Tuscany Minerals Ltd.: Exhibit 4.10 - Filed by newsfilecorp.com






THIS DEBT SETTLEMENT AND 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 DEBT SETTLEMENT AND
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 AND PROVINCIAL LAWS. IN ADDITION,
HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN
COMPLIANCE WITH THE 1933 ACT.

UNLESS OTHERWISE PERMITTED UNDER SECURITIES LEGISLATION, THE
HOLDER OF THESE SECURITIES MUST NOT TRADE THE SECURITIES IN OR FROM BRITISH
COLUMBIA UNLESS THE CONDITIONS IN SECTION 12(2) OF BC INSTRUMENT 51-509 ISSUERS
QUOTED IN THE U.S. OVER-THE-COUNTER MARKET ARE MET.

DEBT SETTLEMENT AND SUBSCRIPTION AGREEMENT

THIS DEBT SETTLEMENT AND SUBSCRIPTION AGREEMENT (the
“Agreement”) made as of the 30th day of September, 2009.

	BETWEEN: 	  
		Tuscany Minerals Ltd. (the “Company”) a
      Cayman Islands corporation with an address for business at Suite 780 – 333
      Seymour Street, Vancouver, British Columbia, V6B 5A6 
	 	 
	AND: 	_____________________. (the
      “Subscriber”), a company with an address for business at 
	 	 


WHEREAS:

A.            
The Company is indebted to the Subscriber in the aggregate amount of
US$__________(the “Outstanding Amount”); and

B.            
The Subscriber has agreed to accept _______________shares of the Company’s
common stock at a price of $0.015 per share (the “Shares”), as payment of the
Outstanding Amount pursuant to the terms and conditions set forth in this
Agreement.

NOW THEREFORE THIS AGREEMENT witnesses that, for good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:

1.            
 Interpretation

1.1            
In this Agreement, words importing the singular number only shall include the
plural and vice versa, words importing gender shall include all genders and
words importing persons shall include individuals, corporations, partnerships, associations, trusts,
unincorporated organizations, governmental bodies and other legal or business
entities of any kind whatsoever.




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1.2            
Any reference to currency is to the currency of the United States of America
unless otherwise indicated.

2.              
Acknowledgement of Indebtedness

2.1            
The Company and the Subscriber acknowledge and agree that the Company is
indebted to the Subscriber in the amount of the Outstanding Amount.

3.            
 Payment of Indebtedness

3.1            
As full and final payment of the Outstanding Amount, the Company will on the
Closing Date (as defined herein) issue to the Subscriber the Shares, as fully
paid and non-assessable, and the Subscriber will accept the Shares as full and
final payment of the Outstanding Amount.

4.            
 Release

4.1            The
Subscriber hereby agrees that upon delivery of the Shares by the Company in
accordance with the provisions of this Agreement, the Outstanding Amount will be
fully satisfied and extinguished, and the Subscriber will remise, release and
forever discharge the Company and its respective directors, officers, employees,
successors, solicitors, agents and assigns from any and all obligations relating
to the Outstanding Amount.

5.            
 Documents Required from Subscriber

5.1            The
Subscriber must complete, sign and return to the Company:

	 	(a) 	
      two (2) executed copies of this Agreement; and

	 	 	 
	 	(b) 	
      a National Instrument 45-106 (NI 45-106”) Questionnaire
      in the form attached as Exhibit A (the
“Questionnaire”).



5.2            
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, the OTC Bulletin
Board, stock exchanges and applicable law.

6.            
Closing

6.1            Closing
of the offering of the Shares (the “Closing”) shall occur on or before November
30, 2009, or on such other date as may be determined by the Company and the
Subscriber (the “Closing Date”).

