Filed by Automated Filing Services Inc. (604) 609-0244 - Farallon Resources Ltd. - Exhibit 4.2






THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR UNDER THE
SECURITIES LAWS OF ANY STATE, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED
STATES OR TO U.S PERSONS (AS DEFINED IN REGULATION S PROMULGATED UNDER THE U.S.
SECURITIES ACT) UNLESS THE SECURITIES ARE REGISTERED UNDER THE U.S. SECURITIES
ACT AND ALL APPLICABLE STATE SECURITIES LAWS, OR AN EXEMPTION FROM SUCH
REGISTRATION REQUIREMENTS IS AVAILABLE.

UNIT SUBSCRIPTION AGREEMENT

	TO: 	FARALLON RESOURCES LTD.
      (“Farallon” or the “Issuer”) 
	FROM: 	 
    	 
    
	  	(Investor Name) 
	 	 
	RE: 	Purchase of Cdn $0.40 Unit (each a
      Share and a Warrant) of Farallon. 
	 	 
	REFERENCE
      DATE: 		October 12, 2006 


The undersigned (the “Subscriber”) hereby irrevocably
subscribes for and agrees to purchase from Farallon, on terms and conditions set
forth in Schedule A attached hereto (together with the first three pages, the
“Agreement”), that number of Units (the “Units”) in the capital of Farallon set
out on page 2 hereof at a price of Cdn.$0.40 Unit. 

IINSTRUCTIONS FOR COMPLETING THIS SUBSCRIPTION 



	1. 	
      Complete the information required on page 2 with respect
      to subscription amounts and registration and delivery
  particulars.

	2. 	
      Complete the applicable forms (the “Forms”) at the end of
      this Agreement:

		(a) 	
      Subscribers resident in Canada, complete and
      execute Schedule A – Representation Letter For Accredited
      Investors;

		(b) 	
      Subscribers who are U.S. Persons or who were
      offered the Units in the United States, must be “accredited investors”
      within the meaning assigned in Rule 501(a) of Regulation D promulgated
      under the U.S. Securities Act, and must complete and sign Schedule B
      – Certificate of U.S. Purchaser.

	3. 	
      Return this Agreement and all Schedules to Farallon at
      Suite 1020 – 800 West Pender Street, Vancouver, British Columbia, V6C 2V6
      with a certified cheque, money order or bank draft drawn on a Canadian
      chartered bank and made payable to Farallon Resources Ltd. in the amount
      of the applicable subscription funds, or in such other manner as may be
      acceptable to Farallon.



Farallon Wiring Instructions:

	CANADIAN DOLLAR ACCOUNT (US DOLLAR TRANSFERS,
      SEE BELOW) 	SWIFT NO: 	CIBCCATT 
		  	ACCOUNT NO.: 	35-10212 
	  	  	TRANSIT NO.: 	00010
    
	CIBC ACCOUNT
    	Canadian Account 	 
    	 
    
	ACCOUNT NAME:
    	Farallon Resources Ltd. 	 
    	 
    
	BANK: 	Canadian Imperial Bank of 	 
    	 
    
	  	Commerce 	 
    	 
    
	  	Commerce Place, Vancouver, B.C. 	  	  






- 2 -

	U.S. DOLLAR ACCOUNT (US dollars will be exchanged
      into 	  	  
	Canadian funds on the basis of US$1 = Cdn.$1.1324 even if
      such 	 
    	 
    
	exchange rate fluctuates prior to the Closing Date) 	 
    	 
    
	  	  	  	  
	CIBC ACCOUNT
      : 	USD
      Account 	 
    	 
    
	  	  	  	  
	BANK OF
      AMERICA NT & SA 	 
    	 
    
	NEW
      YORK, NEW YORK 	 
    	 
    
	ABA
      026009593 	 
    	 
    
	FOR
      CREDIT TO: 	 
    	 
    
	CIBC
      TORONTO, ONTARIO 	 
    	 
    
	ACCOUNT
      #6550-8-26157 	 
    	 
    
	FOR
      FURTHER CREDIT TO: 	 
    	 
    
	 	ACCOUNT NO.: 	02-58814 
	ACCOUNT NAME:
    	Farallon Resources Ltd. 	INSTITUTION: 	0010
  
	BANK: 	Canadian Imperial Bank of Commerce 	TRANSIT NO.: 	00010
    
	  	400 Burrard Street 	 
    	 
    
	  	Vancouver, B.C. 	  	  


Registration and Delivery Instructions


	  	  	Number of Units: 	 
	(Name of Subscriber - please print) 	  	  
	 
    	  	  
	  	  	  
	(Authorized Signature of Subscriber) 	  	Aggregate
      Subscription Price: 	 
	 
    	  	  
	  	  	  
	(Official Capacity or Title if Subscriber is not an
      individual 	 	  
	- please print) 	  	If the Subscriber is signing as agent for a principal and
      is 
	  	  	not a trust company or a portfolio manager, in either
    
	  	  	case, purchasing as trustee or agent for accounts
      fully 
	(Please print the name of the individual whose signature 	 	managed by it, complete the following and ensure that
    
	appears above if it is different from the name of the 	 	Schedule A or B are completed on behalf of such

	Subscriber printed above.) 	  	principal: 
	 
    	  	  
	  	  	  
	(Subscriber’s Address) 	  	(Name of Principal) 
	 
    	  	  
	  	  	  
	(Subscriber’s Address) 	  	(Principal’s Address) 
	 
    	  	  
	  	  	  
	(Telephone Number) 	 (E-Mail Address) 		  
	 	 	 	 







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	Register the Units as follows: 	 	Deliver the Units as follows: 
	 	 	 
	(Name) 	 	(Name) 
	 	 	 
	(Account reference, if applicable) 	 	(Account reference, if applicable) 
	 	 	 
	(Address) 	 	(Contact Name) 
	 	 	 
	(Address) 	 	(Address) 
	 	 	 
	  	 	(Address) 


Consent to the Disclosure of Information under Privacy
Legislation

The Investor acknowledges that certain “Personal Information”
  (information about an identifiable individual) about the Investor may be required
  to be disclosed by the Issuer to the Toronto Stock Exchange (the “TSX”)
  and other applicable regulatory authorities pursuant to their policies and the
  Investor consents to the disclosure of such Personal Information by the Issuer
  to such regulatory authorities, and to the collection, use and disclosure of
  such Personal Information by the TSX in accordance with their specified purposes.

