Filed by Automated Filing Services Inc. (604) 609-0244 - Western Standard Energy Corp. - Exhibit 10.1






THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT RELATES TO AN
OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S.
PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”).

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

CONFIDENTIAL 
PRIVATE PLACEMENT SUBSCRIPTION
AGREEMENT 
(Subscribers Resident Outside of the United States) 

	TO: 	Western Standard Energy Corp.
      (the “Company”) 
	  	2 Sheraton Street 
	  	London W1F 8BH United Kingdom
  


Purchase of Units 

1.                 Subscription


1.1               The
undersigned (the “Subscriber”) hereby irrevocably subscribes for and agrees to
purchase from the Company, on the basis of the representations and warranties
and subject to the terms and conditions set forth herein, 500,000 units (the
“Units”) at the price of US $0.40 per Unit (such subscription and agreement to
purchase being the “Subscription”) for the total purchase price of US$200,000
(the “Subscription Proceeds”). 

1.2               Each
Unit will consist of one common share in the capital of the Company (each, a
“Share”) and one common share purchase warrant (a “Warrant”) subject to
adjustment. One Warrant shall be non-transferable and shall entitle the holder
thereof to purchase one share of common stock in the capital of the Company
(each, a “Warrant Share”), as presently constituted, for a period of two (2)
years commencing from the Closing (as defined hereafter), at a price per Warrant
Share of US $0.60 per Warrant Share. The Shares, Warrants and the Warrant Shares
are referred to as the “Securities”. 

1.3              
Subject to the terms hereof, the Subscription will be effective upon its
acceptance by the Company. The Subscriber acknowledges that the offering of the
Units (the “Offering”) contemplated hereby is part a private placement of
approximately 500,000 units having no maximum subscription level and no minimum
aggregate subscription level. 

2.                 Payment


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




- 2 - 

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

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

3.                
Documents Required from Subscriber 

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

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


4.                 Closing


4.1               Closing
of the offering of the Units (the “Closing”) shall occur on or before November
5, 2007, or on such other date as may be determined by the Company (the “Closing
Date”). 

4.2               The
Company may, at its discretion, elect to close the Offering in one or more
closings, in which event the Company may agree with one or more subscribers
(including the Subscriber hereunder) to complete delivery of the Securities to
such subscriber(s) against payment therefor at any time on or prior to the
Closing Date. 

5.                 Acknowledgements
of Subscriber 

5.1               The
Subscriber acknowledges and agrees that: 

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

	 	 	 
	 	(b) 	
      except as provided in this Subscription Agreement, the
      Subscriber acknowledges that the Company has not undertaken, and will have
      no obligation, to register any of the Securities under the 1933
  Act;

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

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







- 3 - 

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

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

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

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

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

	 	 	 	 
	 	(j) 	
      none of the Securities are listed on any stock exchange
      or automated dealer quotation system and no representation has been made
      to the Subscriber that any of the Securities will become listed on any
      stock exchange or automated dealer quotation system, except that currently
      market makers make a market for the Company’s common shares on the NASD’s
      OTC Bulletin Board;

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

	 	 	 	 
	 	(l) 	
      the statutory and regulatory basis for the exemption
      claimed for the offer of the Units, although in technical compliance with
      Regulation S, would not be available if the offering is part of a plan or
      scheme to evade the registration provisions of the 1933 Act or any
      applicable state and federal securities laws;

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

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

	 	 	 	 
	 		(ii) 	
      applicable resale restrictions;
and







- 4 - 

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



6.                 Representations,
Warranties and Covenants of the Subscriber 

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

	 	(a) 	
      the Subscriber has the legal capacity and competence to
      enter into and execute this Subscription Agreement and to take all actions
      required pursuant hereto and, if the Subscriber is a corporation, it is
      duly incorporated and validly subsisting under the laws of its
      jurisdiction of incorporation and all necessary approvals by its
      directors, shareholders and others have been obtained to authorize
      execution and performance of this Subscription Agreement on behalf of the
      Subscriber;