7.            
Acknowledgements of Subscriber

7.1           
The Subscriber acknowledges and agrees that:

	 	(a) 	
      none of the Shares have been or will be registered under
      the Securities Act of 1933 (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 only in accordance with applicable securities
  laws;







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	 	(b) 	
      the Company has not undertaken, and will have no
      obligation, to register any of the Shares under the 1933 Act or any other
      applicable securities legislation;

	 	 	 
	 	(c) 	
      the Subscriber has received and carefully read this
      Agreement;

	 	 	 
	 	(d) 	
      the decision to execute this Agreement and acquire the
      Shares 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 any public
      information which has been filed by the Company with the Securities and
      Exchange Commission (“SEC”) in compliance, or intended compliance, with
      applicable securities legislation;

	 	 	 
	 	(e) 	
      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 issuance of the Shares hereunder, and to
      obtain additional information, to the extent possessed or obtainable by
      the Company without unreasonable effort or expense;

	 	 	 
	 	(f) 	
      the books and records of the Company were available upon
      reasonable notice for inspection, subject to certain confidentiality
      restrictions, by the Subscriber during reasonable business hours at its
      principal place of business and that all documents, records and books in
      connection with the issuance of the Shares hereunder have been made
      available for inspection by the Subscriber and the Subscriber’s attorney
      and/or advisor(s);

	 	 	 
	 	(g) 	
      the Company is entitled to rely on the representations
      and warranties and the statements and answers of the Subscriber contained
      in this Agreement and the Questionnaire and the Subscriber will hold
      harmless the Company from any loss or damage it or they may suffer as a
      result of the Subscriber's failure to correctly complete this Agreement or
      the Questionnaire;

	 	 	 
	 	(h) 	
      the Subscriber will indemnify and hold harmless the
      Company and, where applicable, its respective 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, the Questionnaire 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;

	 	 	 
	 	(i) 	
      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 Shares 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 PURSUANT TO REGULATION S UNDER THE
      UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933
  ACT”).

	 	 	 
	 		
      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 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.








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      UNLESS OTHERWISE PERMITTED UNDER SECURITIES LEGISLATION,
      THE HOLDER OF THESE SECURITIES MUST NOT TRADE THE SECURITIES IN OR FROM
      BRITISH COLUMBIA UNLESS THE CONDITIONS IN SECTION 12(2) OF BC INSTRUMENT
      51-509 ISSUERS QUOTED IN THE U.S. OVER-THE-COUNTER MARKET ARE
  MET.

	 	 	 	 
	 	(j) 	
      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 Shares 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 any of the
      Shares hereunder, and

	 	 	 	 
	 		(ii) 	
      applicable resale restrictions;

	 	 	 	 
	 	(k) 	
      in addition to resale restrictions imposed under U.S.
      securities laws, there may be additional restrictions on the Subscriber's
      ability to resell the Shares under applicable provincial securities
      legislation and National Instrument 45-102 (“NI 45-102”);

	 	 	 	 
	 	(l) 	
      none of the Shares are listed on any stock exchange or
      automated dealer quotation system and no representation has been made to
      the Subscriber that any of the Shares will become listed on any stock
      exchange or automated dealer quotation system, except that currently
      certain market makers make market in the common shares of the Company on
      the OTC Bulletin Board;

	 	 	 	 
	 	(m) 	
      the resale of any of the Shares in Canada is restricted
      except pursuant to an exemption from applicable provincial securities
      legislation;

	 	 	 	 
	 	(n) 	
      the Company has advised the Subscriber (if resident in
      Canada) that the Company is relying on an exemption from the requirements
      to provide the Subscriber with a prospectus to sell the Shares and, as a
      consequence of acquiring the Shares pursuant to such exemption certain
      protections, rights and remedies provided by applicable provincial
      securities legislation including statutory rights of rescission or
      damages, will not be available to the Subscriber;

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

	 	 	 	 
	 	(p) 	
      none of the Shares may be offered or sold to a U.S.
      Person or for the account or benefit of a U.S. Person (other than a
      distributor) prior to the end of the Distribution Compliance Period (as
      defined herein);

	 	 	 	 
	 	(q) 	
      neither the SEC nor any other securities commission or
      similar regulatory authority has reviewed or passed on the merits of the
      Shares or has reviewed any documents in connection with the sale of the
      Shares hereunder;

	 	 	 	 
	 	(r) 	
      there is no government or other insurance covering any of
      the Shares;

	 	 	 	 
	 	(s) 	
      the issuance and sale of the Shares to the Subscriber
      will not be completed if it would be unlawful or if, in the discretion of
      the Company acting reasonably, it is not in the best interests of the
      Company;








- 5 -

	 	(t) 	
      the statutory and regulatory basis for the exemption
      claimed for the offer and issuance of the Shares, 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; and

	 	 	 
	 	(u) 	
      this Agreement is not enforceable by the Subscriber
      unless it has been accepted by the Company.