ACCEPTANCE 

	 	) 	FARALLON RESOURCES LTD. 
	Accepted and agreed to by Farallon as of the 	) 	  
	________ day of _____________________ , 2006. 	) 	  
	 	) 	Authorized Signatory 







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TERMS OF SUBSCRIPTION

	Re: 	Purchase of Cdn $0.40 Farallon Units
      Exempt from Prospectus Requirements 
	 	 
	1. 	Definitions 
	 	 
	1.1 	(a)     
      “Accredited Investor” means, for a Subscriber resident in Canada or
      the United Sates a high net worth or high income person, specifically
      defined on the relevant attachments hereto as an Investor;




	 	(b)      
      “Applicable Securities Laws” means the securities legislation
      having application, and the rules, policies, notices and orders issued by
      applicable securities regulatory authorities, including the TSX, having
      application over this Offering and the Issuer; 
	 	  	  
	 	(c)      
      “Closing” means a completion of an issue and sale by the Issuer and
      the purchase by the Investors of the Units pursuant to this Subscription
      Agreement at or about 11:00 a.m. on the Closing Date. Closings may occur
      on one or more dates as the Issuer may determine within the requirements
      of the TSX; 
	 	  	  
	 	(d)      
      “Closing Date” means a day following TSX acceptance of this
      Subscription Agreement and others which form part of the Offering and
      which is expected to be on or about November 10, 2006, as the Issuer may
      determine within the requirements of the TSX. On the Closing Date, the
      Units will be issued and certificates representing the Units mailed to the
      Investor; 
	 	  	  
	 	(e)      
      “Exempt Amount Exemption” means the exemption from the prospectus
      requirements under Applicable Securities Laws for subscriptions of
      Cdn$150,000 which do not require the Investor to be an Accredited Investor
      or to provide a certificate; 
	 	  	  
	 	(f)      
      “Exemptions” means the exemptions from the registration and
      prospectus or equivalent requirements under Applicable Securities Laws;
  
	 	  	  
	 	(g)      
      “Foreign Portfolio Manager” means a person who carries on business
      as a “portfolio manager” (within the meaning of that term under Applicable
      Securities Laws) in an International Jurisdiction and who purchases Units
      as an agent for fully managed accounts; 
	 	  	  
	 	(h)      
      “Family, Friends and Business Associates Exemption” means the
      exemption from prospectus requirements found in Section 2.5 (1) of NI
      45-106; 
	 	  	  
	 	(i)       “fully
      managed” in relation to an account, means that the Investor has the
      discretion as to the account as contemplated by Applicable Securities
      Laws; 



	 	(j)      
      “International Jurisdiction” means a country other than Canada or
      the United States;
	 	 	 
	 	(k)      
      “Investor” means the person or persons named as Investor on the
      execution page of this Subscription Agreement and if more than one person
      is so named, means all of them jointly and severally;




	 	(l)       “MI
      45-102” means Multilateral Instrument 45-102 - Resale of Securities of
      the Applicable Securities Laws; 
	 	  	  
	 	(m)      
      “material” means material in relation to the Issuer and any
      subsidiary considered on a consolidated basis; 
	 	  	  
	 	(n)      
      “material change” means any change in the business, operations,
      assets, liabilities, ownership or capital of the Issuer and any subsidiary
      considered on a consolidated basis that would reasonably be expected to
      have a significant effect on the market price or value of the Issuer’s
      securities; 






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(o)      
“material fact” means any fact that significantly affects or would
reasonably be expected to have a significant effect on the market price or value
of the Issuer’s securities;

(p)      
“misrepresentation” is as defined under Applicable Securities Laws;

(q)      
“NI 45-106” means National Instrument 45-106 in the form adopted by the
securities commissions in all provinces and territories of Canada (a copy is
available from the Issuer or online at www.bcsc.bc.ca);

(r)      
“Offering” means the sale by the Issuer of up to Cdn.$7.5 million of
Units of the Issuer on the terms set forth in this Agreement. There is no
minimum aggregate Offering and the Issuer reserves the right to decrease or
increase the size of the Offering at its discretion;

(s)      
“Portfolio Manager” means an adviser who manages the investment portfolio
of clients through discretionary authority granted by one or more clients;

(t)      
“Public Record” means information which has been publicly filed by the
Issuer under Applicable Securities Laws;

(u)      
“Principal Canadian Jurisdictions” means Ontario, British Columbia,
Alberta and Manitoba and certain other jurisdictions referred to in Multilateral
Instrument 45-102;

(v)      
  “Regulation D” means Regulation D under the U.S. Securities
  Act; 

(w)      “Regulation
  S” means Regulation S under the U.S. Securities Act; 

(x)       “Share”
  means a common share without par value in the capital of Farallon;

(y)      
“Subscription Agreement” means this subscription agreement between the
Investor and the Issuer, including all Schedules incorporated by reference as it
may be amended or supplemented from time to time;

(z)      
“TSX” means the Toronto Stock Exchange;

(aa)       “Unit” means a
unit consisting of one Share and one Warrant sold together hereunder;

(bb)       “Unit Subscription
Proceeds” means $0.40 times the number of Units subscribed for by the
Investor pursuant to this Agreement;

(cc)       “U.S. Person”
means a U.S. Person as defined in Regulation S” (the definition of which
includes, but is not limited to, a natural person resident in the United States
and an estate or trust of which any executor or administrator or trustee,
respectively, is a U.S. Person and any partnership or corporation organized or
incorporated under the laws of the United States); 

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

(ee)       Warrant” means a
share purchase warrant to be issued pursuant to this Agreement, one of which
will be issued as part of each Unit with the terms described in Section 3;
and

(ff)       “Warrant Share”
refers to the Share to be issued upon exercise of a Warrant.

1.2            
Words and phrases which are used in this Subscription Agreement and all
Schedules thereto and which are defined in NI 45-106 shall have the meaning
ascribed thereto in NI 45-106, unless otherwise specifically defined in Section
1.1 of this Subscription Agreement.




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	2. 	
      Prospectus Exempt Subscription
  Commitment



2.1            
The undersigned (the “Investor”) hereby irrevocably subscribes for and agrees to
purchase from Farallon Resources Ltd.. (herein “Farallon” or the “Issuer”),
subject to the terms and conditions set forth herein, that number of Units of
the Issuer set out above the Investor’s name on the execution page 2 of this
Subscription Agreement at the price of Cdn.$0.40 per Unit. Subject to the terms
hereof, this Subscription will be deemed to have been made and be effective only
upon its acceptance by the Issuer.

	3. 	
      Description of Securities – Share and a
    Warrant



3.1            
Each Unit consists of one Share and one Warrant.

3.2            
Each Warrant will entitle the Investor to purchase one Warrant Share, subject to
sub-paragraph 3.4, for a 24-month period after the Closing Date at a price of
$0.60 per Warrant Share. 

3.3            
The Warrants to be issued to the Investor pursuant to this Agreement will be
governed by the terms and conditions set out in the certificates representing
the Warrants (the “Warrant Certificates”) which will be delivered to the
Investor at Closing. The Warrant Certificate will contain, among other things,
provision for the appropriate adjustment in a class, number and exercise price
of the Warrant Shares upon the occurrence of certain events, including any
subdivision, consolidation or re-classification of the common shares of the
Issuer or payments of stock dividends or upon the merger or re-organization of
the Issuer. Each warrant will be represented by two certificates, one for 40%
and one for 60% of the warrants purchased hereunder and which certificates will
be dealt with in accordance with sub-paragraph 3.4.

3.4            
If the full Offering is completed, then 40% of each holder’s Warrants may be
exercised without restriction and the exercise of the 60% balance of the
Warrants will be subject to prior shareholders’ approval by Farallon’s
shareholders, which approval will be sought at a meeting in December, 2006. In
the event that shareholders’ approval is not obtained for exercise of the 60%
portion , despite Farallon’s reasonable efforts to secure the approval, then the
certificate representing the 60% portion of the warrants will be cancelled and
the holder will be entitled to receive a payment from the Company of $0.02 for
each such cancelled 60% portion of the Warrants. If less than the full offering
is completed, the portion of each Warrant which is subject to Shareholders’
approval will be reduced proportionately, as will the cash compensation payable
in the event shareholders’ approval for the lesser Warrant proportion is not
obtained.