	 	 	 
	 	(b) 	
      the entering into of this Subscription Agreement and the
      transactions contemplated hereby do not result in the violation of any of
      the terms and provisions of any law applicable to the Subscriber or of any
      agreement, written or oral, to which the Subscriber may be a party or by
      which the Subscriber is or may be bound;

	 	 	 
	 	(c) 	
      the Subscriber has duly executed and delivered this
      Subscription Agreement and it constitutes a valid and binding agreement of
      the Subscriber enforceable against the Subscriber in accordance with its
      terms;

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

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

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

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

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

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

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

	 	 	 
	 	(k) 	
      the Subscriber (i) is able to fend for him/her/itself in
      the Subscription; (ii) has such knowledge and experience in business
      matters as to be capable of evaluating the merits and risks of its
      prospective







- 5 - 

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

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

	 	 	 	 
	 	(m) 	
      the Subscriber is not aware of any advertisement of any
      of the Securities and is not acquiring the Units as a result of any form
      of general solicitation or general advertising including advertisements,
      articles, notices or other communications published in any newspaper,
      magazine or similar media or broadcast over radio or television, or any
      seminar or meeting whose attendees have been invited by general
      solicitation or general advertising; and

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

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

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

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

	 	 	 	 
	 		(iv) 	
      that any of the Securities will be listed and posted for
      trading on any stock exchange or automated dealer quotation system or that
      application has been made to list and post any of the Securities of the
      Company on any stock exchange or automated dealer quotation
  system.



7.                
Representations and Warranties of the Company 

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

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

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

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




- 6 - 

9.                 Legending
of Subject Securities 

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

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

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

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

10.               Costs


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

11.               Governing
Law 

11.1            
This Subscription Agreement is governed by the laws of the State of Nevada. The
Subscriber, in its personal or corporate capacity and, if applicable, on behalf
of each beneficial purchaser for whom it is acting, irrevocably attorns to the
jurisdiction of the courts of the State of Nevada. 

12.             
 Survival 

12.1             
This Subscription Agreement, including without limitation the representations,
warranties and covenants contained herein, shall survive and continue in full
force and effect and be binding upon the parties hereto notwithstanding the
completion of the purchase of the Units by the Subscriber pursuant hereto. 

13.              
Assignment 

13.1             
This Subscription Agreement is not transferable or assignable. 

14.              
Severability 

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




- 7 - 

15.             
Entire Agreement 

15.1            
Except as expressly provided in this Subscription Agreement and in the
agreements, instruments and other documents contemplated or provided for herein,
this Subscription Agreement contains the entire agreement between the parties
with respect to the sale of the Units and there are no other terms, conditions,
representations or warranties, whether expressed, implied, oral or written, by
statute or common law, by the Company or by anyone else. 

16.             
Notices 

16.1            
All notices and other communications hereunder shall be in writing and shall be
deemed to have been duly given if mailed or transmitted by any standard form of
telecommunication. Notices to the Subscriber shall be directed to the address on
the signature page of this Subscription Agreement and notices to the Company
shall be directed to it at Western Standard Energy Corp. 2 Sheraton Street,
London W1F 8BH United Kingdom, Attention: President. 

17.             
Counterparts and Electronic Means 

17.1            
This Subscription Agreement may be executed in any number of counterparts, each
of which, when so executed and delivered, shall constitute an original and all
of which together shall constitute one instrument. Delivery of an executed copy
of this Subscription Agreement by electronic facsimile transmission or other
means of electronic communication capable of producing a printed copy will be
deemed to be execution and delivery of this Subscription Agreement as of the
date hereinafter set forth. 




- 8 - 

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

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


A C C E P T A N C E 

The above-mentioned Subscription Agreement in respect of the
Units is hereby accepted by Western Standard Energy Corp. 

DATED the 5TH day of NOVEMBER, 2007. 

WESTERN STANDARD ENERGY CORP. 

	Per: 	 
	 	Authorized Signatory