8.           
   Representations, Warranties and Covenants of the
Subscriber

8.1            
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 is not a U.S. Person;

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

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

	 	 	 
	 	(d) 	
      the sale of the Shares to the Subscriber as contemplated
      by the delivery of this Agreement, the acceptance of it by the Company and
      the issuance of the Shares to the Subscriber complies with all applicable
      laws of the Subscriber’s jurisdiction of residence or domicile;

	 	 	 
	 	(e) 	
      the Subscriber:




	 	(i) 	
      is knowledgeable of, or has been independently advised as
      to, the applicable securities laws of the securities regulators having
      application in the jurisdiction in which the Subscriber is resident (the
      “International Jurisdiction”) which would apply to the acquisition of the
      Shares;

	 	 	 
	 	(ii) 	
      the Subscriber is purchasing the Shares pursuant to
      exemptions from prospectus or equivalent requirements under applicable
      securities laws or, if such is not applicable, the Subscriber is permitted
      to purchase the Shares under the applicable securities laws of the
      securities regulators in the International Jurisdiction without the need
      to rely on any exemptions;

	 	 	 
	 	(iii) 	
      the applicable securities laws of the authorities in the
      International Jurisdiction do not require the Company to make any filings
      or seek any approvals of any kind whatsoever from any securities regulator
      of any kind whatsoever in the International Jurisdiction in connection
      with the issue and sale or resale of the Shares; and

	 	 	 
	 	(iv) 	
      the purchase of the Shares by the Subscriber does not
      trigger:




	 	A. 	
      any obligation to prepare and file a prospectus or
      similar document, or any other report with respect to such purchase in the
      International Jurisdiction; or

	 	 	 
	 	B. 	
      any continuous disclosure reporting obligation of the
      Company in the International Jurisdiction; and




	 	(v) 	
      the Subscriber will, if requested by the Company, deliver
      to the Company a certificate or opinion of local counsel from the
      International Jurisdiction which will confirm the matters referred to in
      subparagraphs (ii), (iii) and (iv) above to the satisfaction of the
      Company, acting reasonably;







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	 	(f) 	
      the Subscriber is acquiring the Shares as principal for
      investment purposes only and not with a view to resale or distribution
      and, in particular, the Subscriber has no intention to distribute, either
      directly or indirectly, any of the Shares in the United States or to U.S.
      Persons;

	 	 	 
	 	(g) 	
      the Subscriber is outside the United States when
      receiving and executing this Agreement;

	 	 	 
	 	(h) 	
      the Subscriber is aware that an investment in the Company
      is speculative and involves certain risks, including the possible loss of
      the entire investment;

	 	 	 
	 	(i) 	
      the Subscriber has made an independent examination and
      investigation of an investment in the Shares and the Company and has
      depended on the advice of its legal and financial advisors and agrees that
      the Company will not be responsible in any way whatsoever for the
      Subscriber’s decision to invest in the Shares and the Company;

	 	 	 
	 	(j) 	
      the Subscriber (i) has adequate net worth and means of
      providing for its current financial needs and possible personal
      contingencies, (ii) has no need for liquidity in this investment, and
      (iii) is able to bear the economic risks of an investment in the Shares
      for an indefinite period of time;

	 	 	 
	 	(k) 	
      all information contained in the Questionnaire is
      complete and accurate and may be relied upon by the Company, and the
      Subscriber will notify the Company immediately of any material change in
      any such information occurring prior to the closing of the purchase of the
      Shares;

	 	 	 
	 	(l) 	
      the Subscriber understands and agrees that the Company
      and others will rely upon the truth and accuracy of the acknowledgements,
      representations and agreements contained in this Agreement and the
      Questionnaire and agrees that if any of such acknowledgements,
      representations and agreements are no longer accurate or have been
      breached, it shall promptly notify the Company;

	 	 	 
	 	(m) 	
      the Subscriber has the legal capacity and competence to
      enter into and execute this Agreement and to take all actions required
      pursuant hereto;

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

	 	 	 
	 	(o) 	
      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 Shares;

	 	 	 
	 	(p) 	
      the Subscriber understands and agrees that none of the
      Shares 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 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 only in accordance with applicable state and provincial
      securities laws;

