fc_ex1021-71029.htm


    Exhibit
      10.21

    FIRSTGOLD
      CORP.

    SUBSCRIPTION
      AGREEMENT FOR UNITS

    (For
      British Columbia, Alberta, Ontario and Offshore Subscribers)

     

    
      	
              TO:

            	
              FIRSTGOLD
                CORP. (the “Corporation”)

            
	
              AND
                TO:

            	
              KINGSMILL
                CAPITAL PARTNERS INC. (the
                “Agent”)

            


    

    


    The
      undersigned (the “Subscriber”) hereby irrevocably subscribes
      for and agrees to purchase from the Corporation that number of units of the
      Corporation (each, a “Unit”) set out below at a price of
      US$0.45 per Unit.  Each Unit consists of one common share in the
      capital of the Corporation (each, a “Common Share”) and
      one-half of one Common Share purchase warrant (each whole Common Share purchase
      warrant, a “Warrant”).  Each Warrant will entitle the
      holder thereof to purchase one Common Share (each, a “Warrant
      Share”) at a price of US$0.65 per Warrant Share (the “Exercise
      Price”) for a period of 18 months from the Closing Date (as hereinafter
      defined).  The Subscriber agrees to be bound by the terms and
      conditions set forth in the attached “Terms and Conditions of Subscription for
      Units” including without limitation the representations, warranties and
      covenants set forth in the applicable schedules attached thereto. The Subscriber
      further agrees, without limitation, that the Corporation and
      the Agent (as hereinafter defined) may rely upon the
      Subscriber’s representations, warranties and covenants contained in such
      documents.

     

    Mr.
      Terry Lynch, a director of the Corporation, is also a director of and exercises
      control or direction over shares of the Agent. Consequently, the Corporation
      may
      be considered to be a "connected issuer" of the Agent for the purposes of
      Canadian securities legislation.  See Section 9.1 of the attached
“Terms and Conditions of Subscription for
      Units”.

     

    Please
      print all information (other than signatures), as applicable, in the space
      provided below

     

    
      	
               

              
                

              

              (Name
                of Subscriber)

              
                 

                
                  

                
(Account
                Reference, if applicable)

               

              Per:
                
                
                  

                
(Authorized
                Signature)

              
                 

                
                  

                
(Official
                Capacity of Title, if Subscriber is not an individual)

              
                 

                
                  

                
(Name
                of individual whose signature appears above if different

              from
                the name of the Subscriber printed above.)

              
                 

                
                  

                
(Subscriber's
                Residential Address/Unit & Street)

              
                 

                
                  

                
(Municipality,
                Province, Postal Code)

              
                 

                
                  

                
(Subscriber's
                Fax Number)

              
                 

                
                  

                
(Subscriber's
                Telephone Number)

            	 	
               

              Number
                of
                Units:                                                          X
                $0.45

               

               

              Aggregate
                Subscription
                Price:                                                                   

                  ("Subscription
                Price")

            
	
               

              If
                the Subscriber is signing as agent for a beneficial purchaser ("Disclosed
                Principal") and is not a trust company or portfolio manager, in either
                case, purchasing as trustee or agent for accounts fully managed by
                it,
                complete the following:

              
                 

                
                  

                
(Name
                of Disclosed Principal)

              
                 

                
                  

                
(Disclosed
                Principal's Residential Address (Unit & Street)

              
                 

                
                  

                
(Municipality,
                Province, Postal Code)

              
                 

                
                  

                
(Disclosed
                Principal's Fax Number)

              
                 

                
                  

                
(Disclosed
                Principal's Telephone Number)

            
	
               

              Registered
                Shareholder Information (if different from
                Subscriber):

              
                 

                
                  

                

              

              (Name)

               

              
                
                  
(Account
                  Reference, if applicable)

              

              
                 

                
                  

                
(Address/Unit
                & Street)

              
                 

                
                  

                
(Municipality,
                Province, Postal Code)

            	 	
               

              Delivery
                Instructions as set forth below:

              
                 

                
                  

                
(Name)

              
                 

                
                  

                
(Account
                Reference, if applicable)

              
                 

                
                  

                
(Address/Unit
                & Street)

              
                 

                
                  

                
(Municipality,
                Province, Postal Code)

              
                 

                
                  

                

              

              
                (Contact
                  Name)                 (Telephone
                  Number)

              

            


    

    


    ACCEPTANCE:
      The Corporation hereby accepts the subscription as set forth above on the terms
      and conditions contained in this Subscription Agreement.

     

    
      	
               

               

              This     
                day
                of                   
                , 2007

            	
              FIRSTGOLD
                CORP.

               

              
                

              

              (Authorized
                Signatory)

            


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    TERMS
      AND CONDITIONS OF SUBSCRIPTION FOR

    UNITS

     

    ARTICLE
      1-  INTERPRETATION

     

    
      	
              1.1  

            	
              Definitions

            


    

     

    Whenever
      used in this Subscription Agreement, unless there is something in the subject
      matter or context inconsistent therewith, the following words and phrases shall
      have the respective meanings ascribed to them as follows:

     

    “Agent” means
      Kingsmill Capital Partners Inc., together with any of its affiliates and any
      other investment dealers included in the syndicate for the
      Offering.

     

    “Business
      Day” means a day other than a Saturday, Sunday or any other day on
      which the principal chartered banks located in Toronto are not open for
      business.

     

    “Closing”
      shall have the meaning ascribed to such term in Section 4.1.

     

    “Closing
      Date” shall have the meaning ascribed to such term in
      Section 4.1.

     

    “Closing
      Time” shall have the meaning ascribed to such term in
      Section 4.1.

     

    “Common
      Shares” shall have the meaning ascribed to such term on the face page
      of this Subscription Agreement.

     

    “Compensation
      Options” shall have the meaning ascribed to such term in Section
      7.1.

     

    “Corporation”
      means FirstGold Corp. and includes any successor corporation to or of the
      Corporation.

     

    "Disclosed
      Principal" shall have the meaning ascribed to such term on the face
      page of this Subscription Agreement.

     

    “Exercise
      Price” shall have the meaning ascribed to such term on the face page of
      this Subscription Agreement.

     

    “NI
      45-106” shall have the meaning ascribed to such term in Section
      5.1(j)(i).

     

    “Offering”
      means the offering of up to a maximum of 5,555,555 Units.

     

    “person”
      means any individual (whether acting as an executor, trustee administrator,
      legal representative or otherwise), corporation, firm, partnership, sole
      proprietorship, syndicate, joint venture, trustee, trust, unincorporated
      organization or association, and pronouns have a similar extended
      meaning.

     

    “Securities”
      means, collectively, the Units, the Common Shares, the Warrants and the Warrant
      Shares.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    “Securities
      Laws” means the securities laws, instruments, regulations, rules,
      rulings and orders in the provinces of British Columbia, Alberta, and Ontario,
      as applicable, and the policy statements issued by the Securities
      Regulators.

     

    “Securities
      Regulators” means the securities regulatory authorities or securities
      commissions in the provinces of British Columbia, Alberta and
      Ontario.

     

    “Subscriber”
      means the subscriber for the Units as set out on the face page of this
      Subscription Agreement.

     

    “Subscription
      Agreement” means this subscription agreement
      (including any schedules hereto) and any instrument amending this Subscription
      Agreement; “hereof”, “hereto”,
“hereunder”, “herein”
and
      similar expressions
      mean and refer to this Subscription Agreement and not to a particular Article
      or
      Section; and the expression “Article” or
“Section” followed by a number means and refers to
      the
      specified Article or Section of this Subscription Agreement.

     

    “Subscription
      Price” shall have the meaning ascribed to such term on
      the face page of this Subscription Agreement.

     

    “United
      States” means the United States of America, its
      territories and possessions, any State of the United States and the District
      of
      Columbia.

     

    “Units”
      shall have the meaning ascribed to such term on the face page of this
      Subscription Agreement.

     

    “U.S.
      Person” means a U.S. Person as that term is defined in
      Rule 902(k) of Regulation S under the U.S. Securities Act.

     

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

     

    “Warrants”
      shall have the meaning ascribed to such term on the face page of this
      Subscription Agreement.

     

    “Warrant
      Shares” shall have the meaning ascribed to such term on the face page
      of this Subscription Agreement.

     

    
      	
              1.2

            	
              Gender
                and Number

            


    

     

    Words
      importing the singular number only shall include the plural and vice versa,
      words importing the masculine gender shall include the feminine gender and
      words
      importing persons shall include firms and corporations and vice
      versa.

     

    
      	
              1.3

            	
              Currency

            


    

     

    Unless
      otherwise specified, all dollar amounts in this Subscription Agreement,
      including the symbol “$”, are expressed in United States dollars.

     

    
      	
              1.4

            	
              Subdivisions,
                Headings and Table of
                Contents

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    The
      division of this Subscription Agreement into Articles, Sections, Schedules
      and
      other subdivisions and the inclusion of headings are for convenience of
      reference only and shall not affect the construction or interpretation of this
      Subscription Agreement.  The headings in this Subscription Agreement
      are not intended to be full or precise descriptions of the text to which they
      refer.  Unless something in the subject matter or context is
      inconsistent therewith, references herein to an Article, Section, Subsection,
      paragraph, clause or Schedule are to the applicable article, section,
      subsection, paragraph, clause or schedule of this Subscription
      Agreement.

