exh4-165.htm


    EXHIBIT 4.165

      
         

        
          
            This is
page  of 1of 21 pages of a subscription agreement and related
appendixes, schedules and forms. Collectively, these pages together are referred
to as the “Subscription Agreement”.

            


            


            


            


          

        

      


      AMADOR
GOLD CORP.

       

      FLOW-THROUGH
SUBSCRIPTION AGREEMENT

       

      INSTRUCTIONS
TO PURCHASER

       

       

      
        	
                 
      

              	
                1.

              	
                All
      purchasers complete all the information in the boxes on page 2 and sign
      where indicated with an “X”.

              


      

       

      
        	
                 
      

              	
                2.

              	
                If
      you are an “accredited investor” in British Columbia or Ontario, then
      complete the “Accredited Investor Questionnaire” that starts on page 5.
      The purpose of the questionnaire is to determine whether you meet the
      standards for participation in a private placement under section 2.3 of
      National Instrument 45-106.

              


      

       

      
        	
                 
      

              	
                3.

              	
                If
      you are not an individual (that is, the Purchaser is a corporation,
      partnership, trust or entity other than an individual or if you are a
      portfolio manager), then complete and sign the “Corporate Placee
      Registration Form” (Form 4C) that starts on
    page 8.

              


      


      
        
           


        

        
           


          
            

          

        

        
           


          
            Subscription
Agreement (with related appendixes, schedules and forms)            Page of 2 of 21

            


            


            


          

        

      


      PRIVATE
PLACEMENT

      FLOW-THROUGH
SUBSCRIPTION AGREEMENT

       

      
        	
                TO:

              	
                AMADOR
      GOLD CORP. (the “Issuer”), of Suite 711 – 675 West Hastings Street,
      Vancouver, B.C., V6B 1N2   Tel: (604) 685-2222;
      Fax:  (604) 685-3764

              


      

       

      Subject
and pursuant to the terms set out in the Terms on pages 3 to 4, the General
Provisions on pages 10 to 20 and the other schedules and appendixes incorporated
by reference, the Purchaser hereby irrevocably subscribes for, and on Closing
will purchase from the Issuer, the following securities at the following
price:

       

      SUBSCRIPTION
AND SUBSCRIBER INFORMATION

       

       

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

      


        
          	 
      	 
      	
                   

                  Number of Flow-Through
      Units:                            x $0.05

                
	
                  (Name
      of Subscriber)

                	 
      	 
      
	 
      	 
      	
                  =

                
	
                  Account
      Reference (if applicable):

                	 
      	 
      
	
                   

                   

                  By:                                                                           

                	 
      	
                  Aggregate
      Subscription Price:                             

                  (the “Subscription
      Price”)

                
	
                  Authorized
      Signature

                	 
      	 
      
	
                  By
      signing, the Purchaser agrees to disclosure of all information contained
      

                  herein
      to the Exchange and the collection, use and disclosure of the information
      

                  contained
      herein for the purposes described in Appendix 6B of the Exchange
      

                  Rules
      or as otherwise identified by the Exchange from time to
    time.

                	 
      	
                  Social
      Insurance Number

                   

                   

                
	
                   

                  ________________________________________________________

                  (Official
      Capacity or Title – if the Subscriber is not an individual)

                  ________________________________________________________

                  (Name
      of individual whose signature appears above if different than the name
      

                  of
      the subscriber printed above.)

                  ________________________________________________________

                  (Subscriber’s
      Address, including Municipality and Province)

                  ________________________________________________________

                   

                  ________________________________________________________

                  (Telephone
      Number)                                                         (Email
      Address)

                	 
      	
                  If
      the Subscriber is signing as agent for a principal (beneficial purchaser)
      and is not purchasing as trustee or agent for accounts fully managed by
      it, complete the following:

                   

                  ________________________________________________

                  (Name
      of Principal)

                   

                  ________________________________________________

                  (Principal’s
      Address)

                   

                  Number
      and kind of securities of the Corporation held, directly or indirectly, if
      any:

                  ________________________________________________

                   

                
	 
      	 
      	 
      
	
                   

                  Account Registration
      Information:

                   

                  
                    
      

                  (Name)

                   

                  
                    
      

                  (Account
      Reference, if applicable)

                   

                  

                    
      

                  (Address,
      including Postal Code)

                   

                  
                    
      

                   

                   

                	 
      	
                   

                  Delivery Instructions as set forth
      below:

                   

                  
                    
      

                  (Name)

                   

                  
                    
      

                  (Account
      Reference, if applicable)

                   

                  
                    
      

                  (Address)

                  
                    
      

                   

                  
                    
      

                  (Contact
      Name)   (Telephone Number)

                
	 
      	 
      	 
      
	
                  The
      Company hereby accepts the subscription for Flow-Through Units as set
      forth herein (including all applicable schedules) this ___ day of July,
      2009

                   

                  AMADOR GOLD CORP.

                  Per:                        

                  Authorized Signing
      Officer

                	 
      	
                     
      1.  State whether Subscriber is an insider of the
      Corporation:

                   

                    
      Yes    o                 

             No  o

                   

                  2.  State
      whether Subscriber is a member of the Pro Group:

                   

                  Yes     o                      
      No  o

                


        



      
         



       

      By
signing this acceptance, the Issuer agrees to be bound by the Terms on
pages 3 to 4, the General Provisions on pages 10 to 20 and the other
schedules and appendixes incorporated by reference.

      



       


      
        
           


        

        
           


          
            

          

        

        
           


          
            Subscription
Agreement (with related appendixes, schedules and forms)               Page of 3 of
21


          

        

      


      TERMS

       

      
        	
                Reference
      date of this Agreement

              	
                July
      2, 2009  (the “Agreement
Date”)

              


      

       

      The
Offering

      
        	
                The
      Issuer

              	
                AMADOR
      GOLD CORP.

                 

              
	 
      	
                The
      offering consists of flow-through units (the “Units”) at a price of $0.05
      per Unit.

                 

              
	
                Purchased
      Securities

              	
                The
      “Purchased Securities” herein are Units. Each Unit consists of one
      previously unissued flow-through common share, as presently constituted (a
      “Share”) and one non flow-through share purchase warrant (a “Warrant”) of
      the Issuer. Each Warrant will entitle the holder, on exercise, to purchase
      one additional common share of the Issuer (a “Warrant Share”) for a period
      of two years from the date of issue of the warrant at a price of CAD$0.10
      per Warrant Share

                 

              
	
                Price

              	
                CAD
      $0.05 per Unit

                 

              
	
                Warrants

              	
                The
      Warrants will be issued and registered in the name of the purchasers or
      their nominees.

                 

                The
      Warrants will be non-transferable.

                 

                The
      certificates representing the Warrants will, among other things, include
      provisions for the appropriate adjustment in the class, number and price
      of the Warrant Shares issued upon exercise of the Warrants upon the
      occurrence of certain events, including any subdivision, consolidation or
      reclassification of the Issuer’s common shares, the payment of stock
      dividends and the amalgamation of the Issuer.

                 

                The
      issue of the Warrants will not restrict or prevent the Issuer from
      obtaining any other financing, or from issuing additional securities or
      rights, during the period within which the Warrants may be
      exercised.