	4. 	
      Closing



4.1            
The Investor will deliver to the offices of the Issuer aggregate subscription
funds and subscription documents completed in accordance with the instructions
on the face page of this Agreement and arrange for concurrent delivery of
certified funds. On request by the Issuer, the Investor agrees to complete and
deliver any other documents, questionnaire, notices and undertakings as may
possibly be required by regulatory authorities, stock exchanges and Applicable
Securities Laws to complete the transactions contemplated by this Agreement.
Delivery of the Units will be completed by the Issuer at the offices of Lang
Michener LLP, Barristers & Solicitors, counsel to Farallon, 1500, 1055 W.
Georgia Street, Vancouver, B.C. V6E 4N7 on the Closing Date on a date following
permission of the TSX at which time certificates representing the Units will be
available against payment of funds for delivery to the Investor as the Investor
shall instruct. The Investor hereby waives receiving any prior notice of
Closing.

	5. 	
      Investor’s Acknowledgements – Regarding Risk,
      Restrictions, Independent Advice



5.1            
The Investor represents and warrants and acknowledges and agrees with (on its
own behalf and, if applicable, on behalf of each beneficial purchaser for whom
the Investor is contracting hereunder) the Issuer that:

(a)      
its decision to execute this Subscription and purchase the Units agreed to be
purchased hereunder has not been based upon any oral or written representation
as to fact or otherwise made by or on behalf of




- 7 -

the Issuer, and that its decision is
based entirely upon its review of information about the Issuer in the Public
Record;

(b)      
no prospectus has been filed by the Issuer with any securities commission or
similar authority, in connection with the issuance of the Units, and the
issuance and the sale of the Units is subject to such sale being exempt from the
prospectus/registration requirements under Applicable Securities Laws and
accordingly:

(i)       the Investor is restricted
from using certain of the civil remedies available under such legislation;

(ii)       the Investor may not
receive information that might otherwise be required to be provided to it under
such legislation; and

(iii)       the Issuer is relieved
from certain obligations that would otherwise apply under such legislation;

(c)      
the Investor (or others for whom the Investor is contracting hereunder) has been
advised to consult its own legal advisors with respect to the merits and risks
of an investment in the Units and with respect to applicable resale restrictions
and it (or others for whom it is contracting hereunder) is solely responsible
(and the Issuer is in no way responsible) for compliance with applicable resale
restrictions;

(d)      
to the knowledge of the Investor, the sale of the Units was not accompanied by
any advertisement;

(e)      
the offer made by this Subscription is irrevocable (subject to the right of the
Issuer to terminate this Subscription) and requires acceptance by the
Issuer;

(f)      
this Subscription is not enforceable by the Investor unless it has been accepted
by the Issuer and the Investor waives any requirement on the Issuer’s behalf to
communicate immediately its acceptance of this Subscription to the Investor;

(g)      
the Units are speculative investments which involve a substantial degree of
risk;

(h)      
the Investor is sophisticated in financial investments, has had access to and
has received all such information concerning the Issuer that the Investor has
considered necessary in connection with the Investor’s investment decision and
the Investor will not receive an offering memorandum or similar disclosure
document;

(i)      
the subscription proceeds will be available to the Issuer on Closing and this
subscription is not conditional on any other subscription completing;

(j)      
no agency, governmental authority, regulatory body, stock exchange or other
entity has made any finding or determination as to the merit for investment of,
nor have any such agencies or governmental authorities made any recommendation
or endorsement with respect to, the Units; and

(k)      
the Issuer will rely on the representations and warranties made herein or
otherwise provided by the Investor to the Issuer in completing the sale and
issue of the Units to the Investor. 

(Investors outside of Canada, go to
Section 6, subparagraph 6.2)

5.2            
The Investor hereby acknowledges and agrees that the subscription proceeds,
subject to any statutory rights of the Investor, will be immediately advanced to
the Issuer prior to the Closing Date and held by it pending closing or for
return if for any reason closing does not occur. 




- 8 -

5.3            
The Investor hereby agrees that with respect to any personal information
provided in this document or otherwise received by or in possession of the
Issuer (“Personal Information”), the Investor hereby consents to 

(a) the disclosure of any Personal
Information to the TSX and such securities commissions as may have jurisdiction
over the Issuer; and

(b) the further collection, use and
disclosure of any Personal Information by the aforesaid regulator authorities
for the discharge of their regulatory functions.

	6. 	
      Investor’s Exemption
Status



6.1            
The Investor, by its execution of this Subscription Agreement, hereby further
represents, warrants to, and covenants with, the Issuer (which representations,
warranties and covenants shall survive the Closing of the Offering) that the
Investor is purchasing the Units as principal for its own account, it is
purchasing such Units not for the benefit of any other person, and not with a
view to the resale or distribution of the Units and one of the following
Exemptions applies to the Investor: 

	 	(a) 	
      Insiders’ Family, Close Friends and Business
      Associates Exemption

	 	 	 	 
	 		
      The Investor is:

	 	 	 	 
	 		(i) 	
      a director, executive officer or control person of the
      Issuer, or of an affiliate of the Issuer,

	 	 	 	 
	 		(ii) 	
      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,

	 	 	 	 
	 		(iii) 	
      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,

	 	 	 	 
	 		(iv) 	
      a close personal friend of a director, executive officer
      or control person of the Issuer, or of an affiliate of the
  Issuer,

	 	 	 	 
	 		(v) 	
      a close business associate of a director, executive
      officer or control person of the Issuer, or of an affiliate of the
      Issuer,

	 	 	 	 
	 		(vi) 	
      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,

	 	 	 	 
	 		(vii) 	
      a parent, grandparent, brother, sister or child of a
      spouse of a founder of the Issuer,

	 	 	 	 
	 		(viii) 	
      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

	 	 	 	 
	 		(ix) 	
      a trust or estate of which all of the beneficiaries or a
      majority of the trustees or executors are persons described in paragraphs
      (i) to (vii);

	 	 	 	 
	 		
      (NOT AVAILABLE FOR RESIDENTS IN ONTARIO OR
      SASKATCHEWAN)

	 	 	 	 
	 	(b) 	
      Minimum Amount Exemption

	 	 	 	 
	 		(i)            
      The aggregate acquisition cost of purchasing the Units will not be less
      than Cdn.$150,000 paid in cash at the time of purchase, and the Investor
      has not been created or used solely to purchase or hold the Units in
      reliance on this Exemption;






- 9 -

	 	(c) 	
      Accredited Investor Exemption

	 	 	 	 
	 		
      The Investor is an “Accredited Investor” and the Investor
      has properly completed and duly executed the Representation Letter for
      Accredited Investors attached to this Subscription Agreement as Schedule A
      indicating the means by which the Investor is an Accredited Investor and
      confirms the truth and accuracy of all statements made by the Investor in
      such certificate; or

	 	 	 	 
	 	(d) 	
      For residents of Ontario only, the Investor is:

	 	 	 	 
	 		(i) 	
      a founder of the Issuer,

	 	 	 	 
	 		(ii) 	
      an affiliate of a founder of the Issuer,

	 	 	 	 
	 		(iii) 	
      a spouse, parent, brother, sister, grandparent or child
      of an executive officer, director or founder of the Issuer, or

	 	 	 	 
	 		(iv) 	
      a person that is a control person of the
  Issuer.




