Filed by Automated Filing Services Inc. (604) 609-0244 - Kimber Resources Inc. - Exhibit 4.y





 SUBSCRIPTION AGREEMENT 

  (non-U.S. Persons; non-brokered) 

  UNITS 

	 To:  	 Kimber Resources Inc. (the “Issuer”) 
    
	 	 
	 Re:  	 Purchase and Sale of Units of the Issuer  
	 	 
	Dated For Reference: February 11, 2005 


 The undersigned (the “Purchaser”) hereby irrevocably
  subscribes for and agrees to purchase from the Issuer, subject to the terms
  and conditions set forth in Schedule “A” to this subscription (which,
  together with all appendices (the “Appendices”) attached hereto,
  shall be deemed to form a part of this subscription and shall be collectively
  referred to as the Agreement), that number of units (the “Units”)
  of the Issuer set out on page 2 hereof at a price of $1.55 per Unit. Each
  Unit shall consist of one common share in the capital of the Issuer and one-half
  of one common share purchase warrant (one whole warrant called a “Warrant”).
  Each Warrant shall be exercisable into one common share at a price of $1.80
  for a term that commences upon Closing (as defined below) and ends at 4:00 p.m.
  (Pacific Standard Time) on March 8, 2006. 

 The Purchaser and the Issuer hereby agree that the Units,
  and the subsequent offering thereof, shall have and be conducted on the terms
  and conditions specified in Schedule “A” hereto. The Purchaser hereby
  makes, on its own behalf and, if applicable, on behalf of others for whom it
  is contracting hereunder, the acknowledgments, representations and warranties
  set out in Schedule “A” hereto, and agrees that the Issuer can rely
  on such acknowledgments, representations and warranties should this subscription
  offer be accepted. 

 INSTRUCTIONS FOR COMPLETING THIS AGREEMENT PRIOR TO
  DELIVERY TO THE ISSUER

	 1.      	 All Purchasers must complete (i) the information
        required on page 2 with respect to subscription amounts and registration
        and delivery particulars; and (ii) the information required on page 3
        with respect to information regarding the Purchaser. 

	 
	 2.      	 Complete the applicable Appendices at
        the end of Schedule “A”: 

	 
	 	 (a)     
      
	 All Purchasers resident in British Columbia or Alberta
        must complete Appendix I – “British Columbia
        / Alberta Certificate” and any further forms required therein.
      

	 
	 	 (b)      
	 All Purchasers resident in Ontario must complete
        Appendix II – “Ontario Certificate”
        and any further forms required therein. 

	 
	 	 (c)      
	 All Purchasers must complete Appendix III
        – "Private Placement Questionnaire and Undertaking" for
        filing with the Toronto Stock Exchange. 

	 
	 3.      	 Return this Agreement to the Issuer’s
        legal counsel, Stikeman Elliott LLP, at Suite 1700, Park Place, 666 Burrard
        Street, Vancouver, British Columbia V6C 2X8 (attention: C. Inge Poulus)
        with a certified cheque, money order or bank draft drawn on a Canadian
        chartered bank and made payable to Stikeman Elliott LLP, in trust, in
        the aggregate amount of the subscription funds therefor. Stikeman Elliott
        LLP has been instructed to hold such funds in trust pending Closing. If
        the conditions set out herein are satisfied or, to the extent permissible,
        waived by the applicable party or parties, the funds will be released
        at Closing to the Issuer. If Closing has not occurred by the deadline
        stipulated in section 9.3 hereof, the funds will be refunded to the Purchasers,
        in each case with interest accrued thereon in the trust account. The subscription
        funds may also be deposited into the Stikeman Elliott LLP trust account
        by wire transfer into such account no later than the close of business
        on the Business Day immediately preceding the Closing Date and wire transfer
        instructions will be provided upon request. 












 2

	 SUBSCRIPTION AMOUNTS  	  
	 	 
	 No. of Units to be purchased at $1.55 each 
    	  
	 	 
	 Total Subscription Funds for Units  	 $


 REGISTRATION AND DELIVERY (Complete Box A. For Broker
  registration, ALSO complete Box B):

	 BOX A: PURCHASER INFORMATION AND SIGNATURE 
    	 	  
	 
	 (name of Purchaser)  	 	  
	 
	 (address – include city, province and postal
      code)  	 	  
	 	 	 
	  	 	 X  
	 (contact name and telephone number)  	 	 (signature of Purchaser/authorized signatory)  
	 	 	 
	 (contact email address)  	 	 (if applicable, print name of signatory and office) 
    
	 	 	 
	 BOX B: FOR REGISTRATION THROUGH BROKER OR TRUSTEE 
    
	 	 	 
	 in trust for 
    
	 (name of registered holder)  	 	 (name of beneficial holder)  
	 
	 (address of registered holder – include
      city, province and postal code)  
	 	 	 
	 (registered holder: contact name and phone number) 
    	 	  
	 	 	 
	 (registered holder: contact email address) 
    	 	  
	 	 	 