                 

                Once
      resale restrictions on the shares having expired and upon the Company’s
      shares trading at or above a weighted average trading price of $1.00 for
      30 consecutive trading days the Company may give notice that the Warrants
      will expire 30 days from the date of providing such notice in writing to
      Warrant holders and via a news release.

                 

              
	
                Selling
      Jurisdictions

              	
                The
      Units may be sold in Canada and in certain “offshore” jurisdictions
      outside Canada and the United States (the “Selling Jurisdictions”) in
      accordance with the provisions of this Subscription
Agreement.

                 

              
	
                Exemptions

              	
                The
      Offering will be made in accordance with the “Accredited Investor”
      exemption from the prospectus requirements (section 2.3 of National
      Instrument 45-106) or the “Family, Friends and Business Associates”
      exemption from the prospectus requirements (section 2.5 of National
      Instrument 45-106).

                 

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        
          Subscription
Agreement (with related appendixes, schedules and forms)               Page of 4 of
21


        

 

      
        	
                Resale
      Restrictions and Legends   (All Purchasers)

              	
                The
      Securities will be subject to a four month hold period that starts to run
      on Closing.

                 

                The
      Purchaser acknowledges that the certificates representing the Securities
      will bear the following legends:

                 

                “UNLESS
      PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THE SECURITIES SHALL
      NOT TRADE THE SECURITIES BEFORE  [date that is four months and a
      day after the Closing.].”

                 

                “Without
      prior written approval of the TSX Venture Exchange and compliance with all
      applicable securities legislation, the securities presented by this
      certificate may not be sold, transferred, hypothecated or otherwise traded
      on or through the facilities of the TSX Venture Exchange or otherwise in
      Canada or to or for the benefit of a Canadian resident until [insert the
      date following the fourth month after the distribution].”

                 

                Purchasers
      are advised to consult with their own legal counsel or advisors to
      determine the resale restrictions that may be applicable to
      them.

                 

              
	
                Closing
      Date

              	
                The
      closing of the Offering (the “Closing”) will take place in one or more
      Closings, at the discretion of the Issuer.  The Closing will
      take place within 5 days after approval by the TSX Venture Exchange,
      unless otherwise agreed between the Issuer and the Purchaser.

                 

              
	
                Additional
      definitions

              	
                In
      the Subscription Agreement, the following words have the following
      meanings unless otherwise indicated:

                 

                (a)“Securities”
      means the Shares, the Warrants and the Warrant Shares;

                (b)“Warrants”
      includes the certificates representing the Warrants.

                 

              


      

       

      The
Issuer

      
        	
                Jurisdiction
      of organization

              	
                The
      Issuer is incorporated under the laws of the British
Columbia.

                 

              
	
                Authorized
      capital

              	
                The
      authorized capital of the Issuer consists of an unlimited number of common
      shares without par value.

                 

              
	
                Stock
      exchange listings

              	
                Shares
      of the Issuer are listed on the TSX Venture Exchange
      (the “Exchange”).

                 

              
	
                
“Securities
      Legislation Applicable to the Issuer”

              	
                The
      “Securities Legislation Applicable to the Issuer” are the Securities Act
      (British Columbia) and the Securities Act
      (Alberta) and the 
“Commissions
      with Jurisdiction over the Issuer” are the British Columbia
      Securities Commission and the Alberta Securities
    Commission.

              


      

      



       

      END
OF TERMS

       

       

      



      
        
           


        

        
           


          
            

          

        

        
           


          
            Subscription
Agreement (with related appendixes, schedules and forms)             Page of 5 of
21


          

        

      


      
Accredited
Investor Questionnaire

       

       

      (Capitalized
terms not specifically defined in this Questionnaire have the meaning ascribed
to them in the Subscription Agreement to which this Schedule is
attached.)

       

      In
connection with the execution of the Subscription Agreement to which this
Schedule is attached, the undersigned (the “Purchaser”) represents and warrants
to the Issuer that:

       

      If
I am an individual (that is, a natural person and not a corporation,
partnership, trust or other entity), then I satisfy one or more of the
categories indicated below (please place an “X” on the appropriate
lines):

       

      
        	
                ____
      Category 1

              	
                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,
      where “financial assets” means cash, securities, or a contract of
      insurance, a deposit or an evidence of a deposit that is not a security
      for the purposes of securities legislation and “related liabilities” means
      (i) liabilities incurred or assumed for the purpose of financing the
      acquisition or ownership of financial assets, or (ii) liabilities that are
      secured by financial assets

                 

              
	
                ____
      Category 2

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

                 

              
	
                ____
      Category 3

              	
                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 registered under one or both of the Securities Act
      (Ontario) or the Securities Act
      (Newfoundland and Labrador)

                 

              
	
                ____
      Category 4

              	
                an
      individual registered or formerly registered under the securities
      legislation of a jurisdiction of Canada as a representative of a person
      referred to in Category 3

                 

              
	
                ____
      Category 5

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

                 

              
	
                ____
      Category 6

              	
                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 and British
      Columbia

                 

              
	
                ____
      Category 7

              	
                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

              


      

       

      



      
        
           


        

        
           


          
            

          

        

        
           


          
            Subscription
Agreement (with related appendixes, schedules and forms)           Page of 6 of 21


            


            


          

        

      


       

      If
the Purchaser is NOT an individual (that is, the Purchaser is a corporation,
partnership, trust or other entity other than an individual), then the Purchaser
satisfies one or more of the categories indicated below (please place an “X” on
the appropriate lines):

       

      Institutional
Investors

       

      
        	
                ____
      Category 8

              	
                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

                 

              
	
                ____
      Category 9

              	
                An
      association governed by the Cooperative Credit Association
      s Act (Canada) or a central cooperative credit society for which an
      order has been made under section 473(1) of that Act, or a bank, loan
      corporation, trust company, trust corporation, insurance company, treasury
      branch, credit union, caisse populaire, financial services cooperative, or
      league that, in each case, is authorized by an enactment of Canada or a
      jurisdiction of Canada to carry on business in Canada or a jurisdiction of
      Canada, or a bank named in Schedule I, II or III of the Bank Act
      (Canada)

                 

              
	
                ____
      Category 10

              	
                the
      Business Development Bank of Canada incorporated under the Business Development Bank of
      Canada Act (Canada)

                 

              
	
                ____
      Category 11

              	
                a
      subsidiary of any person referred to in Categories 9 or 10, 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

                 

              
	
                ____
      Category 12

              	
                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

                 

              
	
                ____
      Category 13

              	
                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

              


      

       

      Government
Organizations

       

      
        	
                ____
      Category 14

              	
                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

                 

              
	
                ____
      Category 15

              	
                a
      municipality, public board or commission in Canada and a metropolitan
      community, school board, the Comite de gestion de la taxe scolaire de
      l’ile de Montreal or an intermunicipal management board in
      Quebec

                 

              
	
                ____
      Category 16

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

              


      

       

      Other
Corporations, Partnerships, Trusts & Charities

       

      
        	
                ____
      Category 17

              	
                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

                 

              


         

         

        
          
            
               


            

            
               


              
                

              

            

            
               


              
                Subscription
Agreement (with related appendixes, schedules and forms)           Page of 7 of 21


                


                


              

            

          

        

         

        	
                ____
      Category 18

              	
                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

                 

              
	
                ____
      Category 19

              	
                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] and 2.19 [Additional investment in
      investment funds]of National Instrument 45-106, or (iii) a person
      described in paragraph (i) or (ii) that acquires or acquired securities
      under section 2.8 [Investment fund
      reinvestment] of National Instrument 45-106

                 

              
	
                ____
      Category 20

              	
                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, as issued a
      receipt

                 

              
	
                ____
      Category 21

              	
                an
      investment fund that is  advised by a person registered as an
      advisor or a person that is exempt from registration as an
      advisor

                 

              
	
                ____
      Category 22

              	
                any
      entity organized in a foreign jurisdiction that is analogous to any of the
      entities referred to in Category 3 and Categories 9 through 12 in form and
      function

              


      

       

      The
statements made in this Questionnaire are true and accurate to the best of my
information and belief and I will promptly notify the Issuer of any changes in
the answers.