     

    ARTICLE
      2 - SCHEDULES

     

    
      	
              2.1

            	
              Description
                of Schedules

            


    

     

    The
      following are the Schedules attached to and incorporated in this Subscription
      Agreement by reference and deemed to be a part hereof:

     

    
      	
            	
              Schedule“A”-

            	
              Representation
                Letter

            


    

    


    
      	
            	
              Schedule
                “B”-

            	
              Certificate
                – Additional Representations, Warranties and
                Covenants for Non-Canadian Subscribers (other than U.S.
                Persons)

            


    

    


    
      	
               

            	
              Schedule
                “C”-

            	
              Term
                Sheet

            


    

    


    ARTICLE
      3- SUBSCRIPTION AND DESCRIPTION OF

    UNITS

     

    
      	
              3.1  

            	
              Subscription
                for the Units

            


    

     

    The
      Subscriber hereby confirms its irrevocable subscription for and offer to
      purchase the Units from the Corporation, on and subject to the terms and
      conditions set out in this Subscription Agreement, for the Subscription Price
      which is payable as described in Article 4 hereto.

     

    
      	
              3.2  

            	
              Description
                of Units

            


    

     

    (a)           Each
      Unit consists of one Common Share and one-half of one
      Warrant.  Subject to the anti-dilution provisions contained in the
      instrument under which the Warrants will be governed, each Warrant shall entitle
      the holder thereof to acquire upon payment of the Exercise Price one Warrant
      Share for a period of 18 months following the Closing Date.

     

    (b)           The
      Offering is being made on a private placement basis.

     

    (c)           The
      Securities will be offered in the provinces of British Columbia, Alberta and
      Ontario and in such other jurisdictions as may be agreed to by the Corporation
      and the Agent.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              3.3

            	
              Acceptance
                and Rejection of Subscription by the
                Corporation

            


    

     

    The
      Subscriber acknowledges and agrees that the Corporation reserves the right,
      in
      its absolute discretion, to reject this subscription for Units, in whole or
      in
      part, at any time prior to the Closing Time.  If this subscription is
      rejected in whole, any cheques or other forms of payment delivered to the Agent
      representing the Subscription Price will be promptly returned to the Subscriber
      without interest or deduction.  If this subscription is accepted only
      in part, a cheque representing any refund of the Subscription Price for that
      portion of the subscription for the Units which is not accepted, will be
      promptly delivered to the Subscriber without interest or deduction.

     

    ARTICLE
      4 - CLOSING

     

    
      	
              4.1  

            	
              Closing

            


    

     

    Issuance,
      sale and delivery of the Units and payment of the Subscription Price will be
      completed (the “Closing”) at the offices of Macleod Dixon LLP,
      Suite 500, 100 Wellington Street West, Toronto, Ontario, Canada at 10:00 a.m.
      (Toronto time) (the “Closing Time”) on April 5, 2007 or such
      other place or date or time as the Corporation and the Agent may agree (the
      “Closing Date”).

     

    
      	
              4.2  

            	
              Conditions
                of Closing

            


    

     

    The
      Subscriber acknowledges and agrees (on its own behalf and, if applicable, on
      behalf of the Disclosed Principal) that as the sale of the Units will not be
      qualified by a prospectus, such sale and issuance is subject to the condition
      that the Subscriber (or, if applicable, the Disclosed Principal for whom it
      is
      contracting hereunder) sign and return to the Corporation and/or the Agent
      all
      relevant documentation required by the Securities Laws.  The
      Subscriber acknowledges and agrees that the Corporation and/or the Agent may
      be
      required to provide the Securities Regulators with a list setting forth the
      identities of the Disclosed Principal, if any.  Notwithstanding that
      the Subscriber may be purchasing Units as agent on behalf of an undisclosed
      principal, the Subscriber agrees to provide, on request, particulars as to
      the
      identity of the Disclosed Principal or any undisclosed principal as may be
      required by the Corporation in order to comply with the foregoing.

     

    The
      Subscriber acknowledges and agrees (on its own behalf and, if applicable, on
      behalf of the Disclosed Principal) that the obligations of the Corporation
      hereunder are conditional on the accuracy and truth of the representations
      and
      warranties of the Subscriber contained in this Subscription Agreement as of
      the
      date of this Subscription Agreement, and as of the Closing Time as if made
      at
      and as of the Closing Time, and the fulfillment of the following additional
      conditions as soon as possible and in any event not later than the Closing
      Time:

     

    
      	
            	
              (a)

            	
              the
                Corporation accepts the Subscriber's subscription in whole or in
                part;

            


    

     

    
      	
            	
              (b)

            	
              unless
                other arrangements acceptable to the Agent have been made, payment
                by the
                Subscriber of the Subscription Price by certified cheque or bank
                draft in
                United States dollars payable to “Macleod Dixon LLP in Trust” or by wire
                transfer of the Subscription Price in United States dollars
                to:

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

    
      	
              Macleod
                Dixon LLP Trust Account

              TD
                Canada Trust

              55
                King Street West & Bay Street

              Toronto,
                Ontario

              M5K
                1A2

            
	 
	
              Transit
                No.:

            	
              10202-004

            
	
              Account
                No.:

            	
              0690-7321245

            
	
              Swift
                Code No.:

            	
              TDOMCATTTOR

            
	 
	
              US
                Funds From Outside Canada

            
	 
	
              Bank
                of America NY, NY

            
	
              ABA
                No.:

            	
              026
                009 593

            
	
              Swift
                Code No.:

            	
              BOFAUS3NXXX

            
	
              To
                be forwarded to TD Canada
                Trust

            


    

    


     

    
      	
            	
              (c)

            	
              the
                Subscriber having properly completed, signed and delivered this
                Subscription Agreement to:

            


    

     

    
      	
              Kingsmill
                Capital Partners Inc.

              219
                North Dufferin Street

              Suite
                100B

              Toronto,
                Ontario

              M6K
                3J1

            
	 	 
	
              Attention:

            	
              Terry
                Lynch

            
	
              Fax:

            	
              416-588-1999

            


    

    


     

    
      	
            	
              (d)

            	
              the
                Subscriber having properly completed, signed and delivered one of
                the
                certificates as set forth in Schedule “A” or Schedule “B” hereto, as
                applicable;

            


    

     

    
      	
            	
              (e)

            	
              the
                Subscriber having properly completed, signed and delivered to the
                Corporation such other documents as may be required pursuant to terms
                of
                this Subscription Agreement; and

            


    

     

    
      	
            	
              (f)

            	
              the
                Corporation obtaining all orders, permits, approvals, waivers, consents,
                licenses or similar authorizations of the Securities Regulators necessary
                to complete the offer, sale and issuance of the
                Securities.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              4.3

            	
              Authorization
                of the Agent

            


    

     

    The
      Subscriber irrevocably authorizes the Agent in its discretion, to act as the
      Subscriber’s representative at the Closing, and hereby appoints the Agent, with
      full power of substitution, as its true and lawful attorney with full power
      and
      authority in the Subscriber’s place and stead:

     

    
      	
            	
              (a)

            	
              to
                receive certificates representing the Common Shares and Warrants,
                to
                execute in the Subscriber’s name and on its behalf all closing receipts
                and required documents, to complete and correct any errors or omissions
                in
                any form or document provided by the Subscriber in connection with
                the
                subscription for the Units;

            


    

     

    
      	
            	
              (b)

            	
              to
                extend such time periods and to waive, in whole or in part, any
                representations, warranties, covenants or conditions for the Subscriber’s
                benefit contained in this Subscription Agreement or any ancillary
                or
                related document in its absolute discretion, and as deemed
                appropriate;

            


    

     

    
      	
            	
              (c)

            	
              to
                terminate this Subscription Agreement if any condition precedent
                is not
                satisfied, in such manner and on such terms and conditions as the
                Agent in
                its sole discretion may determine;
                and

            


    

     

    
      	
            	
              (d)

            	
              to
                authorize Macleod Dixon LLP to release the funds representing the
                Subscription Price to the
                Corporation.

            


    

     

    ARTICLE
      5 - ACKNOWLEDGEMENTS, COVENANTS, REPRESENTATIONS AND WARRANTIES OF THE
      SUBSCRIBER

     

    
      	
              5.1  

            	
              Acknowledgements,
                Representations, Warranties and Covenants of the
                Subscriber

            


    

     

    The
      Subscriber, on its own behalf and, if applicable, on behalf of the Disclosed
      Principal, hereby represents and warrants to, and covenants with, the
      Corporation as follows and acknowledges that the Corporation and the Agent
      are
      relying on such representations and warranties in connection with the
      transactions contemplated herein:

     

    
      	
            	
              (a)

            	
              The
                Subscriber and, if applicable, the Disclosed Principal,  were
                offered the Securities in and, are resident in the jurisdiction set
                out on
                the face page of this Subscription Agreement as the "Subscriber's
                Residential Address" and the "Disclosed Principal's Residential Address"
                (as the case may be) or are otherwise subject to the Securities
                Laws.  Such addresses were not created and are not used solely
                for the purpose of acquiring the Units and the Subscriber and, if
                applicable, the Disclosed Principal were solicited to purchase the
                Units
                solely in such jurisdiction.

