S. Securities Act at the time of sale of
any Shares, a new certificate bearing no legend may be obtained from transfer
agent upon delivery of the certificate evidencing such securities and a duly
executed declaration, in a form satisfactory to the Company and transfer agent
to the effect that the sale of the securities is being made in compliance with
Rule 904 of Regulation S under the U.S. Securities Act. The Issuer also reserves
the right to affix to the Securities the legend contained in this §8.2 or a
similar legend if such legend is required to be affixed in order to secure
Regulatory Acceptance or compliance with the U.S. Securities Act.

	9. 	Investor’s Consent to Issuer to Correct or
      Complete Subscription Agreement 


9.1                     The
Investor consents to the Issuer and or its agents completing or correcting the
Investor’s subscription agreement as may reasonably be required to finalize
it.

	10. 	General 


10.1                     Time
is of the essence hereof.

10.2                     Neither
this Subscription Agreement nor any provision hereof shall be modified, changed,
discharged or terminated except by an instrument in writing signed by the party
against whom any waiver, change, discharge or termination is sought.

10.3                     The
parties hereto shall execute and deliver all such further documents and
instruments and do all such acts and things as may either before or after the
execution of this Subscription Agreement be reasonably required to carry out the
full intent and meaning of this Subscription Agreement.

10.4                     This
Subscription Agreement shall be subject to, governed by and construed in
accordance with the laws of British Columbia and the laws of Canada as
applicable therein and the Investor hereby irrevocably attorns to the
jurisdiction of the Courts situate therein.

10.5                     This
Subscription Agreement may not be assigned by any party hereto.

10.6                     The
Issuer shall be entitled to rely on delivery of a facsimile copy of this
Subscription Agreement, and acceptance by the Issuer of a facsimile copy of this
Subscription Agreement shall create a legal, valid and binding agreement between
the Investor and the Issuer in accordance with its terms.

10.7                     This
Subscription Agreement may be signed by the parties in as many counterparts as
may be deemed necessary, each of which so signed shall be deemed to be an
original, and all such counterparts together shall constitute one and the same
instrument.

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




- 15 -

hereto, the completion of the issue of Shares of the Issuer and
any subsequent disposition by the Investor of the Shares;

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

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

10.11                   All
monetary amounts are in Canadian Dollars.




SCHEDULE A

REPRESENTATION LETTER

(FOR ACCREDITED INVESTORS-Canadian Investors only)

	TO: 	Farallon Resources Ltd. (“Farallon”)
  


In connection with the purchase of common shares in the capital
of Farallon (“Shares”) by the undersigned Investor or, if applicable, the
principal on whose behalf the undersigned is purchasing as agent (the
“Investor” for the purposes of this Schedule A), the Investor hereby
represents, warrants, covenants and certifies to Farallon that:

	1. 	
      The Investor is purchasing the Shares as principal for
      its own account or is deemed to be acting as principal pursuant to
      National Instrument 45-106 entitled “Properties and Registration
      Exemptions” (“NI 45-106”);

	 	 
	2. 	
      The Investor is an “accredited investor” within the
      meaning of NI 45-106 by virtue of satisfying the indicated criterion as
      set out in Appendix “A” to this Representation Letter; and

	 	 
	3. 	
      Upon execution of this Schedule A by the Investor, this
      Schedule A shall be incorporated into and form a part of the Subscription
      Agreement.



Dated: _________________________, 2007.

	 	 
	 	Print name of Investor
    
	 	 	 
	 	By: 	
	 	 	Signature 
	 	 	 
	 	 	Print name of Signatory (if different from
      Investor) 
	 	 	 
	 	 	Title 


IMPORTANT: PLEASE INITIAL APPENDIX “A” ON THE NEXT
PAGE




APPENDIX “A”

TO SCHEDULE A

Accredited Investor - (defined in NI 45-106) means:

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

	 	
       

	[     ]	
      (b)          
      an individual whose net income before taxes exceeded $200,000 in each of
      the 2 most recent calendar years or whose net income before taxes combined
      with that of a spouse exceeded $300,000 in each of the 2 most recent
      calendar years and who, in either case, reasonably expects to exceed that
      net income level in the current calendar year; 

	 	
       

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

	 	
       

	[     ]	
      (d)           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; 

	 	
       

	[     ]	
      (e)          
      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; 

	 	
       

	[     ]	
      (f)           a
      Canadian financial institution, or a Schedule III bank; 