       

      Dated
_______________ 2009.

      
        	 
      	
                X _______________________________________                                                                   

                Signature
      of individual (if Purchaser is an
      individual)

                X _______________________________________                                                                   

                Authorized
      signatory (if Purchaser is not an
      individual)

                _________________________________________

                Name
      of Purchaser (please
      print)

                _________________________________________

                Name
      of authorized signatory (please
      print)

                _________________________________________

                Official
      capacity of authorized signatory (please
      print)

              


      


      
        
           


        

        
           


          
            

          

        

        
           


          
            Subscription
Agreement (with related appendixes, schedules and forms)              Page of 8 of
21


          

        

      


      


       

      Form
4C

       

      
CORPORATE PLACEE REGISTRATION
FORM

       

      Where
subscribers to a Private Placement are not individuals, the following
information about the placee must be provided.  This Form will remain
on file with the Exchange.  The corporation, trust, portfolio manager
or other entity (the “Placee”) need only file it on one time basis, and it will
be referenced for all subsequent Private Placements in which it
participates.  If any of the information provided in this Form
changes, the Placee must notify the Exchange prior to participating in further
placements with Exchange listed companies.  If as a result of the
Private Placement, the Placee becomes an Insider of the Issuer, Insiders of the
Placee are reminded that they must file a Personal Information Form (2A) or, if
applicable, Declarations, with the Exchange.

       

      
        	
                1.

              	
                Placee
      Information:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Name:  ___________________________________________________________________

              	 


      

       

      
        	
                 
      

              	
                (b)

              	
                Complete
      Address:  
      _________________________________________________________

              	 


      

       

      _________________________________________________________________________                                                                                                                


       

      
        	
                 
      

              	
                (c)

              	
                Jurisdiction
      of Incorporation or Creation: 
      ________________________________________

              	 


      

       

      
        	
                2.

              	
                (a)

              	
                Is
      the Placee purchasing securities as a portfolio manager (Yes/No)? 
      ____________________

              	 


      

       

      
        	
                 
      

              	
                (b)

              	
                Is
      the Placee carrying on business as a portfolio manager outside of Canada
      (Yes/No)?  _______

              


      

       

                                                                                                                           


       

      
        	
                3.

              	
                If
      the answer to 2(b) above was “Yes”, the undersigned certifies
      that:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                It
      is purchasing securities of an Issuer on behalf of managed accounts for
      which it is making the investment decision to purchase the securities and
      has full discretion to purchase or sell securities for such accounts
      without requiring the client’s express consent to a
      transaction;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                It
      carries on the business of managing the investment portfolios of clients
      through discretionary authority granted by those clients (a “portfolio
      manager” business) in ____________________ [jurisdiction], and it is
      permitted by law to carry on a portfolio manager business in that
      jurisdiction;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                It
      was not created solely or primarily for the purpose of purchasing
      securities of the Issuer;

              


      

       

      
        	
                 
      

              	
                (d)

              	
                The
      total asset value of the investment portfolios it manages on behalf of
      clients is not less than $20,000,000;
and

              


      

       

      
        	
                 
      

              	
                (e)

              	
                It
      has no reasonable grounds to believe, that any of the directors, senior
      officers and other insiders of the Issuer, and the persons that carry on
      investor relations activities for the Issuer has a beneficial interest in
      any of the managed accounts for which it is
  purchasing.

              


      

       


      
        
           


        

        
           


          
            

          

        

        
           


          
            Subscription
Agreement (with related appendixes, schedules and forms)               Page of 9 of 21


            


            


          

        

      


      
        	
                4.

              	
                If
      the answer to 2(a). above was “No”, please provide the names and addresses
      of control persons of the Placee:

              


      

       

      
        	
                Name

              	
                City

              	
                Province
      or State

              	
                Country

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      


      

       

      The
undersigned acknowledges that it is bound by the provisions of applicable
Securities Law, including provisions concerning the filing of insider reports
and reports of acquisitions (See for example, sections 87 and 111 of the Securities Act (British
Columbia) and sections 176 and 182 of the Securities Act
(Alberta).

       

      Acknowledgement
- Personal Information

       

      “Personal
Information” means any information about an identifiable individual, and
includes information contained in sections 1, 2 and 4, as applicable, of this
Form.

       

      The
undersigned hereby acknowledges and agrees that it has obtained the express
written consent of each individual to:

       

      
        	
                 
      

              	
                (a)

              	
                the
      disclosure of Personal Information by the undersigned to the Exchange (as
      defined in Appendix 6B) pursuant to this Form;
  and

              


      

       

      
        	
                 
      

              	
                (b)

              	
                the
      collection, use and disclosure of Personal Information by the Exchange for
      the purposes described in Appendix 6B or as otherwise identified by the
      Exchange, from time to time.

              


      

       

       

      Dated
at ____________ 
on ____________________________________________                                               .

       

       

      
        	 
	
                (Name
      of Purchaser - please print)

              
	
                 

                 

              
	
                (Authorized
      Signature)

              
	
                 

                 

              
	
                (Official
      Capacity - please print)

              
	
                 

                 

              
	
                (please
      print name of individual whose signature appears
  above)

              


      

       

      THIS
IS NOT A PUBLIC DOCUMENT

       


      
        
           


        

        
           


          
            

          

        

        
           


          
            Subscription
Agreement (with related appendixes, schedules and forms)            Page of 10 of
21


            


            


          

        

      


      GENERAL
PROVISIONS

       

      1.                      DEFINITIONS

       

      1.1                   
     In the Subscription Agreement (including the first
(cover) page, the Terms on pages 3 to 4, the General Provisions on pages 10
to 20 and the other schedules and appendixes incorporated by reference),
the following words have the following meanings unless otherwise
indicated:

       

      
        	
                 
      

              	
                (a)

              	
                “1933
      Act” means the United States Securities Act of 1933, as
      amended;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                “Applicable
      Legislation” means the Securities Legislation Applicable to the Issuer (as
      defined on page 4) and all legislation incorporated in the definition
      of this term in other parts of the Subscription Agreement, together with
      the regulations and rules made and promulgated under that legislation and
      all administrative policy statements, blanket orders and rulings, notices
      and other administrative directions issued by the
    Commissions;