	 	 	 
	 	(q) 	
      the Subscriber understands and agrees that offers and
      sales of any of the Shares prior to the expiration of a period of six
      months after the date of original issuance of the Shares (the one year
      period hereinafter referred to as the “Distribution Compliance Period”)
      shall only be made in compliance with the safe harbor provisions set forth
      in Regulation S, pursuant to the registration provisions of the 1933 Act
      or an exemption therefrom, and that all offers and sales after the
      Distribution Compliance Period shall be made only in compliance with the
      registration provisions of the 1933 Act or an exemption therefrom and in
      each case only in accordance with applicable state and provincial
      securities laws;







- 7 -

	 	(r) 	
      the Subscriber understands and agrees not to engage in
      any hedging transactions involving any of the Shares unless such
      transactions are in compliance with the provisions of the 1933 Act and in
      each case only in accordance with applicable state and provincial
      securities laws;

	 	 	 	 
	 	(s) 	
      the Subscriber understands and agrees that the Company
      will refuse to register any transfer of the 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;

	 	 	 	 
	 	(t) 	
      the Subscriber has the requisite knowledge and experience
      in financial and business matters as to be capable of evaluating the
      merits and risks of the investment in the Shares and the
Company;

	 	 	 	 
	 	(u) 	
      the Subscriber acknowledges that it has not acquired the
      Shares 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 any of the Shares which would include any
      activities undertaken for the purpose of, or that could reasonably be
      expected to have the effect of, conditioning the market in the United
      States for the resale of any of the Shares; provided, however, that the
      Subscriber may sell or otherwise dispose of any of the Shares pursuant to
      registration of any of the Shares pursuant to the 1933 Act and any
      applicable state securities laws or under an exemption from such
      registration requirements and as otherwise provided herein;

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

	 	 	 	 
	 	(w) 	
      no person has made to the Subscriber any written or oral
      representations,

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

	 	 	 	 
	 		(ii) 	
      that any person will refund the purchase price of any of
      the Shares,

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

	 	 	 	 
	 		(iv) 	
      that any of the Shares 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 Shares of the
      Company on any stock exchange or automated dealer quotation
  system.



8.2            
In this Agreement, the term “U.S. Person” shall have the meaning ascribed
thereto in Regulation S.

9.              
Acknowledgement and Waiver

9.1            
The Subscriber has acknowledged that the decision to acquire the Shares was
solely made on the basis of publicly available information. The Subscriber
hereby waives, to the fullest extent permitted by law, any rights of withdrawal,
rescission or compensation for damages to which the Subscriber might be entitled
in connection with the distribution of any of the Shares.

10.            
Representations and Warranties will be Relied Upon by the
Company

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




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11.             
 Resale Restrictions

11.1            
The Subscriber acknowledges that any resale of the Securities will be subject to
resale restrictions contained in the securities legislation applicable to the
Subscriber or proposed transferee. The Subscriber acknowledges that the Shares
have not been registered under the 1933 Act of the securities laws of any state
of the United States. The Shares may not be offered or sold in the United States
unless registered in accordance with United States federal securities laws and
all applicable state and provincial securities laws or exemptions from such
registration requirements are available.

11.2            
The Subscriber acknowledges that restrictions on the transfer, sale or other
subsequent disposition of the Shares by the Subscriber may be imposed by
securities laws in addition to any restrictions referred to in Section 11.1
above, and, in particular, the Subscriber acknowledges and agrees that none of
the Shares may be offered or sold to a U.S. Person or for the account or benefit
of a U.S. Person (other than a distributor) prior to the end of the Distribution
Compliance Period.

12.              
Legending and Registration of Subject Shares

12.1            
The Subscriber hereby acknowledges that a legend may be placed on the
certificates representing any of the Shares to the effect that the Shares
represented by such certificates are subject to a hold period and may not be
traded until the expiry of such hold period except as permitted by applicable
securities legislation.

12.2            
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 Agreement.

12.3            
Pursuant to British Columbia Instrument 51-509 – Issuers Quoted in the U.S.
Over –the-Counter Markets (“BCI 51-509”), as adopted by the British Columbia
Securities Commission, a subsequent trade in any of the Shares in or from
British Columbia will be a distribution subject to the prospectus and
registration requirements of applicable Canadian securities legislation
(including the British Columbia Securities Act) unless certain conditions
are met, which conditions include, among others, a requirement that any
certificate representing any of the Shares (or ownership statement issued under
a direct registration system or other book entry system) bear the restrictive
legend (the “BC Legend”) specified in BCI 51-509.