            


    

     

    
      	
            	
              (b)

            	
              The
                Subscriber and, if applicable, the Disclosed Principal have knowledge
                in
                financial and business affairs, are capable of evaluating the merits
                and
                risks of an investment in the Units and are able to bear the economic
                risk
                of such investment even if the entire investment is
                lost.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              (c)

            	
              The
                Subscriber, on its own behalf and, if applicable, on behalf of the
                Disclosed Principal, makes the representations, warranties and covenants
                set out in Schedule “A” or Schedule “B” to this Subscription Agreement, as
                applicable, to the Corporation and the Subscriber and, if applicable,
                the
                Disclosed Principal may avail itself of one or more of the categories
                of
                prospectus exempt purchasers listed in Schedule “A” or Schedule “B”, as
                applicable.

            


    

     

    
      	
            	
              (d)

            	
              The
                Subscriber has properly completed, executed and delivered within
                applicable time periods to the Corporation the applicable certificate
                (dated as of the date hereof) set forth in Schedule “A” or Schedule “B” to
                this Subscription Agreement and the information contained therein
                is true
                and correct.

            


    

     

    
      	
            	
              (e)

            	
              The
                representations, warranties and covenants contained in Schedule “A” or
                Schedule “B”, as applicable, to this Subscription Agreement will be true
                and correct both as of the date of execution of this Subscription
                Agreement and as of the Closing
                Time.

            


    

     

    
      	
            	
              (f)

            	
              The
                Subscriber and, if applicable, the Disclosed Principal are neither
                U.S.
                Persons nor subscribing for the Units for the account of a U.S. Person
                or
                for resale in the United States and the Subscriber confirms that
                the Units
                have not been offered to the Subscriber or the Disclosed Principal
                (as the
                case may be) in the United States and that this Subscription Agreement
                has
                not been signed in the United
                States.

            


    

     

    
      	
            	
              (g)

            	
              Neither
                the Subscriber nor any Disclosed Principal will offer, sell or otherwise
                dispose of the Warrants in the United States or to a U.S. Person
                or for
                the account or benefit of a person in the United States or a U.S.
                Person.

            


    

     

    
      	
            	
              (h)

            	
              If
                the Subscriber or, if applicable, the Disclosed Principal is not
                a person
                resident in Canada, the subscription for the Units by the Subscriber,
                or
                if applicable, the Disclosed Principal does not contravene any of
                the
                applicable securities legislation in the jurisdiction in which the
                Subscriber or such other person resides and does not give rise to
                any
                obligation of the Corporation or the Agent to prepare and file a
                prospectus or similar document or to register the Common Shares,
                Warrants
                or Warrant Shares or to be registered with or to file any report
                or notice
                with any governmental or regulatory
                authority.

            


    

     

    
      	
            	
              (i)

            	
              The
                execution and delivery of this Subscription Agreement, the performance
                and
                compliance with the terms hereof, the subscription for the Units
                and the
                completion of the transactions described herein by the Subscriber
                or any
                beneficial purchaser for whom it is acting will not result in any
                material
                breach of, or be in conflict with or constitute a material default
                under,
                or create a state of facts which, after notice or lapse of time,
                or both,
                would constitute a material default under any term or provision of
                the
                constating documents, by-laws or resolutions of the Subscriber or
                any
                beneficial purchaser for whom it is acting, the Securities Laws or
                any
                other laws applicable to the Subscriber or any beneficial purchaser
                for
                whom it is acting, if applicable, or any other contract, instrument,
                undertaking, covenant or agreement to which the Subscriber or any
                beneficial purchaser for whom it is acting is a party, or any judgment,
                decree, order, statute, rule or regulation applicable to the Subscriber
                or
                any beneficial purchasers for whom it is
                acting.

            


    

     

    
      	
            	
              (j)

            	
              Unless
                the Subscriber is purchasing under Section 5.1(k) hereof, it is purchasing
                the Units as principal for its own account, not for the benefit of
                any
                other person, for investment only and not with a view to the resale
                or
                distribution of all or any of the Common Shares or Warrants, it is
                resident in or otherwise subject to applicable securities laws of
                the
                jurisdiction set out as the “Subscriber’s Residential Address” on the face
                page of this Subscription Agreement and it fully complies with one
                of the
                criteria set forth below:

            


    

     

    
      	
            	
              (i)

            	
              it
                is an “accredited investor”, as such term is defined in National
                Instrument 45-106 - “Prospectus and Registration Exemptions” (“NI
                45-106”), it was not created or used solely to purchase or hold
                securities as an “accredited investor” as described in paragraph (m) of
                the definition of “accredited investor” in NI 45-106 and it has
                concurrently executed and delivered a Representation Letter in the
                form
                attached as Schedule “A” to this Subscription Agreement and has initialled
                in Appendix “I” thereto indicating that the Subscriber satisfies (and will
                satisfy at the Closing Time) one of the categories of “accredited
                investor” set forth in such
                definition;

            


    

     

    
      	
            	
              (ii)

            	
              the
                aggregate acquisition cost of the Units to the Subscriber is not
                less than
                CDN$150,000 and it was not created or used solely to purchase or
                hold
                securities in reliance on the prospectus exemption or the dealer
                registration exemption set out in Section 2.10 of NI 45-106;
                or

            


    

     

    
      	
            	
              (iii)

            	
              it
                is a resident of, or otherwise subject to, the securities legislation
                of a
                jurisdiction other than Canada or the United States and it has
                concurrently executed and delivered the certificate attached as Schedule
                “B” to this Subscription Agreement.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              (k)

            	
              If
                the Subscriber is purchasing the Units and is acting as agent for
                the
                Disclosed Principal, such Disclosed Principal is purchasing as principal
                for its own account, not for the benefit of any other person, for
                investment only and not with a view to the resale or distribution
                of all
                or any of the Common Shares or Warrants and such Disclosed Principal
                complies with subsection (i) or subsection (ii) of Section 5.1(j)
                hereof,
                the Subscriber acknowledges the Corporation is required by law to
                disclose
                to certain regulatory authorities the identity of Disclosed Principal
                for
                whom it may be acting, the Subscriber is resident in or otherwise
                subject
                to applicable securities laws of the jurisdiction set out as the
                “Subscriber’s Residential Address” on the face page of this Subscription
                Agreement and the Disclosed Principal is resident in or otherwise
                subject
                to applicable securities laws of the jurisdiction set out as the
                “Disclosed Principal's Residential Address” on the face page of this
                Subscription Agreement.

            


    

     

    
      	
            	
              (l)

            	
              In
                the case of a subscription for the Units by the Subscriber acting
                as
                trustee or agent (including, for greater certainty, a portfolio manager
                or
                comparable adviser) for a principal, the Subscriber is duly authorized
                to
                execute and deliver this Subscription Agreement and all other necessary
                documentation in connection with such subscription on behalf of each
                such
                beneficial purchaser, each of whom is subscribing as principal for
                its own
                account, not for the benefit of any other person and not with a view
                to
                the resale or distribution of the Common Shares and Warrants, and
                this
                Subscription Agreement has been duly authorized, executed and delivered
                by
                or on behalf of and constitutes a legal, valid and binding agreement
                of,
                such principal, and the Subscriber acknowledges that the Corporation
                and/or the Agent may be required by law to disclose the identity
                of any
                undisclosed beneficial purchaser for whom the Subscriber is
                acting.

            


    

     

    
      	
            	
              (m)

            	
              In
                the case of a subscription for the Units by the Subscriber acting
                as
                principal, this Subscription Agreement and all other documentation
                in
                connection with such subscription has been duly authorized, executed
                and
                delivered by, and constitutes a legal, valid and binding agreement
                of, the
                Subscriber.  This Subscription Agreement is enforceable in
                accordance with its terms against the Subscriber and any beneficial
                purchaser, including the Disclosed Principal, on whose behalf the
                Subscriber is acting.

            


    

     

    
      	
            	
              (n)

            	
              If
                the Subscriber is:

            


    

     

    
      	
            	
              (i)

            	
              a
                corporation, the Subscriber is duly incorporated and is validly subsisting
                under the laws of its jurisdiction of incorporation and has all requisite
                legal and corporate power and authority to execute and deliver this
                Subscription Agreement, to subscribe for the Units as contemplated
                herein
                and to carry out and perform its obligations under the terms of this
                Subscription Agreement;

            


    

     

    
      	
            	
              (ii)

            	
              a
                partnership, syndicate or other form of unincorporated organization,
                the
                Subscriber has the necessary legal capacity and authority to execute
                and
                deliver this Subscription Agreement and to observe and perform its
                covenants and obligations hereunder and has obtained all necessary
                approvals in respect thereof;

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              (iii)

            	
              an
                individual, the Subscriber is of the full age of majority in the
                jurisdiction in which it is resident and has the legal capacity and
                competency to execute and deliver this Subscription Agreement and
                to
                observe and perform his or her covenants and obligations hereunder;
                and

            


    

     

    
      	
            	
              (iv)

            	
              subscribing
                on its own behalf, this Subscription Agreement has been duly executed
                and
                delivered by the Subscriber and constitutes a legal, valid and binding
                agreement of the Subscriber enforceable against him or her in accordance
                with its terms.