	6.2 	
      Investors Outside of
Canada



If the Investor is resident in a jurisdiction outside of Canada
it acknowledges and certifies that:

(a)      
no securities commission or similar regulatory authority has reviewed or passed
on the merits of the Units;

(b)      
there is no government or other insurance covering the Units;

(c)      
there are risks associated with the purchase of the Units;

(d)      
there are restrictions on the Investor’s ability to resell the Units and it is
the responsibility of the Investor to determine what those restrictions are and
to comply with them before selling the Units; and

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

(f)      
the Investor is knowledgeable of securities legislation having application or
jurisdiction over the Investor and the Offering (other than the laws of Canada
and the United States) which would apply to this subscription;

(g)      
the Investor is purchasing the Units pursuant to exemptions from any prospectus,
registration or similar requirements under the laws of that International
Jurisdiction and or, if such is not applicable, the Investor is permitted to
purchase the Investor’s Units, and the Issuer has no filing obligations in the
International Jurisdiction;

(h)      
no laws in the International Jurisdiction require the Issuer to make any filings
or seek any approvals of any kind whatsoever from any regulatory authority of
any kind whatsoever in the International Jurisdiction;

(i)      
the Units are being acquired for investment only and not with a view to resale
and distribution within the International Jurisdiction; and




- 10 -

(j)      
if it is a resident of the United Kingdom then it complies with the provisions
of §7.1 of this Subscription Agreement as if it were a resident of British
Columbia and it is a person of the described in Article 11(3) of the
Financial Services Act, 1986 (Investment Advertisements)
(Exemptions) Order 1996, as amended, and is a person whose ordinary activities
involve it in acquiring, holding, managing or disposing of investments (as
principal or agent) for the purpose of its business.

	6.3 	
      Other General Representations Applicable to All
      Investors



(a)      
the Investor has no knowledge of a “material fact” or “material change”, as
those terms are defined in Applicable Securities Laws, in respect of the affairs
of the Issuer that has not been generally disclosed to the public;

(b)      
the Investor (and, if applicable, any beneficial purchaser for whom it is
acting) is resident in the jurisdiction set out under the heading “Name and
Address of Investor” on the execution page of this Subscription Agreement;

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

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

(e)      
the Investor has duly and validly authorized, executed and delivered this
Subscription Agreement and understands it is intended to constitute a valid and
binding agreement of the Investor enforceable against the Investor;

(f)      
in connection with the Investor’s investment in the Units, the Investor has not
relied upon the Issuer for investment, legal or tax advice, and has, in all
cases sought the advice of the Investor’s own personal investment advisor, legal
counsel and tax advisers or has waived its rights thereto and the Investor is
either experienced in or knowledgeable with regard to the affairs of the Issuer,
or either alone or with its professional advisors is capable, by reason of
knowledge and experience in financial and business matters in general, and
investments in particular, of evaluating the merits and risks of an investment
in the Units and is able to bear the economic risk of the investment and it can
otherwise be reasonably assumed to have the capacity to protect its own interest
in connection with the investment in the Units;

(g)      
no person has made to the Investor any written or oral representations: 

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

(ii) that any person will refund the
purchase price for the Units; 

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

(iv)       that the Units will be
listed and posted for trading on any stock exchange or that application has been
made to list the Units of the Issuer on any stock exchange;

U.S. Investor Representations and Warranties

(h)      
The Investor represents and warrants either:




- 11 -

	 	(i) 	
      The Investor

	 	 	 	 
	 		(A) 	
      is not, and is not purchasing the Units for the account
      of or benefit of, a U.S. Person or a person in the United
States;

	 	 	 	 
	 		(B) 	
      was not offered Units in the United States; and

	 	 	 	 
	 		(C) 	
      did not execute or deliver this Agreement in the United
      States; OR

	 	 	 	 
	 	(ii) 	
      The Investor a U.S. Person who is an "accredited
      investor" as defined in Rule 501(a) of Regulation D of the U.S. Securities
      Act; and



in the case of paragraph 6.3(h)(ii)
above, the Investor has duly completed, executed and delivered to the Issuer the
Certificate of U.S. Purchaser attached hereto as Schedule B, and represents,
warrants and covenants to the Issuer as to the accuracy of all matters set out
therein as at the date hereof and on the Closing Date;

(i)      
Unless the Investor completes the Certificate of U.S. Purchaser included herein
as Schedule B in connection with a purchase of the Units made in reliance on
Regulation D, the Investor additionally represents and warrants that:

(i)       the Investor does not have
any agreement or understanding (either written or oral) with any U.S. Person or
a person in the United States respecting:

(A)       the transfer or assignment
of any rights or interests in any of the Units;

(B)       the division of profits,
losses, fees, commissions, or any financial stake in connection with this
Subscription; or

(C)       the voting of the Units;
and

(ii)       the Investor has no
intention to distribute either directly or indirectly any of the Units in the
United States or to U.S. Persons; and

(iii)       the Investor represents
that the current structure of this transaction and all transactions and
activities contemplated hereunder is not a scheme to avoid the registration
requirements of the U.S. Securities Act;

(j)      
The Investor acknowledges and agrees that:

(i)       the Units have not been
registered under the U.S. Securities Act, and may not be offered or sold in the
United States or to a U.S. Person unless an exemption from such registration
requirements is available;

(ii)       the Issuer has no
obligation or present intention of filing a registration statement under the
U.S. Securities Act in respect of the Units; and

(iii)       the Investor will not
engage in any directed selling efforts (as defined by Regulation S under the
U.S. Securities Act) in the United States in respect of the Units, which
would include any activities undertaken for the purpose of, or that could
reasonably be expected to have the effect of conditioning the market in the
United States for the resale of the Units;





- 12 -

Compliance with Resale Laws

(k)      
the Investor will comply with Applicable Securities Laws and, if applicable,
Rule 904 of Regulation S concerning the resale of the Units and all related
restrictions (and the Issuer is not in any way responsible for such compliance)
and shall speak and consult with its own legal advisors with respect to such
compliance;

Own Expense

(l)      
the Investor acknowledges and agrees that all costs and expenses incurred by the
Investor (including any fees and disbursements of any special counsel or other
advisors retained by the Investor) relating to the purchase of the Units shall
be borne by the Investor;

International Investor

(m)      
if the Investor is resident of an International Jurisdiction (meaning herein a
country other than Canada or the United States) then:

(i)       the Investor is
knowledgeable of securities legislation having application or jurisdiction over
the Investor and the Offering (other than the laws of Canada and the U.S.) which
would apply to this subscription;

(ii)       the Investor is
purchasing the Units pursuant to exemptions from any prospectus, registration or
similar requirements under the laws of that International Jurisdiction and or,
if such is not applicable, the Investor is permitted to purchase the Investor’s
Units, and the Issuer has no filing obligations in the International
Jurisdiction;

(iii)       no laws in the
International Jurisdiction require the Issuer to make any filings or seek any
approvals of any kind whatsoever from any regulatory authority of any kind
whatsoever in the International Jurisdiction; and

(iv)       the Units are being
acquired for investment only and not with a view to resale and distribution
within the International Jurisdiction.