              


      

       

      
        	
                 
      

              	
                (d)

              	
                “Canadian
      Exploration Expense” means Canadian exploration expense as defined in
      section 66.1(6) of the Income Tax Act other
      than expenses that are prescribed Canadian exploration and development
      overhead expense for the purpose of subsection 66(12.6) of the Income Tax
      Act;

              


      

       

      
        	
                 
      

              	
                (e)

              	
                “Closing”
      means the completion of the sale and purchase of the Purchased
      Securities;

              


      

       

      
        	
                 
      

              	
                (f)

              	
                “Closing
      Date” has the meaning assigned in the
Terms;

              


      

       

      
        	
                 
      

              	
                (g)

              	
                “Commissions”
      means the Commissions with Jurisdiction over the Issuer (as defined on
      page 4) and the securities commissions incorporated in the definition of
      this term in other parts of the Subscription
  Agreement;

              


      

       

      
        	
                 
      

              	
                (h)

              	
                “Exchange”
      has the meaning assigned in the
Terms;

              


      

       

      
        	
                 
      

              	
                (i)

              	
                “Final
      Closing” means the last closing under the Private
    Placement;

              


      

       

      
        	
                 
      

              	
                (j)

              	
                “General
      Provisions” means those portions of the Subscription Agreement headed
      “General Provisions” and contained on pages 10 to
  20;

              


      

       

      
        	
                 
      

              	
                (k)

              	
                “Income Tax Act” means
      the Income Tax
      Act (Canada), as amended;

              


      

       

      
        	
                 
      

              	
                (l)

              	
                “Offering
      Memorandum” means any offering memorandum prepared by the Issuer in
      connection with the Private Placement, as it may be amended from time to
      time;

              


      

       

      
        	
                 
      

              	
                (m)

              	
                “Prescribed
      Form” means a form prescribed under the Income Tax Act for a
      particular purpose;

              


      

       

      
        	
                 
      

              	
                (n)

              	
                “Private
      Placement” means the offering of the Purchased Securities on the terms and
      conditions of this Subscription
Agreement;

              


      

       

      
        	
                 
      

              	
                (o)

              	
                “Purchased
      Securities” has the meaning assigned in the
  Terms;

              


      

       

      
        	
                 
      

              	
                (p)

              	
                “Qualified
      Expenditures” means Canadian Exploration Expense required to be incurred
      and renounced pursuant to this
Agreement;

              


      

       

      
        	
                 
      

              	
                (q)

              	
                “Qualified
      Shares” means shares that are not prescribed shares for the purposes of
      the definition of “flow-through share” in section 66(15) of the Income Tax
      Act;

              


      

       

      
        	
                 
      

              	
                (r)

              	
                “Regulation S”
      means Regulation S promulgated under the 1933
  Act;

              


      


      
        
           


        

        
           


          
            

          

        

        
           


          
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                (s)

              	
                “Regulatory
      Authorities” means the Commissions and the
  Exchange;

              


      

       

      
        	
                 
      

              	
                (t)

              	
                “Related
      Corporation” means a corporation that is related to the Issuer within the
      meaning of subsection 251(2), 251(3) or 251(3.1) of the Income Tax
      Act;

              


      

       

      
        	
                 
      

              	
                (u)

              	
                “Securities”
      has the meaning assigned in the
Terms;

              


      

       

      
        	
                 
      

              	
                (v)

              	
                “Securities”
      has the meaning assigned in the
Terms;

              


      

       

      
        	
                 
      

              	
                (w)

              	
                “Subscription
      Agreement” means the first (cover) page, the Terms on pages 3 to 4, the
      General Provisions on pages 10 to 20 and the other schedules and
      appendixes incorporated by reference;
and

              


      

       

      
        	
                 
      

              	
                (x)

              	
                “Terms”
      means those portions of the Subscription Agreement headed “Terms” and
      contained on pages 3 to 4.

              


      

       

      1.2                
       In the Subscription Agreement, the
following terms have the meanings defined in Rule 902 of Regulation S:
“Directed Selling Efforts”, “Foreign Issuer”, “Substantial U.S. Market
Interest”, “U.S. Person” and “United States”.

       

      1.3                    
   In the Subscription Agreement, unless otherwise specified,
currencies are indicated with the ISO 4217 currency code so that, as examples,
Canadian dollars are indicated with the prefix “CAD”, United States dollars are
indicated with the prefix “USD”, British pounds sterling are indicated with the
prefix “GBP” and the euro is indicated with the prefix “EUR”.

       

      1.4                       
 In the Subscription Agreement, other words and phrases that are
capitalized have the meaning assigned in the Subscription
Agreement.

       

      2.                      REPRESENTATIONS
AND WARRANTIES OF PURCHASER

       

      2.1                    Acknowledgements
concerning offering

       

      The
Purchaser acknowledges that:

       

      
        	
                 
      

              	
                (a)

              	
                no
      securities commission or similar regulatory authority has reviewed or
      passed on the merits of the
Securities;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                there
      is no government or other insurance covering the
    Securities;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                there
      are risks associated with the purchase of the
  Securities;

              


      

       

      
        	
                 
      

              	
                (d)

              	
                there
      are restrictions on the Purchaser’s ability to resell the Securities and
      it is the responsibility of the Purchaser to find out what those
      restrictions are and to comply with them before selling the
      Securities;

              


      

       

      
        	
                 
      

              	
                (e)

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

              


      


      
        
           


        

        
           


          
            

          

        

        
           


          
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                (f)

              	
                no
      prospectus has been filed by the Issuer with the Commissions in connection
      with the issuance of the Purchased Securities, the issuance is exempted
      from the prospectus and registration requirements of the Applicable
      Legislation and:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                the
      Purchaser is restricted from using most of the civil remedies available
      under the Applicable Legislation;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                the
      Purchaser may not receive information that would otherwise be required to
      be provided to the Purchaser under the Applicable Legislation;
      and

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                the
      Issuer is relieved from certain obligations that would otherwise apply
      under the Applicable Legislation;

              


      

       

      
        	
                 
      

              	
                (g)

              	
                the
      Purchaser acknowledges that the Securities have not been registered under
      the 1933 Act and may not be offered or sold in the United States
      unless registered under the 1933 Act and the securities laws of all
      applicable states of the United States or an exemption from such
      registration requirements is available, and that the Issuer has no
      obligation or present intention of filing a registration statement under
      the 1933 Act in respect of the Purchased Securities or any of the
      Securities;

              


      

       

      
        	
                 
      

              	
                (h)

              	
                the
      Purchaser acknowledges that the Warrants have not been registered under
      the 1933 Act and may not be exercised by or on behalf of a person in the
      United States unless the Warrant and the underlying Warrant Shares have
      been registered under the 1933 Act and the securities laws of all
      applicable states of the United States or an exemption from such
      registration requirements is
available;

              


      

       

      
        	
                 
      

              	
                (i)

              	
                the
      Purchaser acknowledges that certificates representing the Warrants, as
      well as all certificates issued in exchange for or in substitution of the
      foregoing, until such time as is no longer required under the applicable
      requirements of the 1933 Act or applicable state securities laws, will
      bear, on the face of such certificate, the following
    legend:

              


      

       

      “THIS
WARRANT AND THE SECURITIES DELIVERABLE UPON EXERCISE HEREOF HAVE NOT BEEN
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S.
SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES.  THIS WARRANT MAY NOT BE EXERCISED BY OR ON BEHALF OF A PERSON
IN THE UNITED STATES UNLESS THE WARRANT AND THE UNDERLYING SECURITIES HAVE BEEN
REGISTERED UNDER THE U.S. SECURITIES ACT AND THE APPLICABLE SECURITIES
LEGISLATION OF ANY SUCH STATE OR AN EXEMPTION FROM SUCH REGISTRATION
REQUIREMENTS IS AVAILABLE.  "UNITED STATES" AND "U.S. PERSON" ARE AS
DEFINED BY REGULATION S UNDER THE U.S. SECURITIES ACT.”