            


    

     

    
      	
            	
              (o)

            	
              Other
                than the Agent (and any group of investment dealers managed by the
                Agent
                for purposes of offering the Units for sale), there is no person
                acting or
                purporting to act in connection with the transactions contemplated
                herein
                who is entitled to any brokerage or finder’s fee.  If any person
                establishes a claim that any fee or other compensation is payable
                in
                connection with this subscription for the Units, the Subscriber covenants
                to indemnify and hold harmless the Corporation and any such registrant
                with respect thereto and with respect to all costs reasonably incurred
                in
                the defence thereof.

            


    

     

    
      	
            	
              (p)

            	
              The
                Subscriber and, if applicable, the Disclosed Principal are not purchasing
                Units with knowledge of material information concerning the Corporation
                which has not been generally
                disclosed.

            


    

     

    
      	
            	
              (q)

            	
              If
                required by the Securities Laws or the Corporation, the Subscriber
                will
                execute, deliver and file or assist the Corporation in filing such
                reports, undertakings and other documents with respect to the issue
                of the
                Securities as may be required by any securities commission, stock
                exchange
                or other regulatory authority (including, if applicable, the
                Representation Letter in the form attached hereto as Schedule
                “A”).

            


    

     

    
      	
            	
              (r)

            	
              The
                Subscriber and, if applicable, the Disclosed Principal have been
                advised
                to consult their own legal advisors with respect to the execution,
                delivery and performance by it of this Subscription Agreement and
                the
                transactions contemplated by this Subscription Agreement, including
                but
                not limited to, trading in the Securities and with respect to the
                resale
                restrictions imposed by the Securities Laws and other applicable
                securities laws, and acknowledges that no representation has been
                made
                respecting the applicable hold periods imposed by the Securities
                Laws or
                other resale restrictions applicable to such securities which restrict
                the
                ability of the Subscriber (or, if applicable, the Disclosed Principal)
                to
                resell such securities, that the Subscriber (or, if applicable, the
                Disclosed Principal) is solely responsible to find out what these
                restrictions are and the Subscriber is solely responsible (and neither
                the
                Corporation nor the Agent are in any way responsible) for compliance
                with
                applicable resale restrictions and the Subscriber (and, if applicable,
                the
                Disclosed Principal) is aware that it may not be able to resell such
                securities except in accordance with limited exemptions under the
                Securities Laws and other applicable securities
                laws.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              (s)

            	
              The
                Subscriber has not received or been provided with a prospectus, offering
                memorandum (as such term is defined in the Securities Laws), or any
                similar document in connection with the Offering and the Subscriber’s
                decision to subscribe for the Units was not based upon, and the Subscriber
                has not relied upon, any verbal or written representations as to
                facts
                made by or on behalf of the Corporation, the Agent or any other employees
                or agent.  The Subscriber’s decision to subscribe for the Units
                was based solely upon information about the Corporation which is
                publicly
                available (any such information having been obtained by the Subscriber
                without independent investigation or verification by the Agent) and
                agrees
                that the Agent and the Agent's counsel assume no responsibility or
                liability of any nature whatsoever for the accuracy, adequacy or
                completeness of the publicly available information or as to whether
                all
                information concerning the Corporation required to be disclosed by
                the
                Corporation has been generally disclosed and acknowledges that the
                Agent's
                counsel and the Corporation’s counsel are acting as counsel to the Agent
                and the Corporation, respectively, and not as counsel to the
                Subscriber.

            


    

     

    
      	
            	
              (t)

            	
              No
                person has made any written or oral
                representations:

            


    

     

    
      	
            	
              (i)

            	
              that
                any person will resell or repurchase any of the
                Securities;

            


    

     

    
      	
            	
              (ii)

            	
              that
                any person will refund the Subscription Price;
                or

            


    

     

    
      	
            	
              (iii)

            	
              as
                to the future price or value of any of the
                Securities.

            


    

     

    
      	
            	
              (u)

            	
              The
                subscription for the Units has not been made through or as a result
                of,
                and the distribution of the Units is not being accompanied by any
                advertisement, including without limitation in printed public media,
                radio, television or telecommunications, including electronic display,
                or
                as part of a general solicitation.

            


    

     

    
      	
            	
              (v)

            	
              The
                funds representing the Subscription Price which will be advanced
                by the
                Subscriber hereunder will not represent proceeds of crime for the
                purposes
                of the Proceeds of Crime (Money Laundering) and Terrorist Financing
                Act (Canada) and the Subscriber acknowledges that the Corporation
                or
                the Agent may in the future be required by law to disclose the
                Subscriber’s name and other information relating to this Subscription
                Agreement and the Subscriber’s subscription hereunder, on a confidential
                basis, pursuant to the Proceeds of Crime (Money Laundering) and
                Terrorist Financing Act (Canada) and to the best of the Subscriber’s
                knowledge: (i) none of the subscription funds to be provided by the
                Subscriber (A) have been or will be derived from or related to any
                activity that is deemed criminal under the law of Canada, the United
                States, or any other jurisdiction, or (B) are being tendered on behalf
                of
                a person or entity who has not been identified to the Subscriber;
                and (ii)
                it shall promptly notify the Corporation and the Agent if the Subscriber
                discovers that any of such representations ceases to be true, and
                to
                provide the Corporation and the Agent with appropriate information
                in
                connection therewith.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              5.2  

            	
              Acknowledgments
                of the Subscriber

            


    

     

    The
      Subscriber (on its own behalf and, if applicable, on behalf of the Disclosed
      Principal) acknowledges and agrees as follows:

     

    
      	
            	
              (a)

            	
              The
                Subscriber acknowledges that the aggregate gross proceeds of the
                Offering
                will be up to US$2,500,000, that the Corporation is negotiating an
                additional placement of up to 20,000,000 subscription receipts
                exchangeable for Units to raise gross proceeds of up to an additional
                US$9,000,000 and that the Offering is not conditional on the completion
                of
                such additional placement.

            


    

     

    
      	
            	
              (b)

            	
              No
                prospectus has been filed with any Securities Regulators in connection
                with the Offering.

            


    

     

    
      	
            	
              (c)

            	
              No
                securities commission, agency, governmental authority, regulatory
                body,
                stock exchange or other regulatory body has reviewed or passed on
                the
                merits of an investment in or endorsement of the
                Securities.

            


    

     

    
      	
            	
              (d)

            	
              The
                Securities will be subject to statutory resale restrictions under
                the
                Securities Laws and under other applicable securities laws, and the
                Subscriber covenants that it will not resell any of the Securities
                except
                in compliance with such laws and the Subscriber acknowledges that
                it is
                solely responsible (and neither the Corporation nor the Agent are
                in any
                way responsible) for such compliance.  The Corporation may make
                a notation on its records or give instructions to any transfer agent
                of
                the Common Shares in order to implement such resale
                restrictions;

            


    

     

    
      	
            	
              (e)

            	
              The
                Corporation may complete additional financings in the future in order
                to
                develop the business of the Corporation and fund its ongoing development,
                and such future financings may have a dilutive effect on current
                securityholders of the Corporation, including the Subscriber but
                there is
                no assurance that such financing will be available, on reasonable
                terms or
                at all, and if not available, the Corporation may be unable to fund
                its
                ongoing development;

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              (f)

            	
              (A)
                the Securities have not been registered under the U.S. Securities
                Act, are
                being sold in reliance upon an exemption from registration afforded
                by
                Regulation S promulgated under the U.S. Securities Act; and that
                such
                Shares have not been registered with any state securities commission
                or
                authority; and (B) pursuant to the requirements of Regulation S,
                the
                Securities may not be transferred, sold or otherwise exchanged unless
                in
                compliance with the provisions of Regulation S and/or pursuant to
                registration under the U.S. Securities Act, or pursuant to an available
                exemption thereunder;

            


    

     

    
      	
            	
              (g)

            	
              The
                certificates (and any replacement certificates issued prior to the
                expiration of the applicable hold periods or ownership statements
                issued
                under a direct registry system or other electronic book entry system)
                representing the Common Shares and Warrants will bear, as of the
                Closing
                Date, legends substantially in the following form and with the necessary
                information inserted:

            


    

     

    “UNLESS
      PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT
      TRADE THE SECURITY BEFORE THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE LATER
      OF
      (i) [INSERT THE DISTRIBUTION DATE], AND (ii) THE DATE THE ISSUER BECAME A
      REPORTING ISSUER IN ANY PROVINCE OR TERRITORY.”

