Filed by Automated Filing Services Inc. (604) 609-0244 - Western Standard Energy Corp. - Exhibit 10.26











THIS PRIVATE PLACEMENT SUBSCRIPTION 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 PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE “SUBSCRIPTION 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. 

 CONFIDENTIAL 

  PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT 

  (Subscribers Resident Outside of the United States) 

	
TO:
		 Western Standard Energy Corp. (the “Company”)
    
	 

		 2 Sheraton Street 
	 

		 London W1F 8BH United Kingdom 


 Purchase of Units 


1. Subscription 


1.1 The undersigned (the “Subscriber”) hereby irrevocably subscribes for and agrees to purchase from the Company, on the basis of the representations and warranties and subject to the terms and conditions set forth herein, 200,000 units
(the “Units”) at the price of US $0.50 per Unit (such subscription and agreement to purchase being the “Subscription”) for the total purchase price of US$100,000 (the “Subscription Proceeds”). 


1.2 Each Unit will consist of one common share in the capital of the Company (each, a “Share”) and one common share purchase warrant (a “Warrant”) subject to adjustment. One 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 three (3) years commencing from the Closing (as defined hereafter), at a price per
Warrant Share of US $0.75 per Warrant Share.  The Shares, Warrants and the Warrant Shares are referred to as the “Securities”. 


1.3 Subject to the terms hereof, the Subscription will be effective upon its acceptance by the Company. The Subscriber acknowledges that the offering of the Units (the “Offering”) contemplated hereby is part a private placement of
approximately 200,000 units having no maximum subscription level and no minimum aggregate subscription level. 


2. Payment 


2.1 The Subscription Proceeds must accompany this Subscription and shall be paid by certified cheque or bank draft drawn on a chartered bank reasonably acceptable to the Company, and made payable and delivered to the Company’s attorneys, Clark
Wilson LLP of Vancouver, Canada. Alternatively, the Subscription Proceeds may be wired Clark Wilson LLP pursuant to wiring instructions attached hereto as Appendix A. If the funds are delivered to the Company’s lawyers, those lawyers are
authorized to immediately deliver the funds to the Company or to deliver them to a third party as instructed by the Company. 










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2.2 The Subscriber acknowledges and agrees that this Subscription 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 Subscription 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 Subscription Agreement by the Subscriber, this Subscription 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 Subscription 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
Securities have been issued to the Subscriber. 


3. Documents Required from Subscriber 


3.1 The Subscriber must complete, sign and return to the Company an executed copy of this Subscription Agreement. 


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, and applicable law. 


4. Closing 


4.1 Closing of the offering of the Units (the “Closing”) shall occur on or before December 4, 2007, or on such other date as may be determined by the Company (the “Closing Date”). 


4.2 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 Securities 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 each case in
        accordance with applicable state and federal securities laws;

	 	 	 
	 	 (b) 	 except as provided in this Subscription Agreement,
        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 Subscription 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 (the “Public Record”) with the Securities and Exchange
        Commission (the “SEC”);

	 	 	 
	 	 (d) 	 neither the SEC nor any other securities commission
        or similar regulatory authority has reviewed or passed on the merits of
        the Units;













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	 	 (e) 	 there is no government or other insurance
        covering any of the Securities;

	 	 	 	 
	 	 (f) 	 there are risks associated with an investment
        in the Securities;

	 	 	 	 
	 	 (g) 	 the Subscriber has not acquired the Units
        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 the Units 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 the Shares and/or Warrant Shares pursuant to registration
        thereof under the 1933 Act and any applicable state and federal securities
        laws or under an exemption from such registration requirements;

	 	 	 	 
	 	 (h) 	 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;

	 	 	 	 
	 	 (i) 	 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 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;

	 	 	 	 
	 	 (j) 	 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 any stock exchange or automated dealer quotation system, except
        that currently market makers make a market for the Company’s common
        shares on the NASD’s OTC Bulletin Board;

	 	 	 	 
	 	 (k) 	 the Company will refuse to register any
        transfer of the Shares and/or 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 and in accordance with applicable
        state and federal securities laws;

	 	 	 	 
	 	 (l) 	 the statutory and regulatory basis for the
        exemption claimed for the offer of the Units, 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 or
        any applicable state and federal securities laws;

	 	 	 	 
	 	 (m) 	 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 Units 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 Units
        hereunder, and

	 	 	 	 
			 (ii) 	 applicable resale restrictions; and













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	 	 (n) 	 this Subscription Agreement is not enforceable by
        the Subscriber unless it has been accepted by the Company, and the Subscriber
        acknowledges and agrees that the Company reserves the right to reject
        any subscription for any reason.