	 	
       

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

	 	
       

	[     ]	
      (h)           a
      subsidiary of any person referred to in paragraphs (f) or (g), 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; 

	 	
       

	[     ]	
      (i)           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);
      

	 	
       

	[     ]	
      (j)           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 (i); 

	 	
       

	[     ]	
      (k)           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; 

	 	
       

	[     ]	
      (l)           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;
  

	 	
       

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

	 	
       

	[     ]	
      (n)          
      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; 

	 	
       

	[     ]	
      (o)           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; 







- 2 -

			
      (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
      reinvestment] of NI 45-106; 

	  	  	
      
	
      

	[     ]	
      (p)         
       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;
    

	  	
       

	[     ]	
      (q)            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; 

	  	
       

	[     ]	
      (r)            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; 

	  	
      
		
	[     ]	
      (s)            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;
    

	  	
       

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

	  	
       

	[     ]	
      (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 

	  	
       

	[     ]	
      (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
      NI 45-106 comes into force; 

	  	
      
		
	and for purposes hereof:. 	
	  	
      
		
	  	
      
		
	(a) 	
      "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 the Cooperative
      Credit Associations Act (Canada), 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; 

	  	
      
		
	(b) 	
      "control person" has the meaning ascribed
      to that term in securities legislation except Ontario where "control
      person" means any person that holds or is one of a combination of persons
      that hold 

	  	  	
      
	
      

		(i) 	
      a sufficient number of any of the securities of an issuer
      so as to affect materially the control of the issuer, or








- 3 -

		(ii) 	
      more than 20% of the outstanding voting securities of an
      issuer except where there is evidence showing that the holding of those
      securities does not affect materially the control of that
issuer;

	 	 	 
	(c) 	
      "eligibility adviser" means a person that
      is registered as an investment dealer or in an equivalent category of
      registration under the securities legislation of the jurisdiction of a
      purchaser and authorized to give advice with respect to the type of
      security being distributed;

	 	 	 
	(d) 	
      "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,

	 	 	 
		(iii) 	
      an officer of the issuer or any of its subsidiaries and
      who performs a policy-making function in respect of the issuer,
  or

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

	 	 	 
	(e) 	
      "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;

	 	 	 
	(f) 	
      "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;

	 	 	 
	(g) 	
      "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;

	 	 	 
	(h) 	
      "investment fund" has the meaning ascribed
      thereto in National Instrument 81-106 - Investment Fund Continuous
      Disclosure;

	 	 	 
	(i) 	
      "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;

	 	 	 
	(j) 	
      "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.

	 	 	 
	(k) 	
      "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







- 4 -

		(iii) 	
      in Alberta, is an individual referred to in paragraph (i)
      or (ii) immediately above or is an adult interdependent partner within the
      meaning of the Adult Interdependent Relationships Act (Alberta);
      and

	 	 	 
	(l) 	
      "subsidiary" means an issuer that is
      controlled directly or indirectly by another issuer and includes a
      subsidiary of that subsidiary;



Affiliated Entities and Control 

	1. 	
      An issuer is considered to be an affiliate of another
      issuer if one of them is a subsidiary of the other, or if each of them is
      controlled by the same person.

	 	 	 
	2. 	
      A person (first person) is considered to control another
      person (second person) if

	 	 	 
		(a) 	
      the first person, directly or indirectly, beneficially
      owns or exercises control or direction over securities of the second
      person carrying votes which, if exercised, would entitle the first person
      to elect a majority of the directors of the second person, unless the
      first person holds the voting securities only to secure an
    obligation,

	 	 	 
		(b) 	
      the second person is a partnership, other than a limited
      partnership, and the first person holds more than 50% of the interests in
      the partnership, or

	 	 	 
		(c) 	
      the second person is a limited partnership and the
      general partner of the limited partnership is the first
  person.







SCHEDULE B

CERTIFICATE OF U.S. PURCHASER

This form must be completed by United States investors
(only)

A “United States investor” is any person in the United States
or any “U.S. person” as defined in Regulation S under the United States
Securities Act of 1933, as amended. This will include (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 trust of which any
trustee is a U.S. person; (d) any partnership or corporation organized outside
the United States by a U.S. person principally for the purpose of investing in
securities not registered under the U.S. Securities Act of 1933, unless it is
organized or incorporated, and owned, by accredited investors who are not
natural persons, estates or trusts; (e) any estate of which any executor or
administrator is a U.S. person.