       

      
        	
                 
      

              	
                (j)

              	
                the
      Purchaser acknowledges that the Warrants are
    non-transferable.

              


      

       

      2.2                   Representations
by all purchasers

       

      The
Purchaser represents and warrants to the Issuer that, as at the Agreement Date
and at the Closing:

       

      
        	
                 
      

              	
                (a)

              	
                the
      Purchaser has received a copy of the Offering Memorandum, if
      any;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                to
      the best of the Purchaser’s knowledge, the Securities were not
      advertised;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                no
      person has made to the Purchaser any written or oral
      representations:

              


      


      
        
           


        

        
           


          
            

          

        

        
           


          
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Agreement (with related appendixes, schedules and forms)           Page of 13 of 21


            


            


          

        

      


       

      
        	
                 
      

              	
                (i)

              	
                that
      any person will resell or repurchase the
  Securities;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                that
      any person will refund the purchase price of the Purchased
      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 a stock
      exchange or that application has been made to list and post any of the
      Securities for trading on any stock exchange, other than the
      Exchange;

              


      

       

      
        	
                 
      

              	
                (d)

              	
                the
      Purchaser is either:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                an
      accredited investor and has properly completed and delivered an Accredited
      Investor Questionnaire; or

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                a
      person or company who is purchasing the Securities as principal and
      is:

              


      

       

      
        	
                 
      

              	
                (A)

              	
                a
      director, executive officer or control person of the Issuer, or an
      affiliate of the Issuer;

              


      

       

      
        	
                 
      

              	
                (B)

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

              


      

       

      
        	
                 
      

              	
                (C)

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

              


      

       

      
        	
                 
      

              	
                (D)

              	
                a
      direct close personal friend of a director, executive officer or control
      person of the Issuer, or of an affiliate of the Issuer and has known such
      person well enough and for a sufficient period of time to be in a position
      to assess the capabilities and trustworthiness of that person and is not a
      close personal friend solely because the individual is a relative, a
      member of the same organization, association or religious group nor
      because the individual is a client, customer, former client or former
      customer;

              


      

       

      
        	
                 
      

              	
                (E)

              	
                a
      direct close business associate of a director, executive officer or
      control person of the Issuer, or of an affiliate of the Issuer and has had
      sufficient prior business dealings with such person to be in a position to
      assess the capabilities and trustworthiness of that person and is not a
      close business associate solely because the individual is a client,
      customer, former client or former
customer;

              


      

       

      
        	
                 
      

              	
                (F)

              	
                a
      founder of the Issuer or a spouse, parent, grandparent, brother, sister,
      child, close personal friend or close business associate of a founder of
      the Issuer provided the friend or business associate has had sufficient
      prior dealings or has knows such person well enough for a sufficient
      period of time to be in a position to assess the capabilities and
      trustworthiness of the founder and is not a close personal friend or
      business associate solely because the individual is a relative, a member
      of the same organization, association or religious group nor because the
      individual is a client, customer, former client or former
      customer;

              


      

       

      
        	
                 
      

              	
                (G)

              	
                a
      parent grandparent, brother, sister or child of a spouse of a founder of
      the Issuer;

              


      

       

      
        	
                 
      

              	
                (H)

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

              


      


      
        
           


        

        
           


          
            

          

        

        
           


          
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                (I)

              	
                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
      (g);

              


      

       

      
        	
                 
      

              	
                (e)

              	
                this
      subscription has not been solicited in any other manner contrary to the
      Applicable Legislation or the
1933 Act;

              


      

       

      
        	
                 
      

              	
                (f)

              	
                the
      Purchaser is at arm’s length (as that term is customarily defined) with
      the Issuer;

              


      

       

      
        	
                 
      

              	
                (g)

              	
                the
      Purchaser (or others for whom it is contracting hereunder) has been
      advised to consult its own legal and tax advisors with respect to
      applicable resale restrictions and tax considerations, and it (or others
      for whom it is contracting hereunder) is solely responsible for compliance
      with applicable resale restrictions and applicable tax
      legislation;

              


      

       

      
        	
                 
      

              	
                (h)

              	
                the
      Purchaser has no knowledge of a “material fact” or “material change” (as
      those terms are defined in the Applicable Legislation) in the affairs of
      the Issuer that has not been generally disclosed to the public, except
      knowledge of this particular
transaction;

              


      

       

      
        	
                 
      

              	
                (i)

              	
                the
      offer made by this subscription is irrevocable (subject to the Purchaser’s
      right to withdraw the subscription and to terminate the obligations as set
      out in this Agreement) and requires acceptance by the Issuer and approval
      of the Exchange;

              


      

       

      
        	
                 
      

              	
                (j)

              	
                the
      Purchaser has the legal capacity and competence to enter into and execute
      this Agreement and to take all actions required pursuant to the
      Subscription Agreement and, if the Purchaser 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 given to authorize execution of this Agreement on
      behalf of the Purchaser;

              


      

       

      
        	
                 
      

              	
                (k)

              	
                the
      entering into of this Agreement and the transactions contemplated hereby
      will not result in the violation of any of the terms and provisions of any
      law applicable to, or the constating documents of, the Purchaser or of any
      agreement, written or oral, to which the Purchaser may be a party or by
      which the Purchaser is or may be
bound;

              


      

       

      
        	
                 
      

              	
                (l)

              	
                this
      Agreement has been duly executed and delivered by the Purchaser and
      constitutes a legal, valid and binding agreement of the Purchaser
      enforceable against the Purchaser;

              


      

       

      
        	
                 
      

              	
                (m)

              	
                the
      Purchaser has been independently advised as to the applicable hold period
      imposed in respect of the Securities by securities legislation in the
      jurisdiction in which the Purchaser resides and confirms that no
      representation has been made respecting the applicable hold periods for
      the Securities and is aware of the risks and other characteristics of the
      Securities and of the fact that the Purchaser may not be able to resell
      the Securities except in accordance with the applicable securities
      legislation and regulatory
policies;

              


      

       

      
        	
                 
      

              	
                (n)

              	
                the
      Purchaser is capable of assessing the proposed investment as a result of
      the Purchaser’s financial and business experience or as a result of advice
      received from a registered person other than the Issuer or any affiliates
      of the Issuer; and

              


      

       

      
        	
                 
      

              	
                (o)

              	
                if
      required by applicable securities legislation, policy or order or by any
      securities commission, stock exchange or other regulatory authority, the
      Purchaser will execute, deliver, file and otherwise assist the Issuer in
      filing, such reports, undertakings and other documents with respect to the
      issue of the Securities as may be
required.