	7. 	
      Farallon's Representations



7.1            
The Issuer represents and warrants to the Investor that, as of the date of this
Subscription and at 
Closing hereunder:

(a)      
the Issuer and its subsidiaries are valid and subsisting corporations duly
incorporated and in good standing under the laws of the jurisdictions in which
they are incorporated, continued or amalgamated;

(b)      
the Issuer has complied, or will comply, with all applicable corporate and
securities laws and regulations in connection with the offer, sale and issuance
of the Units, and in connection therewith has not engaged in any “direct selling
efforts,” as such term is defined in Regulation S, or any “general solicitation
or general advertising” as described in Regulation D;

(c)      
the Issuer and its subsidiaries are the beneficial owners of the properties,
business and assets or the interests in the properties, business or assets
referred to in its Public Record and except as disclosed therein, all agreements
by which the Issuer or its subsidiaries holds an interest in a property,
business or asset are in good standing according to their terms, and the
properties are in good standing under the applicable laws of the jurisdictions
in which they are situated; 

(d)      
no Offering Memorandum has been or will be provided to the Investor;




- 13 -

(e)      
the financial statements comprised in the Public Record accurately reflect the
financial position of the Issuer as at the date thereof, and no adverse material
changes in the financial position of the Issuer have taken place since the date
of the Issuer’s last financial statements except as filed in the Public
Record;

(f)      
the creation, issuance and sale of the Units by the Issuer does not and will not
conflict with and does not and will not result in a breach of any of the terms,
conditions or provisions of its constating documents or any agreement or
instrument to which the Issuer is a party;

(g)      
the Units will, at the time of issue, be duly allotted, validly issued, fully
paid and non-assessable and will be free of all liens, charges and encumbrances
and the Issuer will reserve sufficient Units in the treasury of the Issuer to
enable it to issue the Units;

(h)      
this Subscription when accepted has been duly authorized by all necessary
corporate action on the part of the Issuer and, subject to acceptance by the
Issuer, constitutes a valid obligation of the Issuer legally binding upon it and
enforceable in accordance with its terms;

(i)      
neither the Issuer nor any of its subsidiaries is a party to any actions, suits
or proceedings which could materially affect its business or financial
condition, and to the best of the Issuer’s knowledge no such actions, suits or
proceedings have been threatened as at the date hereof, except as disclosed in
the Public Record;

(j)      
no order ceasing or suspending trading in the securities of the Issuer nor
prohibiting sale of such securities has been issued to the Issuer or its
directors, officers or promoters and to the best of the Issuer’s knowledge no
investigations or proceedings for such purposes are pending or threatened;
and

(k)      
except as set out in the Public Record or herein, no person has any right,
agreement or option, present or future, contingent or absolute, or any right
capable of becoming a right, agreement or option for the issue or allotment of
any unissued common Units of the Issuer or any other security convertible or
exchangeable for any such Units or to require the Issuer to purchase, redeem or
otherwise acquire any of the issued or outstanding Units of the Issuer.

	8. 	
      Covenants of Farallon



8.1      The Issuer hereby covenants
with each Investor that it will:

(a)      
offer, sell, issue and deliver the Units pursuant to exemptions from the
prospectus filing, registration or qualification requirements of Applicable
Securities Laws and otherwise fulfil all legal requirements required to be
fulfilled by the Issuer (including without limitation, compliance with all
Applicable Securities Laws of the Principal Canadian Jurisdictions) in
connection with the Offering;

(b)      
use its best efforts to maintain its status as a “reporting issuer” not in
default in Ontario, British Columbia, Alberta, New Brunswick and Manitoba;

(c)      
within the required time, file with the TSX any documents, reports and
information, in the required form, required to be filed by Applicable Securities
Laws in connection with the Offering, together with any applicable filing fees
and other materials; 




- 14 -

(d)      
the Issuer will use reasonable commercial efforts to satisfy as expeditiously as
possible any conditions of the TSX required to be satisfied prior to the TSX's
acceptance of the Issuer’s notice of the Offering; and

(e)      
use its best efforts to obtain all necessary approvals for this Offering.

	9. 	
      No Contractual Right of Action for
    Rescission



9.1            
The Investor acknowledges that it is purchasing the Units issued hereunder
pursuant to an exemption which does not require delivery to the Investor of an
offering memorandum, that it will not receive any Offering Memorandum in
connection with this Subscription and therefore is not entitled to contractual
rights of action or rescission.

	10. 	
      Resale Restrictions and Legending of
  Units



10.1            
The Investor acknowledges that any resale of the Units will be subject to resale
restrictions contained in the Applicable Securities Laws applicable to the
Issuer, the Investor or any proposed transferee. Investors with a Canadian or
international address will receive a certificate bearing the following legend
imprinted thereon:

“Unless permitted under securities
legislation, the holder of the securities must not trade the securities before
[four months plus one day from the Closing Date]”; and

“The securities represented by this
certificate are listed on the Toronto Stock Exchange (“TSX”); however, the said
securities cannot be traded through the facilities of TSX since they are not
freely transferable, and consequently any certificate representing such
securities is not ‘good delivery’ in settlement of transactions on the TSX.”

10.2            
Investors who are U.S Persons, have an address in the United States, or who
execute this Agreement in the United States (which the Issuer will presume
absent other evidence), will receive a certificate bearing the following legend
imprinted thereon:

“The securities represented hereby have
not been and will not be registered under the United States Securities Act of
1933, as amended (the “U.S. Securities Act”). The holder hereof, by purchasing
such securities, agrees for the benefit of the Issuer that such securities may
be offered, sold, pledged or otherwise transferred only (a) to the Issuer, (b)
outside the United States in accordance with Rule 904 of Regulation S under the
U.S. Securities Act if applicable, (c) inside the United States (1) pursuant to
the exemption from the registration requirements under the U.S. Securities Act
provided by Rule 144 thereunder, if available, and in accordance with applicable
State securities laws, or (2) in a transaction that does not require
registration under the U.S. Securities Act or any applicable State laws and
regulations governing the offer and sale of securities, and the holder has prior
to such sale furnished to the Issuer an opinion of counsel or other evidence of
exemption in form and substance reasonably satisfactory to the Issuer. Provided
that if the Issuer is a “foreign issuer” as that term is defined by Regulation S
of the U.S. Securities Act at the time of sale, a new certificate bearing no
restrictive legend, delivery of which will constitute “Good Delivery” may be
obtained form the transfer agent, upon delivery of this certificate and a duly
executed declaration, in form satisfactory to the Issuer and its transfer agent,
to the effect that the sale of the securities represented hereby is being made
in compliance with Rule 904 of Regulation S under the U.S. Securities Act.”

and that any certificate representing any Units issued in
exchange therefor or in substitution thereof will bear the same legend,
provided, however, that if the Issuer is a “foreign issuer” as that term
is defined by Regulation S under the U.S. Securities Act at the time of sale of
any Units, a new certificate bearing no legend may be obtained from the transfer
agent upon delivery of the certificate evidencing such securities and a duly
executed declaration, in a form satisfactory to the Issuer and the transfer
agent to the effect that




- 15 -

the sale of the securities is being made in compliance with
Rule 904 of Regulation S under the U.S. Securities Act.

	11. 	
      Consent to Disclosure of
  Information



11.1            
The Investor acknowledges and consents to the release by the Issuer of
information regarding the Investor's subscription including the Investor's name,
address, telephone number, e-mail address and the number of Units purchased, in
compliance with securities regulatory policies to regulatory authorities in the
Principal Canadian Jurisdictions and the Investor waives to the extent lawful,
its rights under any privacy legislation.