     

    
      	
            	
              (h)

            	
              In
                the event that holders of Warrants exercise the Warrants prior to
                the
                expiry of the hold periods applicable to the Warrants, the Warrant
                Shares
                will bear legends substantially in the following form and with the
                necessary information inserted:

            


    

     

    “UNLESS
      PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT
      TRADE THE SECURITY BEFORE THE DATE THAT IS 4 MONTHS AND A DAY AFTER (i) [INSERT
      THE DISTRIBUTION DATE], AND (ii) THE DATE THE ISSUER BECAME A REPORTING ISSUER
      IN ANY PROVINCE OR TERRITORY.”

     

    
      	
            	
              (i)

            	
              The
                certificates representing the Common Shares, Warrants, and Warrant
                Shares
                originally issued to a person, other than a U.S. Person, a person
                in the
                United States or a person for the account or benefit of a U.S. Person
                or a
                person in the United States, as well as all certificates issued in
                exchange for or in substitution of the foregoing securities, shall
                bear
                the following additional legend:

            


    

     

    “THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN OFFERED AND SOLD IN AN
      “OFFSHORE TRANSACTION” IN RELIANCE UPON REGULATION S AS PROMULGATED BY THE
      SECURITIES AND EXCHANGE COMMISSION. ACCORDINGLY, THE SECURITIES REPRESENTED
      BY
      THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
      (THE
“SECURITIES ACT”) AND MAY NOT BE TRANSFERRED OTHER THAN IN ACCORDANCE WITH
      REGULATION S, PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT
      TO
      AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, THE
      AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY.
      THE SECURITIES REPRESENTED BY THIS CERTIFICATE CANNOT BE THE SUBJECT OF HEDGING
      TRANSACTIONS UNLESS SUCH TRANSACTIONS ARE CONDUCTED IN COMPLIANCE WITH THE
      SECURITIES ACT.”

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              (j)

            	
              The
                Subscriber (on its own behalf and, if applicable, on behalf of the
                Disclosed Principal) shall execute, deliver, file and otherwise assist
                the
                Corporation and the Agent with filing all documentation required
                by the
                Securities Laws to permit the subscription for the Units and the
                issuance
                of the Common Shares, Warrants or Warrant Shares, as may be
                required.

            


    

     

    
      	
            	
              (k)

            	
              The
                Corporation and the Agent are relying on the representations, warranties
                and covenants contained herein and in one of Schedule “A” or Schedule “B”
                attached hereto to determine the Subscriber’s eligibility to subscribe for
                the Units under the Securities Laws and the securities laws of the
                United
                States and the Subscriber agrees to indemnify the Corporation, the
                Agent
                and each of their respective directors and officers against all losses,
                claims, costs, expenses, damages or liabilities which any of them
                may
                suffer or incur as a result of or arising from reliance thereon.
                The
                Subscriber undertakes to immediately notify the Corporation of any
                change
                in any statement or other information relating to the Subscriber
                set forth
                in such applicable Schedule which takes place prior to the Closing
                Time.

            


    

     

    
      	
            	
              (l)

            	
              The
                Agent and/or its directors, officers, employees, agents and
                representatives assume no responsibility or liability of any nature
                whatsoever for the accuracy or adequacy of any publicly available
                information concerning the Corporation that is required to be disclosed
                or
                filed by the Corporation under the Securities Laws or any other applicable
                laws has been so disclosed or
                filed.

            


    

     

    
      	
            	
              (m)

            	
              The
                Corporation is relying on an exemption from the requirement to provide
                the
                Subscriber with a prospectus under the Securities Laws and the securities
                laws of the United States and, as a consequence of acquiring the
                Units
                pursuant to such exemption, certain information, protections, rights
                and
                remedies provided by the Securities Laws will not be available to
                the
                Subscriber.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              (n)

            	
              The
                Subscriber and, if applicable, the Disclosed Principal are responsible
                for
                obtaining such legal and tax advice as they consider appropriate
                in
                connection with the execution, delivery and performance of this
                Subscription Agreement and the transactions contemplated under this
                Subscription Agreement.  The Subscriber and, if applicable, the
                Disclosed Principal, are not relying on the Corporation, the Agent
                or
                their respective affiliates or counsel in this
                regard.

            


    

     

    
      	
            	
              (o)

            	
              There
                is no government or other insurance covering the
                Securities.

            


    

     

    
      	
            	
              (p)

            	
              There
                are risks associated with the purchase of the Securities and the
                Subscriber and any beneficial purchaser for whom it is acting, including
                any Disclosed Principal, may lose his, her or its entire
                investment.

            


    

     

    
      	
              5.3  

            	
              Reliance
                on Representations, Warranties, Covenants and
                Acknowledgements

            


    

     

    The
      Subscriber acknowledges and agrees (on its own behalf and, if applicable, on
      behalf of the Disclosed Principal) that the representations, warranties,
      covenants and acknowledgements made by the Subscriber in this Subscription
      Agreement are made with the intention that they may be relied upon by the
      Corporation and the Agent in determining the Subscriber’s eligibility (and, if
      applicable, the eligibility of the Disclosed Principal) to purchase the Units
      under the Securities Laws or other applicable securities laws. The Subscriber
      further agrees that by accepting the Units, the Subscriber shall be representing
      and warranting that such representations, warranties, acknowledgements and
      covenants are true as at the Closing Time with the same force and effect as
      if
      they had been made by the Subscriber at the Closing Time and that they shall
      survive the purchase by the Subscriber of the Units and shall continue in full
      force and effect notwithstanding any subsequent disposition by the Subscriber
      of
      any of the Common Shares, Warrants or Warrant Shares.

     

    ARTICLE
      6 - SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS

     

    
      	
              6.1  

            	
              Survival
                of Representations, Warranties and Covenants of the
                Corporation

            


    

     

    The
      representations, warranties, acknowledgements and covenants of the Corporation
      contained in this Subscription Agreement shall survive the Closing and,
      notwithstanding such Closing or any investigation made by or on behalf of the
      Subscriber with respect thereto, shall continue in full force and effect for
      the
      benefit of the Subscriber and the Agent.

     

    
      	
              6.2  

            	
              Survival
                of Representations, Warranties and Covenants of the
                Subscriber

            


    

     

    The
      representations, warranties, acknowledgements and covenants of the Subscriber
      contained in this Subscription Agreement shall survive the Closing and,
      notwithstanding such Closing or any investigation made by or on behalf of the
      Corporation with respect thereto, shall continue in full force and effect for
      the benefit of the Corporation and the Agent.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ARTICLE
      7 - COMMISSION

     

    7.1         
      The
      Subscriber understands that in connection with the issue and sale of the Units
      pursuant to the Offering: (a) the Agent will receive from the Corporation on
      Closing, a cash commission equal to 7% of the gross proceeds of the Offering;
      and (b) the Corporation will grant to the Agent options (the
“Compensation Options”) equal in number to 10% of the number of
      Units sold pursuant to the Offering.  Subject to anti-dilution
      provisions contained in the instrument under which the Compensation Options
      will
      be governed, each Compensation Option will entitle the Agent to purchase one
      Common Share and one half of one Warrant at an exercise price of US$0.65 for
      a
      period of eighteen (18) months following the Closing Date.  No other
      fee or commission is payable by the Corporation in connection with the
      completion of the Offering.

     

    ARTICLE
      8 - COLLECTION OF PERSONAL INFORMATION

     

    
      	
              8.1  

            	
              Collection
                of Personal Information

            


    

     

    The
      Subscriber acknowledges that this Subscription Agreement and Schedule “A” hereto
      require the Subscriber to provide certain personal information to the
      Corporation.  Such information is being collected by the Corporation
      for the purposes of completing the Offering, which includes, without limitation,
      determining the Subscriber’s eligibility (or, if applicable, the eligibility of
      the Disclosed Principal) to purchase the Units under applicable securities
      legislation, preparing and registering certificates representing the Common
      Shares and Warrants to be issued hereunder and completing filings required
      by
      any stock exchange or securities regulatory authority.  The
      Subscriber’s personal information (and, if applicable, the Disclosed Principal’s
      personal information) may be disclosed by the Corporation to: (a) stock
      exchanges or securities regulatory authorities, (b) the Corporation’s registrar
      and transfer agent, (c) any government agency, board or other entity; and (d)
      any of the other parties involved in the Offering, including the Corporation,
      the Agent and their respective legal counsel, and may be included in record
      books in connection with the Offering.  By executing this Subscription
      Agreement, the Subscriber (and, if applicable, the Disclosed Principal) is
      deemed to be consenting to the foregoing collection, use and disclosure of
      the
      Subscriber’s personal information (and, if applicable, the Disclosed Principal’s
      personal information).  The Subscriber (and, if applicable, the
      Disclosed Principal) also consents to the filing of copies or originals of
      any
      of the documents described in Section 5.1(r) of this Subscription Agreement
      as
      may be required to be filed with any stock exchange or securities regulatory
      authority in connection with the transactions contemplated hereby and consents
      to the disclosure of such information to the public through the filing of a
      report of trade with applicable Securities Regulators.  The Subscriber
      (and, if applicable, the Disclosed Principal) further acknowledges that it
      has
      been notified by the Corporation of and authorizes (a) the delivery to the
      Ontario Securities Commission (the “OSC”) of the full name,
      residential address and telephone number of the Subscriber (and, if applicable,
      the Disclosed Principal), the number and type of securities purchased, the
      total
      purchase price, the exemption relied upon and the date of distribution; (b)
      that
      this information is being collected indirectly by the OSC under the authority
      granted to it in securities legislation; (c) that this information is being
      collected for the purposes of the administration and enforcement of the
      securities legislation of Ontario; and (d) that the Administrative Assistant
      to
      the Director of Corporate Finance can be contacted at Ontario Securities
      Commission, Suite 1903, Box 55, 20 Queen Street West, Toronto, Ontario M5H
      3S8,
      or at (416) 593-8086, regarding any questions about the OSC’s indirect
      collection of this information.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ARTICLE
      9 - MISCELLANEOUS