12.4            
The Subscriber undertakes not to trade or resell any of the Shares in or from
British Columbia unless the trade or resale is made in accordance with BCI
51.509. The Subscriber understands and agrees that the Company and others will
rely upon the truth and accuracy of these representations and warranties and
agrees that if such representations and warranties are no longer accurate or
have been breached, the Subscriber shall immediately notify the Company.

13.              
Collection of Personal Information

13.1            
The Subscriber acknowledges and consents to the fact that the Company is
collecting the Subscriber’s personal information for the purpose of fulfilling
this Agreement and completing this offering. The Subscriber’s personal
information (and, if applicable, the personal information of those on whose
behalf the Subscriber is contracting hereunder) may be disclosed by the Company
to (a) stock exchanges or securities regulatory authorities, (b) the Company’s
registrar and transfer agent, and (c) any of the other parties involved in this
offering, including legal counsel, and may be included in record books in
connection with this offering. 




- 9 -

By executing this Agreement, the Subscriber is deemed to be
consenting to the foregoing collection, use and disclosure of the Subscriber’s
personal information (and, if applicable, the personal information of those on
whose behalf the Subscriber is contracting hereunder) and to the retention of
such personal information for as long as permitted or required by law or
business practice. Notwithstanding that the Subscriber may be purchasing Shares
as agent on behalf of an undisclosed principal, the Subscriber agrees to
provide, on request, particulars as to the identity of such undisclosed
principal as may be required by the Company in order to comply with the
foregoing.

14.            
Costs

14.1 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 acquisition of the
Shares shall be borne by the Subscriber.

15.             
Governing Law

15.1            
This Agreement is governed by the laws of the Province of British Columbia.

16.             
Survival

16.1            
This 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 Shares by the Subscriber pursuant hereto.

17.             
Assignment

17.1            
This Agreement is not transferable or assignable.

18.            
 Execution

18.1            
The Company shall be entitled to rely on delivery by facsimile machine of an
executed copy of this Agreement and acceptance by the Company of such facsimile
copy shall be equally effective to create a valid and binding agreement between
the Subscriber and the Company in accordance with the terms hereof.

19.            
 Severability

19.1            
The invalidity or unenforceability of any particular provision of this Agreement
shall not affect or limit the validity or enforceability of the remaining
provisions of this Agreement.

20.            
 Entire Agreement

20.1            
Except as expressly provided in this Agreement and in the agreements,
instruments and other documents contemplated or provided for herein, this
Agreement contains the entire agreement between the parties with respect to the
sale of the Shares 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.

21.           
  Notices

21.1            
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
page 9 hereto and notices to the Company shall be directed to the Company’s
President at Suite 780,333 Seymour Street, Vancouver British Columbia, V6B
5A6.




- 10 -

22.              
Counterparts

22.1            
This 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.

IN WITNESS WHEREOF the Subscriber has duly executed this
Agreement as of the date first above mentioned.

DELIVERY INSTRUCTIONS

	1. 	
      Delivery - please deliver the certificates to:

	 	 
	 	 
	 	 
	 	 
	 	 
	2. 	
      Registration - registration of the certificates which are
      to be delivered at closing should be made as follows: 

	 	 
	 	 
	 	 (name) 
	 	 
	 	 
	 	 (address)


3. The undersigned hereby acknowledges that it will deliver to
the Company all such additional completed forms in respect of the Subscriber’s
purchase of the Shares as may be required for filing with the appropriate
securities commissions and regulatory authorities.

	 	 
	 	(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) 


A C C E P T A N C E

The above-mentioned Agreement in respect of the Shares is
hereby accepted by TUSCANY MINERALS, LTD.

DATED at Vancouver, effective as of the 30th day of September,
2009.

TUSCANY MINERALS LTD.

Per: __________________
      
Authorized Signatory




EXHIBIT A

NATIONAL INSTRUMENT 45-106 QUESTIONNAIRE

All capitalized terms herein, unless otherwise defined, have
the meanings ascribed thereto in the Debt Settlement and Subscription
Agreement.