              


      


      
        
           


        

        
           


          
            

          

        

        
           


          
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Agreement (with related appendixes, schedules and forms)           Page of 15 of 21


            


            


          

        

      


       

      
        	
                2.3

              	
                 Reliance,
      indemnity and notification of
changes

              


      

       

      The
representations and warranties in the Subscription Agreement (including the
first (cover) page, the Terms on pages 3 to 4, the General Provisions on pages
10 to 20 and the other schedules and appendixes incorporated by reference)
are made by the Purchaser with the intent that they be relied upon by the Issuer
in determining its suitability as a purchaser of Purchased Securities, and the
Purchaser hereby agrees to indemnify the Issuer against all losses, claims,
costs, expenses and damages or liabilities which any of them may suffer or incur
as a result of reliance thereon. The Purchaser undertakes to notify the Issuer
immediately of any change in any representation, warranty or other information
relating to the Purchaser set forth in the Subscription Agreement (including the
first (cover) page, the Terms on pages 3 to 4, the General Provisions on
pages 10 to 20 and the other schedules and appendixes incorporated by
reference) which takes place prior to the Closing.

       

      2.4                    Survival
of representations and warranties

       

      The
representations and warranties contained in this Section will survive the
Closing.

       

      3.                      REPRESENTATIONS
AND WARRANTIES OF THE ISSUER

       

      3.1                    Representations
and Warranties of the Issuer

       

      
        	
                 
      

              	
                (a)

              	
                the
      Issuer is a corporation duly incorporated and validly subsisting under the
      laws of British Columbia and has the corporate power and authority to
      enter into this Agreement and complete the transactions contemplated
      hereby and to own and lease its properties and assets and to conduct its
      business as currently conducted;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                the
      Issuer shall do all acts and things necessary to reserve or set aside
      sufficient shares in the treasury of the Issuer to enable it to issue to
      the Purchaser the Shares and the Warrant
Shares;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                the
      common shares of the Company are duly listed and posted for trading on the
      Exchange;

              


      

       

      
        	
                 
      

              	
                (d)

              	
                no
      order ceasing or suspending trading in securities of the Issuer nor
      prohibiting the sale of such securities has been issued to the Issuer or
      its directors, officers or promoters or against any other companies that
      have common directors, officers or promoters and no investigations or
      proceedings for such purposes are pending or threatened of which the
      Issuer is or ought to be aware;

              


      

       

      
        	
                 
      

              	
                (e)

              	
                the
      Issuer is a reporting issuer and an exchange issuer under the Securities Act (B.C.)
      and is not in material default of any of the requirements of the
      Securities Act
      (B.C.) or the Rules thereunder, or of any rule or requirement of
      the Exchange;

              


      

       

      
        	
                 
      

              	
                (f)

              	
                the
      execution, delivery and performance by the Issuer of this Agreement and
      the transactions herein
contemplated:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                have
      or will have been prior to the Closing duly authorized by all necessary
      corporate action of the Issuer and by all necessary action of the
      shareholders thereof;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                do
      not contravene, conflict with or cause the Issuer to be in breach or
      default of its memorandum or articles, or articles or by-laws, as the case
      may be, or of any resolution of its respective directors or shareholders,
      any trust deeds, debenture, loan agreements or any of its other agreements
      or undertakings or any judgement, decree or order to or by which it is a
      party to or is bound;

              


      

       

      
        	
                 
      

              	
                (g)

              	
                at
      the Closing, upon payment of the purchase price, the Shares shall be duly
      issued and outstanding as fully paid and non-assessable, the Warrants
      shall be duly granted and
enforceable

              


      


      
        
           


        

        
           


          
            

          

        

        
           


          
            Subscription
Agreement (with related appendixes, schedules and forms)           Page of 16 of 21 

            


            


            


          

        

      


       

      against
the Company, upon exercise of the Warrants and payment of the exercise price
therefore, the Warrant Shares shall be duly issued and outstanding as fully paid
and non-assessable; and

       

      
        	
                 
      

              	
                (h)

              	
                except
      as qualified by the disclosure in all prospectuses, filing statements and
      press releases filed with the Commissions or the Exchange or the Offering
      Memorandum, if any, (the “Disclosure Record”), the Company is the
      beneficial owner of the properties, business and assets or the interests
      in the properties, business or assets referred to in the Disclosure
      Record, and the properties are in good standing under the applicable laws
      of the jurisdictions in which they are
situated;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                all
      expenditures renounced by the Issuer to the Purchaser pursuant to this
      Agreement will  be Canadian Exploration
  Expense;

              


      

       

      
        	
                 
      

              	
                (d)

              	
                the
      Shares will, at the time of issue, be Qualified Shares and flow-through
      shares, as defined in section 66.(15) of the Income Tax
      Act;

              


      

       

      
        	
                 
      

              	
                (e)

              	
                on
      the date provided as the effective date in each renunciation of Canadian
      Exploration Expense pursuant to this Agreement, the Issuer will have
      cumulative Canadian Exploration Expense, within the meaning of section
      66.1(6) of the Income
      Tax Act, in an amount sufficient to make the renunciation to the
      Purchaser valid;

              


      

       

      
        	
                 
      

              	
                (f)

              	
                in
      respect of each renunciation made by the Issuer pursuant to this
      Agreement, the Issuer will file all Prescribed Forms and other documents
      necessary to ensure valid and effective renunciation with the Minister of
      Finance on or before the last day of the month after the month in which
      the renunciation is made or, where the renunciation is made pursuant to
      subsection 66(12.66) of the Income Tax Act to be
      effective as at December 31 of a particular year, on or before
      March 31 of a subsequent year, and concurrently deliver to the
      Purchaser a copy of form T101 and copies 2 and 3 of form T101
      Supplementary and any other documents so
filed;

              


      

       

      
        	
                 
      

              	
                (g)

              	
                the
      Issuer will comply with the provisions of the Income Tax Act relating
      to the filing of this Agreement and any Offering Memorandum delivered to
      the Purchaser in connection
therewith;

              


      

       

      
        	
                 
      

              	
                (h)

              	
                the
      Issuer, and any Related Corporation which incurs Qualified Expenditures,
      is and will at all material times remain a “principal-business
      corporation” as that expression is defined in section 66(15) of the Income Tax
      Act;

              


      

       

      
        	
                 
      

              	
                (i)

              	
                if
      any Qualified Expenditures are to be incurred by a Related
      Corporation:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                the
      consideration to be given to the Issuer by such Related Corporation will
      be shares of the Related Corporation that are flow-through shares and the
      renunciation of Canadian Exploration Expense to the Issuer in respect of
      such Qualified Expenditures; and

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                the
      Related Corporation will, on or before the date upon which any
      renunciation of Canadian Exploration Expense is made by the Issuer
      pursuant to this Agreement in respect of the Qualified Expenditures so
      incurred by the Related Corporation, renounce to the Issuer pursuant to
      subsection 66(12.6) of the Income Tax Act in
      Prescribed Form, with effective date on or before the effective date of
      the renunciation so made by the Issuer, Canadian Exploration Expense in an
      amount not less than the amount so renounced by the Issuer not subject to
      any reduction under subsection 66(12.73) of the Income Tax Act;
      and

              


      

       

      
        	
                 
      

              	
                (j)

              	
                the
      Issuer will not, other than as required by this Agreement, renounce any
      Canadian Exploration Expense or otherwise do anything that will reduce its
      cumulative Canadian Exploration
Expense

              


      


      
        
           


        

        
           


          
            

          

        

        
           


          
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      until it
has renounced to the Purchaser the full amount of Qualified Expenditures
required to be so renounced pursuant to this Agreement.