     

    
      	
              9.1  

            	
              Relationship
                between Corporation and
                Agent

            


    

     

    Mr.
      Terry
      Lynch, a director of the Corporation, is also a director of and exercises
      control or direction over shares of the Agent. Consequently, the Corporation
      may
      be considered to be a “connected issuer” of the Agent for the purposes of
      Canadian securities legislation. The decision to offer the Units and the
      determination of the terms of the Offering were made through negotiations
      between the Corporation and the Agent.  As a consequence of the
      Offering, the agent will receive the cash commission and Compensation Options
      described in Section 7.1 hereof.

     

    
      	
              9.2  

            	
              Further
                Assurances

            


    

     

    Each
      of
      the parties hereto upon the request of each of the other parties hereto, whether
      before or after the Closing Time, shall do, execute, acknowledge and deliver
      or
      cause to be done, executed, acknowledged and delivered all such further acts,
      deeds, documents, assignments, transfers, conveyances, powers of attorney and
      assurances as may reasonably be necessary or desirable to complete the
      transactions contemplated herein.

     

    
      	
              9.3  

            	
              Notices

            


    

     

    
      	
            	
              (a)

            	
              Any
                notice, direction or other instrument required or permitted to be
                given to
                any party hereto shall be in writing and shall be sufficiently given
                if
                delivered personally, or transmitted by facsimile tested prior to
                transmission to such party, as
                follows:

            


    

     

    
      	
            	
              (i)

            	
              in
                the case of the Corporation, to:

            


    

     

    FirstGold
      Corp.

    3108
      Gabbert Drive, Suite 201

    Cameron
      Park

    CA  95682

    


    Attention: 
      Scott Dockter

    Fax: 
      (530) 677-7626

    


    with
      copies to:

     

    Macleod
      Dixon LLP

    Suite
      500, P.O. Box 128

    100
      Wellington Street West

    Toronto,
      Ontario M5K 1H1

    Canada

     

    Attention:  David
      Knight

    Fax: 
      (416) 360-8277

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              (ii)

            	
              in
                the case of the Subscriber, at the address specified on the face
                page
                hereof;

            


    

     

    
      	
            	
              (iii)

            	
              in
                the case of the Agent, to:

            


    

     

    
      	
              Kingsmill
                Capital Partners Inc.

              219
                North Dufferin Street

              Suite
                100B

              Toronto,
                Ontario

              M6K
                3J1

            
	 	 
	
              Attention:

            	
              Terry
                Lynch

            
	
              Fax:

            	
              416-588-1999

            


    

    


    
      	
            	
              (b)

            	
              Any
                such notice, direction or other instrument, if delivered personally,
                shall
                be deemed to have been given and received on the day on which it
                was
                delivered, provided that if such day is not a Business Day then the
                notice, direction or other instrument shall be deemed to have been
                given
                and received on the first Business Day next following such day and
                if
                transmitted by fax, shall be deemed to have been given and received
                on the
                day of its transmission, provided that if such day is not a Business
                Day
                or if it is transmitted or received after the end of normal business
                hours
                then the notice, direction or other instrument shall be deemed to
                have
                been given and received on the first Business Day next following
                the day
                of such transmission.

            


    

     

    
      	
            	
              (c)

            	
              Any
                party hereto may change its address for service from time to time
                by
                notice given to each of the other parties hereto in accordance with
                the
                foregoing provisions.

            


    

     

    
      	
              9.4  

            	
              Time
                of the Essence

            


    

     

    Time
      shall be of the essence of this Subscription Agreement and every part
      hereof.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              9.5  

            	
              Costs
                and Expenses

            


    

     

    All
      costs
      and expenses (including, without limitation, the fees and disbursements of
      legal
      counsel) incurred in connection with this Subscription Agreement and the
      transactions herein contemplated shall be paid and borne by the party incurring
      such costs and expenses.

     

    
      	
              9.6  

            	
              Applicable
                Law

            


    

     

    This
      Subscription Agreement shall be construed and enforced in accordance with,
      and
      the rights of the parties shall be governed by, the laws of the Province of
      Ontario and the federal laws of Canada applicable therein. Any and all disputes
      arising under this Subscription Agreement, whether as to interpretation,
      performance or otherwise, shall be subject to the non-exclusive jurisdiction
      of
      the courts of the Province of Ontario and each of the parties hereto hereby
      irrevocably attorns to the jurisdiction of the courts of the Province of Ontario
      and waives objection to the venue of any proceeding in such court or that such
      court provides an inconvenient forum.

     

    
      	
              9.7  

            	
              Entire
                Agreement

            


    

     

    This
      Subscription Agreement, including the Schedules hereto, constitutes the entire
      agreement between the parties hereto with respect to the transactions
      contemplated herein and cancels and supersedes any prior understandings,
      agreements, negotiations and discussions between the parties. There are no
      representations, warranties, terms, conditions, undertakings or collateral
      agreements or understandings, express or implied, between the parties hereto
      other than those expressly set forth in this Subscription Agreement or in any
      such agreement, certificate, affidavit, statutory declaration or other document
      as set out in this Subscription Agreement. This Subscription Agreement may
      not
      be amended or modified in any respect except by written instrument executed
      by
      each of the parties hereto.

     

    
      	
              9.8  

            	
              Counterparts

            


    

     

    This
      Subscription Agreement may be executed in two or more counterparts, each of
      which shall be deemed to be an original and all of which together shall
      constitute one and the same Subscription Agreement. Counterparts may be
      delivered either in original or faxed form and the parties adopt any signature
      received by a receiving fax machine as original signatures of the
      parties.

     

    
      	
              9.9  

            	
              Assignment

            


    

     

    This
      Subscription Agreement may not be assigned by either party except with the
      prior
      written consent of the other parties hereto.

     

    
      	
              9.10  

            	
              Enurement

            


    

     

    This
      Subscription Agreement shall enure to the benefit of and be binding upon the
      parties hereto and their respective heirs, executors, successors (including
      any
      successor by reason of the amalgamation or merger of any party), administrators
      and permitted assigns.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              9.11  

            	
              Beneficial
                Subscribers

            


    

     

    Whether
      or not explicitly stated in this Subscription Agreement, any acknowledgement,
      representation, warranty, covenant or agreement made by the Subscriber in this
      Subscription Agreement, including the Schedules will be treated as if made
      by
      the Disclosed Principal, if any.

     

    
      	
              9.12  

            	
              Language
                of Documents

            


    

     

    It
      is the
      express wish of the parties to this Agreement that this Agreement and all
      related documents be drafted in English.  Les parties aux présentes
      conviennent et exigent que cette convention ainsi que tous les documents s'y
      rattachant soient rédigés en langue Anglais.

     

    


     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    SCHEDULE
      “A”

    REPRESENTATION
      LETTER

     

     

    
      	
              TO:

            	
              FirstGold
                Corp. (the “Corporation”)

            


    

     

    In
      connection with the agreement to purchase Units by the undersigned Subscriber
      or, if applicable, the Disclosed Principal on whose behalf the undersigned
      is
      purchasing as agent, the Subscriber hereby represents, warrants, covenants
      and
      certifies to the Corporation that:

     

    1.  The
      undersigned Subscriber is resident in the jurisdiction set out as the
      "Subscriber's Residential Address" on the face page of the Subscription
      Agreement and, if the undersigned Subscriber is purchasing in principal as
      agent
      for a Disclosed Principal, the Disclosed Principal is resident in the
      jurisdiction set out at the "Disclosed Principal's Residential Address" on
      the
      face page of the Subscription Agreement.

     

    2.  The
      undersigned Subscriber or, if the Subscriber is acting as agent for a Disclosed
      Principal, the Disclosed Principal is purchasing the Units as principal for
      its
      own account (NOTE: For this purpose, a trust company or trust corporation
      described in paragraph (p) in Appendix “I” to this Representation Letter (other
      than a trust company or trust corporation registered under the laws of Prince
      Edward Island that is not registered or authorized under the Trust and Loan
      Companies Act (Canada) or under comparable legislation in another
      jurisdiction of Canada) and a person described in paragraph (q) in Appendix
“I”
to this Representation Letter is deemed to be purchasing as
      principal).