The Investor covenants, represents and warrants to Farallon
Resources Ltd. (the “Issuer”) that:

(a)           
it understands that the Shares have not been and will not be registered under
the U.S. Securities Act and that the sale contemplated hereby is being made in
reliance on the exemption from such registration requirement provided by Rule
506 of Regulation D;

(b)           
it acknowledges that it has not purchased the Shares as a result of any form of
general solicitation or general advertising, including advertisements, articles,
notices or other communications published in any newspaper, magazine or similar
media or broadcast over radio, or television, or any seminar or meeting whose
attendees have been invited by general solicitation or general advertising;

(c)           
it understands and agrees that there may be material tax consequences to the
Investor of an acquisition, disposition or exercise of any of the Shares. The
Issuer gives no opinion and makes no representation with respect to the tax
consequences to the Investor under United States, state, local or foreign tax
law of the undersigned’s acquisition or disposition of such securities. In
particular, no determination has been made whether the Issuer will be a “passive
foreign investment company” (“PFIC”) within the meaning of Section 1291 of the
United States Internal Revenue Code;

(d)           
it understands and agrees that the financial statements of the Issuer 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;

(e)           
it understands and acknowledges that upon the issuance thereof, and until such
time as the same is no longer required under the applicable requirements of the
U.S. Securities Act or applicable state securities laws and regulations, the
certificates representing the Shares will bear a legend in substantially the
following form:


  
    
      “The securities represented hereby have not been
        and will not be registered under the United States Securities Act of 1933,
        as amended (the “U.S. Securities Act”). The holder hereof, by
        purchasing such securities, agrees for the benefit of the Issuer that
        such securities may be offered, sold, pledged or otherwise transferred
        only (a) to the Issuer, (b) outside the United States in accordance with
        Rule 904 of Regulation S under the U.S. Securities Act if applicable,
        (c) inside the United Sates (1) pursuant to the exemption from the registration
        requirements under the U.S. Securities Act provided by Rule 144 thereunder,
        if available, and in accordance with applicable State securities laws,
        or (2) in a transaction that does not require registration under the U.S.
        Securities Act or any applicable State laws and regulations governing
        the offer and sale of securities, and the holder has prior to such sale
        furnished to the Issuer an opinion of counsel or other evidence of exemption
        in form and substance reasonably satisfactory to Farallon.

    

  






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      Provided that if Farallon is a “foreign issuer”
        as that term is defined by Regulation S of the U.S. Securities Act at
        the time of sale, a new certificate bearing no restrictive legend, delivery
        of which will constitute “Good Delivery” may be obtained form
        the transfer agent, upon delivery of this certificate and a duly executed
        declaration, in form satisfactory to Farallon and its transfer agent,
        to the effect that the sale of the securities represented hereby is being
        made in compliance with Rule 904 of Regulation S under the U.S. Securities
        Act.”

    

  



If the Issuer is a “foreign issuer”
within the meaning of Regulation S under the U.S. Securities Act at the time of
sale, a new certificate, which will constitute “good delivery”, will be made
available to the Investor upon provision by the Investor to the transfer agent
of a declaration (in the form attached as Appendix “A”) that the sale of the
securities represented thereby is being made in compliance with Rule 904 of
Regulation S under the U.S. Securities Act. 

(f)            it
consents to the Issuer making a notation on its records or giving instruction to
the registrar and transfer agent of the Issuer in order to implement the
restrictions on transfer set forth and described herein;

(g)           
if an individual, it is a resident of the state or other jurisdiction listed in
its address on the signature page of the Subscription Agreement, or if the
Investor is not an individual, the office of the Investor at which the Investor
received and accepted the offer to purchase the Issuer’s Shares is the address
listed on the signature page of the Subscription Agreement.