       

      3.2                    Survival
of representations and warranties

       

      The
representations and warranties contained in this Section will survive the
Closing.

       

      4.                      WITHDRAWAL
OF SUBSCRIPTION AND CONTRACTUAL RIGHTS

       

      The
Purchaser reserves the right to withdraw this subscription and to terminate its
obligations hereunder at any time before Closing.

       

      5.                      CLOSING

       

      5.1                      
 The Purchaser acknowledges that, although Purchased Securities may be
issued to other purchasers under the Private Placement concurrently with the
Closing, there may be other sales of Purchased Securities under the Private
Placement, some or all of which may close before or after the Closing. The
Purchaser further acknowledges that there is a risk that insufficient funds may
be raised on the Closing to fund the Issuer’s objectives described in the
Offering Memorandum, if any, and that further closings may not take place after
the Closing.

       

      5.2                      
 On or before the end of the fifth business day before the Closing Date,
the Purchaser will deliver to the Issuer the Subscription Agreement and all
applicable schedules and required forms, duly executed, and payment in full for
the total price of the Purchased Securities to be purchased by the
Purchaser.

       

      5.3                      
  After Closing, the Issuer will deliver to the Purchaser the
certificates representing the Purchased Securities purchased by the Purchaser
registered in the name of the Purchaser or its nominee.

       

      6.                      TAX
MATTERS

       

      6.1                       
 The Issuer will after the Closing, have the right to draw on the
Exploration Account and will apply 100% of the principal of the Exploration
Account to:

       

      
        	
                 
      

              	
                (a)

              	
                carry
      out and complete a program (the “Program”) of exploration on a resource
      property or properties in Canada beneficially owned by the Issuer or in
      which the Issuer has an interest or the right to acquire an interest;
      or

              


      

       

      
        	
                 
      

              	
                (b)

              	
                where
      permitted by this Agreement, cause a Related Corporation to carry out and
      complete the Program on a resource property or properties in Canada
      beneficially owned by the Related Corporation or in which the Related
      Corporation has an interest or the right to acquire an interest;
      or

              


      

       

      
        	
                 
      

              	
                (c)

              	
                where
      permitted by this Agreement, carry out and complete the Program in
      conjunction with a Related Corporation on a resource property or
      properties in Canada beneficially owned by the Issuer or the Related
      Corporation, or by the Issuer and the Related Corporation or on any
      resource property in Canada in which the Issuer or the Related Corporation
      has, or in which the Issuer and the Related Corporation each have, an
      interest or the right to acquire an
interest.

              


      

       

      6.2                  
      In carrying out or causing a Related
Corporation to carry out a Program the Issuer will use its best efforts to
incur, or cause a Related Corporation to incur, after the Closing but on or
before:


      
        
           


        

        
           


          
            

          

        

        
           


          
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                (a)

              	
                the
      expiry of the 60th day after the end of the year in which this Agreement
      was made, if the Issuer and the Purchaser are dealing at “arm’s length”,
      as that term is defined in the Income Tax Act;
      or

              


      

       

      
        	
                 
      

              	
                (b)

              	
                the
      end of the year in which this Agreement was made if the Issuer and the
      Purchaser are not dealing at “arm’s length”, as that term is defined in
      the Income Tax
      Act;

              


      

       

      Canadian
Exploration Expense totalling, in the aggregate, the principal of the
Exploration Account, not subject to any reduction under subsection 66(12.73) of
the Income Tax Act, and
if any balance of such principal remains in the Exploration Account at that
date, such balance will be spent by the Issuer to fund Canadian Exploration
Expense as soon as is practical in the circumstances and, in any event, prior to
the last day of the 24th month following the date of this
Agreement.

       

      6.3                      
 The Issuer will use its best efforts to renounce to the Purchaser pursuant
to subsection 66(12.6) and, where applicable, subsection 66(12.66) of the Income Tax Act in Prescribed
Form, not later than:

       

      
        	
                 
      

              	
                (a)

              	
                March
      31 in the year following the year of this Agreement if the Issuer and the
      Purchaser are dealing at “arm’s length”, as that term is defined in the
      Income Tax Act;
      and

              


      

       

      
        	
                 
      

              	
                (b)

              	
                January
      30 in the year following the year of this Agreement if the Issuer and the
      Purchaser are not dealing at “arm’s length”, as that term is defined in
      the Income Tax
      Act;

              


      

       

      and, in
any event, will renounce with an effective date or effective dates after the
Closing and not later than December 31 in the second year following year of
this Agreement, Canadian Exploration Expense in the aggregate amount equal to
the principal of the Exploration Account not subject to any reduction under
subsection 66(12.73) of the Income Tax
Act.  Any unrenounced balance remaining in the Exploration
Account shall be renounced effective on or before the last day of the 24th month
following the date of this Agreement.  In the case of any such
renunciations, the Issuer shall concurrently file, in Prescribed Form and within
the time limits provided for such purpose, with the Minister of Finance, all
forms and other documents required to give full effect to such renunciation for
the purposes of the Income Tax
Act, and deliver copies of all such forms and all other documents as so
filed to the Purchaser.  For the purposes of determining the extent to
which the portion of the proceeds allocated to the flow-through Shares has been
the subject of renunciation under the Income Tax Act, the total
amount spent from the Exploration Account on Canadian Exploration Expense shall
be allocated among the Purchaser and those other persons who have contributed to
the Exploration Account on a basis pro rata to the relative amounts of their
respective contributions to the Exploration Account.

       

      6.4                    
    If, before the Issuer renounces the full amount of
Qualified Expenditures to the Purchaser in accordance with section 6.3 of this
Agreement, the Issuer proposes to effect an amalgamation, merger or
reorganization which will or may impair the ability of the Issuer to renounce
Qualified Expenditures incurred after such amalgamation, merger or
reorganization to the Purchaser, the Issuer:

       

      
        	
                 
      

              	
                (a)

              	
                will
      immediately before the amalgamation, merger or reorganization, renounce to
      the Purchaser, in accordance with subsection 66(12.6) and, where
      applicable, 66(12.66) of the Income Tax Act, all
      Qualified Expenditures incurred by the Issuer to that time that have not
      been previously so renounced; and

              


      

       

      
        	
                 
      

              	
                (b)

              	
                will,
      or will cause and procure that any successor to the Issuer will,
      immediately after the amalgamation, merger or reorganization, execute and
      deliver a novation of this Agreement in substantially the same form as
      this Agreement and use its best efforts to ensure that an amount equal to
      the portion of the proceeds allocated to the flow-through Shares, less the
      aggregate of all amounts previously renounced to the Purchaser in
      accordance with section 6.3 of this Agreement, will be validly and
      effectively renounced to the Purchaser effective on or before December 31
      in the second year following the date of this
  agreement.