	12. 	
      General



12.1            
Time is of the essence hereof.

12.2            
Neither this Subscription Agreement nor any provision hereof shall be modified,
changed, discharged or terminated except by an instrument in writing signed by
the party against whom any waiver, change, discharge or termination is
sought.

12.3            
The parties hereto shall execute and deliver all such further documents and
instruments and do all such acts and things as may either before or after the
execution of this Subscription Agreement be reasonably required to carry out the
full intent and meaning of this Subscription Agreement.

12.4            
This Subscription Agreement shall be subject to, governed by and construed in
accordance with the laws of British Columbia and the laws of Canada as
applicable therein and the Investor hereby irrevocably attorns to the
jurisdiction of the Courts situate therein.

12.5            
This Subscription Agreement may not be assigned by any party hereto.

12.6            
Without limitation, this Subscription Agreement and the transactions
contemplated hereby are conditional upon and subject to the Issuer receiving the
acceptance of the TSX for this Subscription Agreement and the transactions
contemplated hereby.

12.7            
The Issuer shall be entitled to rely on delivery of a facsimile copy of this
Subscription Agreement, and acceptance by the Issuer of a facsimile copy of this
Subscription Agreement shall create a legal, valid and binding agreement between
the Investor and the Issuer in accordance with its terms.

12.8            
This Subscription Agreement may be signed by the parties in as many counterparts
as may be deemed necessary, each of which so signed shall be deemed to be an
original, and all such counterparts together shall constitute one and the same
instrument.

12.9            
This Subscription Agreement is deemed to be entered into on the acceptance date
by Farallon, notwithstanding its actual date of execution by the Investor.

12.10           This
Subscription Agreement, including, without limitation, the representations,
warranties, acknowledgements and covenants contained herein, shall survive and
continue in full force and effect and be binding upon the parties
notwithstanding the completion of the purchase of the Units by the Investor
pursuant hereto, the completion of the issue of Units of the Issuer and any
subsequent disposition by the Investor of the Units.

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

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




- 16 -

12.13           All
monetary amounts are Canadian Dollars.




SCHEDULE A

REPRESENTATION LETTER
(FOR ACCREDITED
INVESTORS)

TO:            
Farallon Resources Ltd. (“Farallon”)

In connection with the purchase of Units in the capital of
Farallon (“Units”) by the undersigned subscriber or, if applicable, the
principal on whose behalf the undersigned is purchasing as agent (the
“Subscriber” for the purposes of this Schedule A), the Subscriber hereby
represents, warrants, covenants and certifies to Farallon that:

	1. 	
      The Subscriber is purchasing the Units as principal for
      its own account or is deemed to be acting as principal pursuant to
      National Instrument 45-106 entitled “Properties and Registration
      Exemptions” (“NI 45-106”);

	 	 
	2. 	
      The Subscriber is an “accredited investor” within the
      meaning of NI 45-106 by virtue of satisfying the indicated criterion as
      set out in Appendix “A” to this Representation Letter; and

	 	 
	3. 	
      Upon execution of this Schedule A by the Subscriber, this
      Schedule A shall be incorporated into and form a part of the Subscription
      Agreement.



Dated: _________________________, 2006.

	 	 
	 	Print name of Subscriber 
	 	 
	 	By: 	 
	 	               
    	Signature
	 	 	 
	 	               
    	Print name of Signatory (if different from Subscriber)
	 	 	 
	 	           
         Title 


IMPORTANT: PLEASE INITIAL APPENDIX “A” ON THE NEXT
PAGE




APPENDIX “A”

TO SCHEDULE A

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

	 ̈	(a)       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;
	 	 
	 ̈	(b)       an individual whose net income
      before taxes exceeded $200,000 in each of the 2 most recent calendar years
      or whose net income before taxes combined with that of a spouse exceeded
      $300,000 in each of the 2 most recent calendar years and who, in either
      case, reasonably expects to exceed that net income level in the current
      calendar year;
	 	 
	 ̈	(c)       an individual who, either
      alone or with a spouse, has net assets of at least $5,000,000;
	 	 
	 ̈	(d)       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;
	 	 
	 ̈	(e)       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;
	 	 
	 ̈	 (f)       a Canadian financial institution,
      or a Schedule III bank;
	 	 
	 ̈	 (g)       the Business Development Bank
      of Canada incorporated under the Business Development Bank of Canada
      Act (Canada);
	 	 
	 ̈	(h)       a subsidiary of any person
      referred to in paragraphs (f) or (g), 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;
	 	 
	 ̈	(i)       a person registered under
      the securities legislation of a jurisdiction of Canada as an adviser or
      dealer, other than a person registered solely as a limited market dealer
      under one or both of the Securities Act (Ontario) or the Securities
      Act (Newfoundland and Labrador);
	 	 
	 ̈	(j)       an individual registered
      or formerly registered under the securities legislation of a jurisdiction
      of Canada as a representative of a person referred to in paragraph (i);
	 	 
	 ̈	(k)       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;
	 	 
	 ̈	(l)       a municipality, public board or
      commission in Canada and a metropolitan community, school board, the Comité
      de gestion de la taxe scolaire de l’île de Montréal or an
      intermunicipal management board in Québec;
	 	 
	 ̈	(m)       any national, federal, state,
      provincial, territorial or municipal government of or in any foreign jurisdiction,
      or any agency of that government;
	 	 
	 ̈	(n)       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;
	 	 
	 ̈	(o)       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;





- 2 -

(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 NI 45-106; OR

(iii)       a person described
  in paragraph (i) or (ii) that acquires or acquired securities under Section
  2.18 [Investment fund reinvestment] of NI 45-106; 
 
	 ̈	(p)       an investment fund that distributes
      or has distributed securities under a prospectus in a jurisdiction of Canada
      for which the regulator or, in Québec, the securities regulatory authority,
      has issued a receipt;
	 	 
	 ̈	(q)       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;
	 	 
	 ̈	(r)       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;

	 ̈	(s)       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;
	 	 
	 ̈	(t)       an entity organized in a foreign
      jurisdiction that is analogous to any of the entities referred to in paragraphs
      (f) to (i) or paragraph (n) in form and function;
	 	 
	 ̈	(u)       an investment fund that is advised
      by a person registered as an adviser or a person that is exempt from registration
      as an adviser; OR
	 	 
	 ̈	(v)       a person that is recognized or
      designated by the securities regulatory authority or, except in Ontario
      and Québec, the regulator as


(i)       an accredited investor;
  or

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

and for purposes hereof:.