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 Subscription 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 Subscription Agreement on behalf of the Subscriber;

	 	 	 
	 	 (b) 	 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 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
        Subscription Agreement and it constitutes a valid and binding agreement
        of the Subscriber enforceable against the Subscriber in accordance with
        its terms;

	 	 	 
	 	 (d) 	 the Subscriber is acquiring the Securities pursuant
        to an exemption from the registration and prospectus requirements of applicable
        securities legislation in all jurisdictions relevant to this Subscription,
        and, as a consequence, the Subscriber will not be entitled to use most
        of the civil remedies available under applicable securities legislation
        and the Subscriber will not receive information that would otherwise be
        required to be provided to the Subscriber pursuant to applicable securities
        legislation;

	 	 	 
	 	 (e) 	 the Subscriber is not acquiring the Units for the
        account or benefit of, directly or indirectly, any U.S. Person;

	 	 	 
	 	 (f) 	 the Subscriber is not a U.S. Person;

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

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

	 	 	 
	 	 (i) 	 the Subscriber is outside the United States when receiving
        and executing this Subscription Agreement and is acquiring the Units 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 Units;

	 	 	 
	 	 (j) 	 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 Units;

	 	 	 
	 	 (k) 	 the Subscriber (i) is able to fend for him/her/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













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			 investment in the Units; and (iii) has the
        ability to bear the economic risks of its prospective investment and can
        afford the complete loss of such investment;

	 	 	 	 
	 	 (l) 	 the Subscriber acknowledges that the Subscriber
        has not acquired the Units 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 the Units 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 or Warrant Shares; provided,
        however, that the Subscriber may sell or otherwise dispose of the Shares
        or Warrant Shares pursuant to registration of the Shares or Warrant Shares
        pursuant to the 1933 Act and any applicable state and federal securities
        laws or under an exemption from such registration requirements and as
        otherwise provided herein;

	 	 	 	 
	 	 (m) 	 the Subscriber is not aware of any advertisement
        of any of the Securities and is not acquiring the Units 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; and

	 	 	 	 
	 	 (n) 	 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

	 	 	 	 
			 (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.




7. Representations and Warranties of the Company 


7.1 The Company acknowledges and agrees that the Subscriber is entitled to rely upon the representations and warranties of the Company contained in this Agreement and further acknowledges that the Subscriber will be relying upon such representations
and warranties in purchasing the Shares. 


7.2 The Company warrants that the Public Record fairly represents the status of the Company as at the dates indicated in the Public Record. 


8. Representations and Warranties will be Relied Upon by the Company 


8.1 The Subscriber acknowledges that the representations and warranties contained herein are made by it with the intention that they may be relied upon by the Company and its legal counsel in determining the Subscriber’s eligibility to purchase
the Units under applicable securities legislation, or (if applicable) the eligibility of others on whose behalf it is contracting hereunder to purchase the Units under applicable securities legislation. The Subscriber further agrees that by
accepting delivery of the certificates representing the Securities on the Closing Date, it will be representing and warranting that the representations and warranties contained herein are true and correct as at the Closing Date with the same force
and effect as if they had been made by the Subscriber at the Closing Date and that they will survive the purchase by the Subscriber of Units and will continue in full force and effect notwithstanding any subsequent disposition by the Subscriber of
such Units. 










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9. Legending of Subject Securities 


9.1 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.” 




9.2 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 Subscription Agreement. 


9.3 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 Subscription Agreement. 


10. Costs 


10.1 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 Units shall be borne by the
Subscriber. 


11. Governing Law 


11.1 This Subscription Agreement is governed by the laws of the State of Nevada. 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 State of Nevada. 


12. Survival 


12.1 This Subscription 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. 


13. Assignment 


13.1 This Subscription Agreement is not transferable or assignable. 


14. Severability 


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










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15. Entire Agreement 


15.1 Except as expressly provided in this Subscription Agreement and in the agreements, instruments and other documents contemplated or provided for herein, this Subscription 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. 


16. Notices 


16.1 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 the
signature page of this Subscription Agreement and notices to the Company shall be directed to it at Western Standard Energy Corp. 2 Sheraton Street, London W1F 8BH United Kingdom, Attention: President. 


17. Counterparts and Electronic Means 


17.1 This Subscription 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 Subscription 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 Subscription Agreement as of the date hereinafter set
forth. 









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