              


      


      
        
           


        

        
           


          
            

          

        

        
           


          
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                7.

              	
                USE
      OF PERSONAL INFORMATION

              


      

      


      7.1                   
    The Purchaser (on its own behalf and, if applicable, on
behalf of any person for whose benefit the Purchaser is subscribing)
acknowledges and consents to the fact the Issuer is collecting the Purchaser’s
(and any beneficial purchaser’s) personal information for the purpose of
completing the Purchaser’s subscription.  The Purchaser (on its own
behalf and, if applicable, on behalf of any person for whose benefit the
Purchaser is subscribing) acknowledges and consents to the Issuer retaining the
personal information for as long as permitted or required by applicable law or
business practices.  The Purchaser (on its own behalf and, if
applicable, on behalf of any person for whose benefit the Purchaser is
subscribing) further acknowledges and consents to the fact the Issuer may be
required by applicable securities laws, stock exchange rules, and Investment
Dealers Association rules to provide regulatory authorities any personal
information provided by the Purchaser respecting itself (and any beneficial
purchaser).  The Purchaser represents and warrants that it has the
authority to provide the consents and acknowledgements set out in this paragraph
on behalf of all beneficial purchasers.

       

      7.2                 
      The Purchaser hereby acknowledges and
consents to:  (i) the disclosure by the Purchaser and the Issuer of
Personal Information (defined in section 9.5) concerning the Purchaser to the
Commissions or other regulatory authority, or to the Exchange and its
affiliates, authorized agent, subsidiaries and divisions; and (ii) the
collection, use and disclosure of Personal Information by the Exchange for the
following purposes (or as otherwise identified by the Exchange, from time to
time):

       

      
        	
                 
      

              	
                (a)

              	
                to
      conduct background checks;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                to
      verify the Personal Information that has been provided about the
      Purchaser;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                to
      consider the suitability of the Purchaser as a holder of securities of the
      Issuer;

              


      

       

      
        	
                 
      

              	
                (d)

              	
                to
      consider the eligibility of the Issuer to continue to list on the
      Exchange;

              


      

       

      
        	
                 
      

              	
                (e)

              	
                to
      provide disclosure to market participants as the security holdings of the
      Issuer’s shareholders, and their involvement with any other reporting
      issuers, issuers subject to a cease trade order or bankruptcy, and
      information respecting penalties, sanctions or personal bankruptcies, and
      possible conflicts of interest with the
Issuer;

              


      

       

      
        	
                 
      

              	
                (f)

              	
                to
      detect and prevent fraud;

              


      

       

      
        	
                 
      

              	
                (g)

              	
                to
      conduct enforcement proceedings;
and

              


      

       

      
        	
                 
      

              	
                (h)

              	
                to
      perform other investigations as required by and to ensure compliance with
      all applicable rules, policies, rulings and regulations of the Exchange,
      securities legislation and other legal and regulatory requirements
      governing the conduct and protection of the public markets in
      Canada.

              


      

       

      7.3                
       The Purchaser also acknowledges that:
(i) the Exchange also collects additional Personal Information from other
sources, including securities regulatory authorities in Canada or elsewhere,
investigative law enforcement or self-regulatory organizations, and regulations
service providers to ensure that the purposes set forth above can be
accomplished; (ii) the Personal Information the Exchange collects may also be
disclosed to the agencies and organizations referred to above or as otherwise
permitted or required by law, and they may use it in their own investigations
for the purposes described above; (iii) the Personal Information may be
disclosed on the Exchange’s website or through printed materials published by or
pursuant to the direction of the Exchange; and (iv) the Exchange may from time
to time use third parties to process information and provide other
administrative services, and may share the information with such
providers.

       

      7.4                  
     If the Purchaser is resident in Ontario, the
public official who can answer questions about the Ontario Securities
Commission’s indirect collection of Personal Information is the Administrative
Assistant to the Director of Corporate Finance, Ontario Securities Commission,
Suite 1903, Box 55, 20 Queen Street West, Toronto, Ontario, M5H 3S8, Telephone
416-593-8086.

       

      

        
          
             


          

          
             


            
              

            

          

          
             


            
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      7.5                    
    Herein, “Personal Information” means any information
about the Purchaser required to be disclosed to the Commission or the Exchange,
whether pursuant to a Commission or Exchange form or a request made by a
Commission or the Exchange, including the Corporate Placee Registration Form
attached hereto.

       

      8.                      MISCELLANEOUS

       

      8.1                   
    The Purchaser agrees to sell, assign or transfer the
Securities only in accordance with the requirements of applicable securities
laws and any legends placed on the Securities as contemplated by the
Subscription Agreement.

       

      8.2                   
     The Purchaser hereby authorizes the Issuer to
correct any minor errors in, or complete any minor information missing from any
part of the Subscription Agreement and any other schedules, forms, certificates
or documents executed by the Purchaser and delivered to the Issuer in connection
with the Private Placement.

       

      8.3                  
      The Issuer may rely on delivery by fax
machine of an executed copy of this subscription, and acceptance by the Issuer
of such faxed copy will be equally effective to create a valid and binding
agreement between the Purchaser and the Issuer in accordance with the terms of
the Subscription Agreement.

       

      8.4                   
     Without limitation, this subscription and the
transactions contemplated by this Agreement are conditional upon and subject to
the Issuer’s having obtained such regulatory approval of this subscription and
the transactions contemplated by this Agreement as the Issuer considers
necessary.

       

      8.5                    
    This agreement is not assignable or transferable by the
parties hereto without the express written consent of the other party to this
Agreement.

       

      8.6                     
   Time is of the essence of this Agreement and will be
calculated in accordance with the provisions of the Interpretation Act (British
Columbia).

       

      8.7                     
   Except as expressly provided in this Agreement and in the
agreements, instruments and other documents contemplated or provided for in this
Agreement, this Agreement contains the entire agreement between the parties with
respect to the Securities and there are no other terms, conditions,
representations or warranties whether expressed, implied, oral or written, by
statute, by common law, by the Issuer, or by anyone else.

       

      8.8                    
    The parties to this Agreement may amend this Agreement
only in writing.

       

      8.9                    
    This Agreement enures to the benefit of and is binding
upon the parties to this Agreement and their successors and permitted
assigns.

       

      8.10                
      A party to this Agreement will give all
notices to or other written communications with the other party to this
Agreement concerning this Agreement by hand or by registered mail addressed to
the address given on page 1.

       

      8.11                  
    This Agreement is to be read with all changes in gender
or number as required by the context.

       

      8.12                  
    This Agreement will be governed by and construed in
accordance with the internal laws of British Columbia (without reference to its
rules governing the choice or conflict of laws), and the parties hereto
irrevocably attorn and submit to the exclusive jurisdiction of the courts of
British Columbia with respect to any dispute related to this
Agreement.

      




      

        
          
             


          

          
             


            
              

            

          

          
             


            
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      END
OF GENERAL PROVISIONS

       

      END
OF SUBSCRIPTION AGREEMENT