	(a) 	"Canadian financial
      institution" means 
	  	 	 
	  	(i) 	 an association governed by the
      Cooperative Credit Associations Act (Canada) or a central
      cooperative credit society for which an order has been made under section
      473(1) of the Cooperative Credit Associations Act (Canada),
      or 
	  	 	 
	

      

	(ii) 	 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;
	  	 	 
	(b) 
	"control person"
      has the meaning ascribed to that term in securities legislation
      except Ontario where "control person" means any person that holds or is
      one of a combination of persons that hold 

	  	 	 
	
	(i)  	a sufficient number of any of the securities of
      an issuer so as to affect materially the control of the issuer,
  or






- 3 -

	 	(ii) 	
      more than 20% of the outstanding voting securities of an
      issuer except where there is evidence showing that the holding of those
      securities does not affect materially the control of that
  issuer;




	(c) 	
      "eligibility adviser" means a person that
      is registered as an investment dealer or in an equivalent category of
      registration under the securities legislation of the jurisdiction of a
      purchaser and authorized to give advice with respect to the type of
      security being distributed;

	 	 	 
	(d) 	
      "executive officer" means, for an issuer,
      an individual who is

	 	 	 
		(i) 	
      a chair, vice-chair or president,

	 	 	 
		(ii) 	
      a vice-president in charge of a principal business unit,
      division or function including sales, finance or production,

	 	 	 
		(iii) 	
      an officer of the issuer or any of its subsidiaries and
      who performs a policy-making function in respect of the issuer,
  or

	 	 	 
		(iv) 	
      performing a policy-making function in respect of the
      issuer;

	 	 	 
	(e) 	
      "financial assets" means (i) cash, (ii)
      securities or (iii) a contract of insurance, a deposit or an evidence of a
      deposit that is not a security for the purposes of securities
      legislation;

	 	 	 
	(f) 	
      "founder" means, in respect of an
      issuer, a person who,

	 	 	 
		(i) 	
      acting alone, in conjunction or in concert with one or
      more persons, directly or indirectly, takes the initiative in founding,
      organizing or substantially reorganizing the business of the issuer,
      and

	 	 	 
		(ii) 	
      at the time of the trade is actively involved in the
      business of the issuer;

	 	 	 
	(g) 	
      "fully managed account" means an account of
      a client for which a person makes the investment decisions if that person
      has full discretion to trade in securities for the account without
      requiring the client's express consent to a transaction;

	 	 	 
	(h) 	
      "investment fund" has the meaning ascribed
      thereto in National Instrument 81-106 - Investment Fund Continuous
      Disclosure;

	 	 	 
	(i) 	
      "person" includes

	 	 	 
		(i) 	
      an individual,

	 	 	 
		(ii) 	
      a corporation,

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

	 	 	 
		(iv) 	
      an individual or other person in that person's capacity
      as a trustee, executor, administrator or personal or other legal
      representative;

	 	 	 
	(j) 	
      "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.

	 	 	 
	(k) 	
      "spouse" means, an individual
who,

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

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







- 4 -

	 	(iii) 	
      in Alberta, is an individual referred to in paragraph (i)
      or (ii) immediately above or is an adult interdependent partner within the
      meaning of the Adult Interdependent Relationships Act (Alberta);
      and




	(l) 	
      "subsidiary" means an issuer that is
      controlled directly or indirectly by another issuer and includes a
      subsidiary of that subsidiary;



Affiliated Entities and Control

	1. 	
      An issuer is considered to be an affiliate of another
      issuer if one of them is a subsidiary of the other, or if each of them is
      controlled by the same person.

	 	 	 
	2. 	
      A person (first person) is considered to control another
      person (second person) if

	 	 	 
		(a) 	
      the first person, directly or indirectly, beneficially
      owns or exercises control or direction over securities of the second
      person carrying votes which, if exercised, would entitle the first person
      to elect a majority of the directors of the second person, unless the
      first person holds the voting securities only to secure an
    obligation,

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

	 	 	 
		(c) 	
      the second person is a limited partnership and the
      general partner of the limited partnership is the first
  person.







SCHEDULE B

CERTIFICATE OF U.S. PURCHASER

This form must be completed by United States
investors.

A “United States investor” is any person in the United States
or any “U.S. person” as defined in Regulation S under the United States
Securities Act of 1933, as amended. This will include (a) any natural person
resident in the United States; (b) any partnership or corporation organized or
incorporated under the laws of the United States; (c) any trust of which any
trustee is a U.S. person; (d) any partnership or corporation organized outside
the United States by a U.S. person principally for the purpose of investing in
securities not registered under the U.S. Securities Act of 1933, unless it is
organized or incorporated, and owned, by accredited investors who are not
natural persons, estates or trusts; (e) any estate of which any executor or
administrator is a U.S. person.

	2. 	
      The Investor covenants, represents and warrants to
      Farallon Resources Ltd. (the “Issuer”) that:

	 	 	 
		(a)       it
      understands that the Units have not been and will not be registered under
      the U.S. Securities Act and that the sale contemplated hereby is being
      made in reliance on the exemption from such registration requirement
      provided by Rule 506 of Regulation D;
	 	 	 
		(b)       it
      acknowledges that it has not purchased the Units as a result of any form
      of general solicitation or general advertising, including advertisements,
      articles, notices or other communications published in any newspaper,
      magazine or similar media or broadcast over radio, or television, or any
      seminar or meeting whose attendees have been invited by general
      solicitation or general advertising;
	 	 	 
		(c)       it
      understands and agrees that there may be material tax consequences to the
      Investor of an acquisition, disposition or exercise of any of the Units.
      The Issuer gives no opinion and makes no representation with respect to
      the tax consequences to the Investor under United States, state, local or
      foreign tax law of the undersigned’s acquisition or disposition of such
      securities. In particular, no determination has been made whether the
      Issuer will be a “passive foreign investment company” (“PFIC”) within the
      meaning of Section 1291 of the United States Internal Revenue
    Code;
	 	 	 
	
	(d)       it understands and
      agrees that the financial statements of the Issuer have been prepared in
      accordance with Canadian generally accepted accounting principles, which
      differ in some respects from United States generally accepted accounting
      principles, and thus may not be comparable to financial statements of
      United States companies;

	 	 	 
		(e)       it
      understands and acknowledges that upon the issuance thereof, and until
      such time as the same is no longer required under the applicable
      requirements of the U.S. Securities Act or applicable state securities
      laws and regulations, the certificates representing the Units will bear a
      legend in substantially the following form:
	 	 	 
			
      “The securities represented hereby have not been and will
      not be registered under the United States Securities Act of 1933, as
      amended (the “U.S. Securities Act”). The holder hereof, by purchasing such
      securities, agrees for the benefit of the Issuer that such securities may
      be offered, sold, pledged or otherwise transferred only (a) to the Issuer,
      (b) outside the United States in accordance with Rule 904 of Regulation S
      under the U.S. Securities Act if applicable, (c) inside the United Sates
      (1) pursuant to the exemption from the registration requirements under the
      U.S. Securities Act provided by Rule 144 thereunder, if available, and in
      accordance with applicable State securities laws, or (2) in a transaction
      that does not require registration under the U.S. Securities Act or any
      applicable State laws and regulations governing the offer and sale of
      securities, and the holder has prior to such sale furnished to the Issuer
      an opinion of counsel or other evidence of exemption in form and substance
      reasonably satisfactory to Farallon. Provided that if Farallon is a
      “foreign issuer” as that term is defined by Regulation S of the U.S.
      Securities







- 2 -

Act at the time of sale, a new
certificate bearing no restrictive legend, delivery of which will constitute
“Good Delivery” may be obtained form the transfer agent, upon delivery of this
certificate and a duly executed declaration, in form satisfactory to Farallon
and its transfer agent, to the effect that the sale of the securities
represented hereby is being made in compliance with Rule 904 of Regulation S
under the U.S. Securities Act.”

If the Issuer is a “foreign issuer”
within the meaning of Regulation S under the U.S. Securities Act at the time of
sale, a new certificate, which will constitute “good delivery”, will be made
available to the Investor upon provision by the Investor to the transfer agent
of a declaration (in the form attached as Appendix “A”) that the sale of the
securities represented thereby is being made in compliance with Rule 904 of
Regulation S under the U.S. Securities Act. 