The purpose of this Questionnaire is to assure the Company that
the Subscriber will meet certain requirements of National Instrument 45-106 ("NI
45-106"). The Company will rely on the information contained in this
Questionnaire for the purposes of such determination.

The Subscriber covenants, represents and warrants to the
Company that:

	1. 	
      the Subscriber has such knowledge and experience in
      financial and business matters as to be capable of evaluating the merits
      and risks of the transactions detailed in the Subscription Agreement and
      the Subscriber is able to bear the economic risk of loss arising from such
      transactions;

	 	 	 	 
	2. 	
      the Subscriber is (tick one or more of the following
      boxes):
	 
	 	 	 	 
		(A) 	
      a director, executive officer, employee or control person
      of the Company or an affiliate of the Company
	[ ]
	 	 	 	 
		(B) 	
      a spouse, parent, grandparent, brother, sister or child
      of a director, executive officer, founder or control person of the Company
      or an affiliate of the Company
	[ ]
	 	 	 	 
		(C) 	
      a parent, grandparent, brother, sister or child of the
      spouse of a director, executive officer, founder or control person of the
      Company or an affiliate of the Company
	[ ]
	 	 	 	 
		(D) 	
      a close personal friend of a director, executive officer,
      founder or control person of the Company
	[ ]
	 	 	 	 
		(E) 	
      a close business associate of a director, executive
      officer, founder or control person of the Company or an affiliate of the
      Company
	[ ]
	 	 	 	 
		(F) 	
      an accredited investor
	[ ]
	 	 	 	 
		(G) 	
      a company, partnership or other entity of which a
      majority of the voting securities are beneficially owned by, or a majority
      of the directors are, persons described in paragraphs A to F
	[ ]
	 	 	 	 
		(H) 	
      a trust or estate of which all of the beneficiaries or a
      majority of the trustees or executors are persons described in paragraphs
      A to F
	[ ]
	 	 
	3. 	
      if the Subscriber has checked box B, C, D, E, G or H in
      Section 2 above, the director, executive officer, founder or control
      person of the Company with whom the undersigned has the relationship
      is:

	 	 
		
      

	 	 
		
      (Instructions to Subscriber: fill in the name of each
      director, executive officer, founder and control person which you have the
      above-mentioned relationship with. If you have checked box G or H, also
      indicate which of A to F describes the securityholders, directors,
      trustees or beneficiaries which qualify you as box G or H and
      provide the names of those individuals. Please attach a separate page if
  necessary).








- 2 -

	6. 	
      if the Subscriber has ticked box F in Section 2 above,
      the Subscriber satisfies one or more of the categories of "accredited
      investor" (as that term is defined in NI 45-106) indicated below (please
      check the appropriate box):

	 	 	 
		[ ] 	
      (a) an individual registered or formerly registered under
      securities legislation in a jurisdiction of Canada, as a representative of
      a person or company registered under securities legislation in a
      jurisdiction of Canada, as an adviser or dealer, other than a limited
      market dealer registered under the Securities Act (Ontario) or the
      Securities Act (Newfoundland);

	 	 	 
		[ ] 	
      (b) 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 (a);

	 	 	 
		[ ] 	
      (c) an individual who either alone or with a spouse
      beneficially owns, directly or indirectly, financial assets (as defined in
      National Instrument 45-106) having an aggregate realizable value that,
      before taxes but net of any related liabilities, exceeds
    CDN$1,000,000;

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

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

	 	 	 
		[ ] 	
      (f) a person, other than an individual or investment
      fund, that had net assets of at least CDN$5,000,000 as reflected on its
      most recently prepared financial statements;



The Subscriber acknowledges and agrees that the Subscriber may
be required by the Company to provide such additional documentation as may be
reasonably required by the Company and its legal counsel in determining the
Subscriber's eligibility to acquire the Securities under relevant
legislation.

                 IN
WITNESS WHEREOF, the undersigned has executed this Questionnaire effective as of
the 30th day of September, 2009.

	If an Individual: 	 	If a Corporation, Partnership or Other Entity:
    
	 	 	 
	 	 	 
	Signature 	 	Print or Type Name of Entity 
	 	 	 
	 	 	 
	Print or Type Name 	 	Signature of Authorized Signatory 
	 	 	 
	 	 	 
	  	 	Type of Entity