(h)           
it has such knowledge and experience in financial and business matters as to be
capable of evaluating the merits and risks of an investment in the Shares and it
is able to bear the economic risk of loss of its entire investment;

(i)            the
Issuer has provided to it the opportunity to ask questions and receive answers
concerning the terms and conditions of the offering and it has had access to
such information concerning the Issuer as it has considered necessary or
appropriate in connection with its investment decision to acquire the
Shares;

(j)           
it is acquiring the Shares for its own account, for investment purposes only and
not with a view to any resale, distribution or other disposition of the Shares
in violation of the United States securities laws;

(k)           
if it decides to offer, sell or otherwise transfer any of the Shares, it will
not offer, sell or otherwise transfer any of such Shares directly or indirectly,
unless

(i)            the
sale is to the Issuer;

(ii)           
the sale is made outside the United States in a transaction meeting the
requirements of Rule 904 of Regulation S under the U.S. Securities Act and in
compliance with applicable local laws and regulations;

(iii)           
the sale is made pursuant to the exemption from the registration requirements
under the U.S. Securities Act provided by Rule 144 thereunder and in accordance
with any applicable state securities or “Blue Sky” laws; or

(iv)           
the Shares are sold in a transaction that does not require registration under
the U.S. Securities Act or any applicable state laws and regulations governing
the offer and sale of securities, and, in the case of clauses (ii) or (iv)
above, it has prior to such sale furnished to the Issuer an opinion of counsel
or other evidence of exemption in form and substance reasonably satisfactory to
the Issuer;

(l)            It
is an “accredited investor” as defined in Regulation D by virtue of satisfying
one or more of the categories indicated below (please place your initials on the
appropriate line(s)):




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	_____	Category 1. 	
      A bank, as defined in Section 3(a)(2) of the U.S.
      Securities 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 U.S. Securities Act, whether acting
      in its individual or fiduciary capacity; or 

	 	  	
       

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

	 	  	
       

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

	 	  	
       

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

	 	  	
       

	_____	Category 6. 	
      A business development company as defined in Section
      2(a)(48) of the Investment Issuer 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
      Small Business Investment Act of 1958; or 

	 	  	
       

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

	 	  	
       

	_____	Category 9. 	
      An employee benefit plan within the meaning of the
      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 advisor, or an employee benefit
      plan with total assets in excess of US$5,000,000 or, if a self-directed
      plan, the investment decisions are 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 Investment Advisors Act of 1940; or
    

	 	  	
       

	_____	Category 11. 	
      An organization described in Section 501(c)(3) of the
      Internal Revenue Code, a corporation, a Massachusetts or
      similar business trust, or a partnership, not formed for the specific
      purpose of acquiring the Shares, with total assets in excess of
      US$5,000,000; or 

	 	  	
       

	_____	Category 12. 	
      A director, executive officer or general partner of the
      Issuer; or 

	 	  	
       

	_____	Category 13. 	
      A natural person whose individual net worth, or joint net
      worth with that person’s spouse, at the time of this purchase exceeds
      US$1,000,000; or 

	 	  	
       

	_____	Category 14. 	
      A natural person who had an individual income in excess
      of US$200,000 in each year of the two most recent years or joint income
      with that person’s spouse in excess of US$300,000 in each of those years
      and has a reasonable expectation of reaching the same income level in the
      current year; or 







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	_____	Category 15. 	
      A trust, with total assets in excess of US$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 SEC Rule
      506(b)(2)(ii); or 

	 	  	
       

	_____	Category 16. 	
      An entity in which each of the equity owners meets the
      requirements of one of the above categories. 



ONLY UNITED STATES INVESTORS NEED TO COMPLETE AND
SIGN

	 	 
	Date 	 
	 	 
	Duly authorized signatory for Investor 	 
	 	 
	(Print name of Investor) 	 






Appendix “1” to Schedule B Certificate of U.S. Purchaser


Form of Declaration for Removal of Legend to be
delivered at time of Resale

	TO: 	Registrar and transfer agent for the Shares of
      Farallon Resources Ltd. (“Farallon”). 


The undersigned (A) acknowledges that the sale of the
securities of Farallon 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” of Farallon (as that term is defined in Rule
405 under the U.S. Securities Act); (2) the offer 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 on or through the facilities
of the TSX and neither the seller nor any person acting on its behalf knows 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
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
sale is bona fide and not for the purpose of “washing off” the resale
restrictions imposed because the securities are “restricted securities” (as that
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 sale is not a transaction, or part of a
series of transactions, which, although in technical compliance with Regulation
S, 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 _______________200_.

	 	X 
	 	Signature of individual (if Purchaser is
      an individual) 
	 	 
	 	X 
	 	Authorized signatory (if Purchaser is not
      an individual) 
	 	 
	 	  
	 	Name of Purchaser (please print) 
	 	 
	 	  
	 	Name of authorized signatory (please
      print) 
	 	 
	 	  
	 	Official capacity of authorized signatory
      (please print)