     

    3.  The
      undersigned Subscriber (or if the undersigned Subscriber is purchasing as agent
      for a Disclosed Principal, the Disclosed Principal) is and will be at the
      Closing Time an “accredited investor” within the meaning of NI 45-106 by virtue
      of satisfying the indicated criterion as set out in Appendix “I” to this
      Representation Letter.

     

    4.  The
      undersigned Subscriber (or if the undersigned Subscriber is purchasing as agent
      for a Disclosed Principal, the Disclosed Principal) was not created or used
      solely to purchase or hold securities as described in paragraph (m) of the
      definition of "accredited investor" in NI 45-106.

     

    5.  Upon
      execution of this Schedule “A” by the Subscriber, this Schedule “A” shall be
      incorporated into and form a part of the Subscription Agreement to which this
      Schedule is attached.

     

    
      	
              Dated:  _________________________,
                2007

            	 	 
	 	 	 	 
	
               

            	
               

            	 	 
	 	 	Print
              name of Subscriber, or
              person signing as agent	 
	 	 	for
              the Disclosed
              Principal	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	Signature	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	Print
              name of Signatory (if different from Subscriber or agent, as
              applicable)	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	Title	 


    

     

     

    
      
        
          **
            PLEASE INITIAL THE APPLICABLE PROVISION IN APPENDIX “I” ON THE FOLLOWING PAGES
            **

        

      

      
        
        

        
          

        

      

      
        
          APPENDIX
            “I”

        

      

    

     

    TO
      SCHEDULE “A”

    
      	
            	
              NOTE:

            	
              THE
                INVESTOR MUST INITIAL BESIDE THE APPLICABLE PORTION OF THE DEFINITION
                BELOW.

            


    

     

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

     

    
      	
              __________

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

            
	 	 	 
	
              __________

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

            
	 	 	 
	
              __________

            	(c)	
              a
                subsidiary of any person referred to in paragraphs (a) or (b), 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; or

            
	 	 	 
	
              __________

            	(d)	
              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);
                or

            
	 	 	 
	
              __________

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

            
	 	 	 
	
              __________

            	(f)	
              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; or

            
	 	 	 
	
              __________

            	(g)	
              a
                municipality, public board or commission in Canada and a metropolitan
                community, school board, the Comité de gestion de la taxe scolaire de
                l’ile de Montréal or an intermuncipal management board in Québec;
                or

            
	 	 	 
	
              __________

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

            
	 	 	 
	
              __________

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

            
	 	 	 
	
              __________

            	(j)	
              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;
                or

            
	 	 	 


    

    
      	 	
              **Note:
                if individual accredited investors wish to purchase through wholly-owned
                holding companies or similar entities, such purchasing entities must
                qualify under (t) below, which must be
                initialled.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              __________

            	(k)	
              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; or

            
	 	 	 
	 	**Note:
              if individual accredited investors wish to purchase through wholly-owned
              holding companies or similar entities, such purchasing entities must
              qualify under (t) below, which must be initialled.
	 	 
	
              __________

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

            
	 	 	 
	 	**Note:
              if individual accredited investors wish to purchase through wholly-owned
              holding companies or similar entities, such purchasing entities must
              qualify under (t) below, which must be initialled.
	 	 
	
              __________

            	(m)	
              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; or

            
	 	 	 
	
              __________

            	(n)	
              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,

               

              (ii)  a
                person that acquires or acquired securities in the circumstances
                referred
                to in sections 2.10 [Minimum amount investment] of NI 45-106, 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; or

            
	 	 	 
	
              __________

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

            
	 	 	 
	
              __________

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

            
	 	 	 
	
              __________

            	(q)	
              a
                person acting on behalf of a fully managed account managed by that
                person,
                if that person:

               

              (i)  is
                registered or authorized to carry on business as an adviser or the
                equivalent under the securities legislation of a jurisdiction of
                Canada or
                a foreign jurisdiction, and

               

              (ii)  in
                Ontario, is purchasing a security that is not a security of an investment
                fund; or

            
	 	 	 
	
              __________

            	(r)	
              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;
                or

               

            
	
              __________

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

               

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              __________

            	(t)	
              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;
                or

               

            
	
              __________

            	(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 Quebec, the regulator as:

               

              (i)  an
                accredited investor, or

               

              (ii)  an
                exempt purchaser in Alberta or British Columbia after NI 45-106 came
                into
                force.

            


    

    For
      the purposes hereof:

     

    an
      issuer
      is an “affiliate” of another issuer if

     

    
      	
            	
              (a)

            	
              one
                of them is the subsidiary of the other,
                or

            


    

     

    
      	
            	
              (b)

            	
              each
                of them is controlled by the same
                person;

            


    

     

    “bank”
      means a bank named in Schedule I or II of the Bank Act
      (Canada);

     

    “Canadian
      financial institution” means

     

    
      	
               

            	
              (a)

            	
              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 that Act,
                or

            


    

     

    
      	
               

            	
              (b)

            	
              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 in Canada;

            


    

     

    “company”
      means any corporation, incorporated association, incorporated syndicate or
      other
      incorporated organization;

     

    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 that first person holds
                the
                voting securities only to secure an
                obligation,

            


    

     

    
      	
               

            	
              (b)

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

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
               

            	
              (c)

            	
              the
                second person is a limited partnership and the general partner of
                the
                limited partnership is the first
                person;

            


    

     

    “director”
      means

     

    
      	
               

            	
              (a)

            	
              a
                member of the board of directors of a company or an individual who
                performs similar functions for a company,
                and

            


    

     

    
      	
               

            	
              (b)

            	
              with
                respect to a person that is not a company, an individual who performs
                functions similar to those of a director of a
                company;

            


    

     

    “entity”
      means a company, syndicate, partnership, trust or unincorporated
      organization;

     

    “financial
      assets” means

     

    
      	
            	
              (a)

            	
              cash,

            


    

     

    
      	
            	
              (b)

            	
              securities,
                or

            


    

     

    
      	
               

            	
              (c)

            	
              a
                contract of insurance, a deposit or an evidence of a deposit that
                is not a
                security for the purposes of securities
                legislation;

            


    

     

    “foreign
      jurisdiction” means a country other than Canada or a political
      subdivision of a country other than Canada;

     

    “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;

     

    “investment
      fund” means a mutual fund or non-redeemable investment fund, and, for
      greater certainty, in British Columbia includes an employee venture capital
      corporation that does not have a restricted constitution, and is registered
      under Part 2 of the Employee Investment Act (British Columbia),
      R.S.B.C. 1996 c. 112, and whose business objective is making multiple
      investments and a venture capital corporation registered under Part 1 of the
      Small Business Venture Capital Act (British Columbia), R.S.B.C. 1996
      c.429 whose business objective is making multiple investments;

     

    “jurisdiction”
      means a province or territory of Canada except when used in the term “foreign
      jurisdiction”;

     

    “individual”
      means a natural person, but does not include

     

    
      	
               

            	
              (a)

            	
              a
                partnership, unincorporated association, unincorporated syndicate,
                unincorporated organization or a trust,
                or

            


    

     

    
      	
               

            	
              (b)

            	
              a
                natural person in his or her capacity as trustee, executor, administrator
                or other legal personal
                representative;

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    “mutual
      fund” includes an issuer whose primary purpose is to invest money
      provided by its security holders and whose securities entitle the holder to
      receive on demand, or within a specified period after demand, an amount computed
      by reference to the value of a proportionate interest in the whole or in a
      part
      of the net assets, including a separate fund or trust account, of the issuer
      of
      the securities;

     

    “non-redeemable
      investment fund” means an issuer,

     

    
      	
            	
              (a)

            	
              whose
                primary purpose is to invest money provided by its
                securityholders,

            


    

     

    
      	
            	
              (b)

            	
              that
                does not invest,

            


    

     

    
      	
               

            	
              (A)

            	
              for
                the purpose of exercising or seeking to exercise control of an issuer,
                other than an issuer that is a mutual fund or a non-redeemable investment
                fund, or

            


    

     

    
      	
               

            	
              (B)

            	
              for
                the purpose of being actively involved in the management of any issuer
                in
                which it invests, other than an issuer that is a mutual fund or a
                non-redeemable investment fund, and

            


    

     

    
      	
            	
              (c)

            	
              that
                is not a mutual fund;

            


    

     

    “person”
      includes

     

    
      	
            	
              (a)

            	
              an
                individual,

            


    

     

    
      	
            	
              (b)

            	
              a
                corporation,

            


    

     

    
      	
               

            	
              (c)

            	
              a
                partnership, trust, fund and an association, syndicate, organization
                or
                other organized group of persons, whether incorporated or not,
                and

            


    

     

    
      	
               

            	
              (d)

            	
              an
                individual or other person in that person’s capacity as a trustee,
                executor, administrator or personal or other legal
                representative;

            


    

     

    “regulator”
      means, for the local jurisdiction, the person referred to in Appendix D of
      National Instrument 14-101 “Definitions” (“NI 14-101”) opposite
      the name of the local jurisdiction;