(f)      
it consents to the Issuer making a notation on its records or giving instruction
to the registrar and transfer agent of the Issuer in order to implement the
restrictions on transfer set forth and described herein;

(g)       if an individual, it
is a resident of the state or other jurisdiction listed in its address on the
signature page of the Subscription Agreement, or if the Investor is not an
individual, the office of the Investor at which the Investor received and
accepted the offer to purchase the Issuer’s Units is the address listed on the
signature page of the Subscription Agreement.

(h)       it has such knowledge
and experience in financial and business matters as to be capable of evaluating
the merits and risks of an investment in the Units and it is able to bear the
economic risk of loss of its entire investment;

(i)       the Issuer has
provided to it the opportunity to ask questions and receive answers concerning
the terms and conditions of the offering and it has had access to such
information concerning the Issuer as it has considered necessary or appropriate
in connection with its investment decision to acquire the Units;

(j)       it is acquiring the
Units for its own account, for investment purposes only and not with a view to
any resale, distribution or other disposition of the Units in violation of the
United States securities laws;

(k)      
if it decides to offer, sell or otherwise transfer any of the Units, it will not
offer, sell or otherwise transfer any of such Units directly or indirectly,
unless

(i)         the sale is to
the Issuer;

(ii)   
    the sale is made outside the United States in a
transaction meeting the requirements of Rule 904 of Regulation S under the U.S.
Securities Act and in compliance with applicable local laws and regulations;

(iii)       the sale is made
pursuant to the exemption from the registration requirements under the U.S.
Securities Act provided by Rule 144 thereunder and in accordance with any
applicable state securities or “Blue Sky” laws; or

(iv)       the Units are sold in a
transaction that does not require registration under the U.S. Securities Act or
any applicable state laws and regulations governing the offer and sale of
securities, and, in the case of clauses (ii) or (iv) above, it has prior to such
sale furnished to the Issuer an opinion of counsel or other evidence of
exemption in form and substance reasonably satisfactory to the Issuer;

(l)       It is an “accredited
investor” as defined in Regulation D by virtue of satisfying one or more of the
categories indicated below (please place your initials on the appropriate
line(s)):

	 	____________ 	Category 1. 	A bank, as defined in Section 3(a)(2) of the
      U.S. Securities Act, whether acting in its individual or fiduciary
      capacity; or 






- 3 -

	 	____________ 	Category 2. 	A savings and loan association or other
      institution as defined in Section 3(a)(5)(A) of the U.S. Securities Act,
      whether acting in its individual or fiduciary capacity; or 
	 	 	  	  
	 	____________ 	Category 3. 	A broker or dealer registered pursuant to
      Section 15 of the Securities Exchange Act of 1934; or 
	 	 	  	  
	 	____________ 	Category 4. 	An insurance company as defined in Section
      2(13) of the U.S. Securities Act; or 
	 	 	  	  
	 	____________ 	Category 5. 	An investment company registered under the
      Investment Issuer Act of 1940; or 
	 	 	  	  
	 	____________ 	Category 6. 	A business development company as defined in
      Section 2(a)(48) of the Investment Issuer Act of 1940; or 
	 	 	  	  
	 	____________ 	Category 7. 	A small business investment company licensed by
      the U.S. Small Business Administration under Section 301(c) or (d) of the
      Small Business Investment Act of 1958; or 
	 	 	  	  
	 	____________ 	Category 8. 	A plan established and maintained by a state,
      its political subdivision or any agency or instrumentality of a state or
      its political subdivisions, for the benefit of its employees, with assets
      in excess of US$5,000,000; or 
	 	 	  	  
	 	____________ 	Category 9. 	An employee benefit plan within the meaning of
      the Employee Retirement Income Security Act of 1974 in which
      the investment decision is made by a plan fiduciary, as defined in Section
      3(21) of such Act, which is either a bank, savings and loan association,
      insurance company or registered investment advisor, or an employee benefit
      plan with total assets in excess of US$5,000,000 or, if a self-directed
      plan, the investment decisions are made solely by persons who are
      accredited investors; or 
	 	 	  	  
	 	____________ 	Category 10. 	A private business development company as
      defined in Section 202(a)(22) of the Investment Advisors Act of
      1940; or 
	 	 	  	  
	 	____________ 	Category 11. 	An organization described in Section 501(c)(3)
      of the Internal Revenue Code, a corporation, a Massachusetts
      or similar business trust, or a partnership, not formed for the specific
      purpose of acquiring the Units, with total assets in excess of
      US$5,000,000; or 
	 	 	  	  
	 	 ____________ 	Category 12. 	A director, executive officer or general
      partner of the Issuer; or 
	 	 	  	  
	 	____________ 	Category 13. 	A natural person whose individual net worth, or
      joint net worth with that person’s spouse, at the time of this purchase
      exceeds US$1,000,000; or 
	 	 	  	  
	 	____________ 	Category 14. 	A natural person who had an individual income
      in excess of US$200,000 in each year of the two most recent years or joint
      income with that person’s spouse in excess of US$300,000 in each of those
      years and has a reasonable expectation of reaching the same income level
      in the current year; or 






- 4 -

		____________ 	Category 15. 	A trust, with total assets in excess of
      US$5,000,000, not formed for the specific purpose of acquiring the
      securities offered, whose purchase is directed by a sophisticated person
      as described in SEC Rule 506(b)(2)(ii); or 
	 	 	  	  
		____________ 	Category 16. 	An entity in which each of the equity owners
      meets the requirements of one of the above categories.




	ONLY UNITED STATES INVESTORS NEED TO COMPLETE
      AND SIGN 	 
	 	 	 
	 	Date 	 
	 	 	 
	 	Duly authorized signatory for Investor 	 
	 	 	 
	 	(Print name of Investor) 	 






Appendix “A” to Schedule B

CERTIFICATE OF U.S. PURCHASER

Form of Declaration for Removal of Legend

TO:       Registrar and transfer
agent for the Units of Farallon Resources Ltd. (“Farallon”).

The undersigned (A) acknowledges that the sale of the
securities of Farallon to which this declaration relates is being made in
reliance on Rule 904 of Regulation S under the United States Securities Act of
1933, as amended (the “U.S. Securities Act”), and (B) certifies that (1) the
undersigned is not an “affiliate” of Farallon (as that term is defined in Rule
405 under the U.S. Securities Act); (2) the offer of such securities was not
made to a person in the United States and either (a) at the time the buy order
was originated, the buyer was outside the United States, or the seller and any
person acting on its behalf reasonably believed that the buyer was outside the
United States, or (b) the transaction was executed on or through the facilities
of the TSX and neither the seller nor any person acting on its behalf knows that
the transaction has been prearranged with a buyer in the United States; (3)
neither the seller nor any affiliate of the seller nor any person acting on
their behalf has engaged or will engage in any directed selling efforts in the
United States in connection with the offer and sale of such securities; (4) the
sale is bona fide and not for the purpose of “washing off” the resale
restrictions imposed because the securities are “restricted securities” (as that
term is defined in Rule 144(a)(3) under the U. S. Securities Act); (5) the
seller does not intend to replace such securities with fungible unrestricted
securities; and (6) the contemplated sale is not a transaction, or part of a
series of transactions, which, although in technical compliance with Regulation
S, is part of a plan or scheme to evade the registration provisions of the U.S.
Securities Act. Terms used herein have the meanings given to them by Regulation
S under the U.S. Securities Act.

Dated _______________200_.

	 	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)