     

    “related
      liabilities” means:

     

    
      	
               

            	
              (a)

            	
              liabilities
                incurred or assumed for the purpose of financing the acquisition
                or
                ownership of financial assets; or

            


    

     

    
      	
            	
              (b)

            	
              liabilities
                that are secured by financial
                assets;

            


    

     

    “Schedule
      III bank” means an authorized foreign bank named in Schedule III of
      the Bank Act (Canada);

     

    “securities
      legislation” means, for the local jurisdiction, the instruments listed
      in Appendix B of NI 14-101 opposite the name of the local
      jurisdiction

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    “securities
      regulatory authority” means, for the local jurisdiction, the securities
      commission or similar regulatory authority listed in Appendix C of NI 14-101
      opposite the name of the local jurisdiction;

     

    “spouse”
      means an individual who,

     

    
      	
               

            	
              (a)

            	
              is
                married to another individual and is not living separate and apart
                within
                the meaning of the Divorce Act (Canada), from the other
                individual,

            


    

     

    
      	
               

            	
              (b)

            	
              is
                living with another individual in a marriage-like relationship, including
                a marriage-like relationship between individuals of the same gender,
                or

            


    

     

    
      	
               

            	
              (c)

            	
              in
                Alberta, is an individual referred to in paragraph (a) or (b), or
                is an
                adult interdependent partner within the meaning of the Adult
                Interdependent Relationships Act (Alberta);
                and

            


    

     

    “subsidiary”
      means an issuer that is controlled directly or indirectly by another issuer
      and
      includes a subsidiary of that subsidiary.

     

    


     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    SCHEDULE
      “B”

    CERTIFICATE

    ADDITIONAL
      REPRESENTATIONS, WARRANTIES AND COVENANTS

    FOR
      NON-CANADIAN SUBSCRIBERS

    (OTHER
      THAN U.S. SUBSCRIBERS)

     

    The
      Subscriber, on its own behalf and (if applicable) on behalf of others for whom
      it is acting hereunder, further represents, warrants and covenants to and with
      the Corporation and the Agent and their respective counsel (and acknowledges
      that the Corporation, the Agent and their respective counsel are relying
      thereon) that it is, and (if applicable) any beneficial purchaser for whom
      it is
      acting hereunder is, a resident of, or otherwise subject to, the securities
      legislation of a jurisdiction other than Canada or the United States,
      and:

     

    
      	
            	
              (d)

            	
              the
                Subscriber is, and (if applicable) any other purchaser for whom it
                is
                acting hereunder, is:

            


    

     

    
      	
            	
              (i)

            	
              a
                purchaser that is recognized by the securities regulatory authority
                in the
                jurisdiction in which it is, and (if applicable) any other purchaser
                for
                whom it is acting hereunder is resident or otherwise subject to the
                securities laws of such jurisdiction as an exempt purchaser and is
                purchasing the Units as principal for its, or (if applicable) each
                such
                other purchaser’s, own account, and not for the benefit of any other
                person, for investment only and not with a view to resale or distribution
                and no other person, corporation, firm or other organization has
                a
                beneficial interest in the said securities being purchased, or purchasing
                the securities as agent or trustee for the principal disclosed on
                the
                cover page of this Agreement and each disclosed principal for whom
                the
                Subscriber is acting is purchasing as principal for its own account,
                and
                not for the benefit of any other person, and is purchasing for investment
                only and not a view to resale or distribution;
                or

            


    

     

    
      	
            	
              (ii)

            	
              a
                purchaser which is purchasing Units pursuant to an exemption from
                any
                prospectus or securities registration requirements (particulars of
                which
                are enclosed herewith) available to the Corporation, the Agent, the
                Subscriber and any such other purchaser under applicable securities
                laws
                of their jurisdiction of residence or to which the Subscriber and
                any such
                other purchaser are otherwise subject to, and the Subscriber and
                any such
                other purchaser shall deliver to the Corporation and the Agent such
                further particulars of the exemption and their qualification thereunder
                as
                the Corporation or the Agent may reasonably
                request;

            


    

     

    
      	
            	
              (e)

            	
              the
                purchase of Units by the Subscriber, and (if applicable) each such
                other
                purchaser, does not contravene any of the applicable securities laws
                in
                such jurisdiction and does not trigger: (i) any obligation of the
                Corporation to prepare and file a prospectus, an offering memorandum
                or
                similar document, or (ii) any obligation of the Corporation to make
                any
                filings with or seek any approvals of any kind from any regulatory
                body in
                such jurisdiction or any other ongoing reporting requirements with
                respect
                to such purchase or otherwise; or (iii) any registration or other
                obligation on the part of the Corporation or the
                Agent;

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              (f)

            	
              all
                acts of solicitation, conduct or negotiations directly or indirectly
                in
                furtherance of the purchase of securities occurred outside of Canada
                and
                the Untied States;

            


    

     

    
      	
            	
              (g)

            	
              no
                offer was made to the Subscriber in Canada or the United States and
                the
                buy order in respect of the subscription was not placed from within
                Canada
                or the United States;

            


    

     

    
      	
            	
              (h)

            	
              the
                Subscriber is knowledgeable of, and has been independently advised
                as to,
                the securities laws of such jurisdiction as applicable to this
                Subscription Agreement; and

            


    

     

    
      	
            	
              (i)

            	
              the
                Subscriber, and (if applicable) any other purchaser for whom it is
                acting
                hereunder will not sell or otherwise dispose of any Units or any
                Common
                Shares, Warrants and Warrant Shares underlying the Units (the
                “Underlying Securities”), except in accordance with
                applicable Canadian securities laws, and if the Subscriber, or (if
                applicable) such beneficial purchaser sell or otherwise dispose of
                any
                Units or Underlying Securities to a person other than a resident
                of
                Canada, the Subscriber, and (if applicable) such beneficial purchaser,
                will obtain from such purchaser representations, warranties and covenants
                in the same form as provided in this Schedule “B” and shall comply with
                such other requirements as the Corporation may reasonably
                require.

            


    

     

    


     

    Dated
      at
      _______________ this ____ day of ____________, 2007.

    


    
      	 	
               

              
                

              

              Name
                of Subscriber

               

              
                
                  

                

              

              Signature
                of Subscriber

               

              
                
                  

                

              

              Title
                of Subscriber

            


    

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    SCHEDULE
      “C”

    TERM
      SHEET

    


    FIRSTGOLD
      CORP.

    UP
      TO US$2,500,000

    


    PRIVATE
      PLACEMENT OF UNITS

    
      
        

      

    

     

    
      	
              Issuer:

            	
              Firstgold
                Corp. (the “Corporation”)

            
	 	 
	
              Issue:

            	
              Up
                to 5,555,000 units (the “Units”), each Unit consisting of
                one common share in the capital of the Corporation (each, a
                “Common Share”) and one-half of one Common Share purchase
                warrant (each whole warrant, a
                “Warrant”).

            
	 	 
	
              Warrants:

            	
              Each
                Warrant will entitle the holder thereof to purchase one common share
                of
                the Corporation (each, a “Warrant Share”) at a price of
                US$0.65 per Warrant Share  for a period of 18 months from the
                closing date.

            
	 	 
	
              Amount:

            	
              Up
                to US$2,500,000.  The Company is also negotiating an additional
                placement of up to 20,000,000 subscription receipts exchangeable
                for Units
                to raise gross proceeds of up to an additional US$9,000,000.The offering
                of Units is not conditional on the completion of such additional
                placement.

            
	 	 
	
              Issue
                Price:

            	
              US$0.45
                per Unit.

            
	 	 
	
              Form
                of Financing:

            	
              Best
                efforts agency private placement to institutional and “accredited”
                investors in Canada.

            
	 	 
	
              Agent:

            	
              Kingsmill
                Capital Partners Inc.

            
	 	 
	
              Use
                of Proceeds:

            	
              The
                net proceeds of the offering shall be used for exploration and development
                of the Corporation’s Relief Canyon project, as well as for general
                and  administrative expenses.

            
	 	 
	
              Hold
                Period:

            	
              The
                Units and the underlying Common Shares and Warrants will be subject
                to
                applicable hold periods in Canada and the United States. In Canada
                the
                hold period is four months from the date the Company becomes a reporting
                issuer and in the United States the hold period is one year from
                the date
                of closing.  The Corporation will use its reasonable commercial
                efforts to file and have declared effective a Registration Statement
                to
                qualify the resale of the Common Shares, Warrants and Warrant Shares
                in
                the United States.

            
	 	 
	
              Fees:

            	
              Fees
                equal to 7.0% cash commission based on the gross proceeds raised
                in the
                Financing and 10.0% broker warrants (calculated on the basis of the
                number
                of Units issued upon closing of the Offering) with each warrant entitling
                the holder to purchase one Common Share and one Warrant at an exercise
                price equal to the offering price of the Units and expiring 18 months
                from
                closing of the Offering.

            
	 	 
	
              Closing:

            	
              On
                or about April 10, 2007 or as the parties may otherwise
                agree.