	If the Purchaser is acting as agent and
        registered holder for a principal and is not a trust company or portfolio
        manager acting as trustee or agent forfully managed accounts (in which
        event the Purchaser will ensure that the applicable Appendices are completed
        on behalf of any such principal):
	 	 	 If the securities subscribed for are to be delivered
        to an address other than that provided in Box A or Box B above: 

      

	 	 	(name
      of addressee)
	(name
      of principal)	 	 
	 	 	
      (address line 1)
	(address
      of principal - line 1)	 	 
	 	 	(address
      line 2)
	(address
      of principal - line 2) 	 	 


Execution by the Purchaser in Box A hereof shall constitute
  an irrevocable offer and agreement by the Purchaser to subscribe for the securities
  described herein on the terms and conditions herein set out. The Issuer shall
  be entitled to rely on the delivery of a facsimile copy of this Agreement, and
  acceptance by the Issuer of such facsimile Agreement shall be legally effective
  to create a valid and binding agreement between the Purchaser and the Issuer
  in accordance with the terms and conditions hereof.

ACCEPTANCE

	 This subscription is accepted and agreed to by the 
    	 )  	 KIMBER RESOURCES INC.  
	  	 )  	  
	 Issuer as of the ___ day of _____________ , 2005. 
    	 )  	  
	  	 )  	 Per:  _______________________________________________
	  	 )  	         Authorized
      Signatory  
	  	 )  	  











 3


INFORMATION REGARDING THE PURCHASER 

 Please check the appropriate box (and complete the required
  information, if applicable) in each section: 

	 1. 	 Security
        Holdings. The Purchaser and all persons acting jointly and in concert
        with the Purchaser own, directly or indirectly, or exercises control or
        direction over (provide additional detail as applicable): 

	  	 	 
	 	 ̈
	 _____________________ common shares of
        the Issuer and/or the following other kinds of shares and convertible
        securities (including but not limited to convertible debt, warrants and
        options) entitling the Purchaser to acquire additional common shares or
        other kinds of shares of the Issuer:

	  	 	 
	  	 	 
	 	 	 
	 	 	 
	  	 	 
	  	 	 
		 	 
	 	 ̈
	 No shares of the Issuer or securities
        convertible into shares of the Issuer.  




INFORMATION REGARDING THE FINDER, IF ANY 

 If the Purchaser has made a commitment to any third party
  in respect of the payment of a finder’s fee to such third party for having
  acted as finder in connection with the Private Placement, please provide details
  below: 


Name of finder:  


Address of finder:


Finder’s fee payable to finder:








 SCHEDULE “A” 

 1.                              DEFINITIONS
  

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

	 	 (a)      	 “1933 Act” means the Securities
        Act of 1933 (United States of America), as amended; 

	 
	 	 (b)      	 “Acts” means, collectively, the
        BC Act, the Alberta Act and the Ontario Act; 

	 
	 	 (c)      	 “Agreement” means the subscription
        to which this Schedule “A” is attached, including this Schedule
        “A” and all Appendices hereto; 

	 
	 	 (d)      	 “Alberta Act” means the Securities
        Act (Alberta), as amended, the regulations and rules made thereunder
        and all administrative policy statements, rules, instruments, blanket
        orders, notices, directions, and orders issued by the Alberta Securities
        Commission; 

	 
	 	 (e)      	 “BC Act” means the Securities
        Act (British Columbia), as amended, the regulations and rules made
        thereunder and all administrative policy statements, rules, instruments,
        blanket orders, notices, directions, and orders issued by the BC Securities
        Commission; 

	 
	 	 (f)      	 “Business Day” means any day
        except Saturday, Sunday, or a statutory holiday in Vancouver, British
        Columbia; 

	 
	 	 (g)      	 “Closing” means the closing of
        the Private Placement on the Closing Date; 

	 
	 	 (h)      	 “Closing Date” means the day
        on which the Issuer issues the Shares and Warrants comprising the Units
        to the Purchaser; 

	 
	 	 (i)      	 “Commissions” means together,
        the BC, Alberta and Ontario Securities Commissions; 

	 
	 	 (j)      	 “Debenture” has the meaning specified
        in section 4.2(b) hereof; 

	 
	 	 (k)      	 “Exchange” means the Toronto
        Stock Exchange; 

	 
	 	 (l)      	 “MI 45-102” means the Multilateral
        Instrument 45-102 entitled “Resale of Securities” published
        by the Canadian Securities Administrators; 

	 
	 	 (m)      	 “MI 45-103” means the Multilateral
        Instrument 45-103 entitled “Capital Raising Exemptions” published
        by the Canadian Securities Administrators; 

	 
	 	 (n)      	 “Ontario Act” means the Securities
        Act (Ontario), as amended, the regulations and rules made thereunder;
      

	 
	 	 (o)      	 “Private Placement” means the
        offering of the Units by way of private placement; 

	 
	 	 (p)      	 “Puplava” has the meaning specified
        in section 4.2(b) hereof; 

	 
	 	 (q)      	 “Regulatory Authorities” means
        the Commissions and the Exchange; 

	 
	 	 (r)      	 “Rule 45-501” means Rule 45-501
        entitled “Exempt Distributions” published by the Ontario Securities
        Commission; 












 2

	 	 (s)      	 “Securities” means, collectively,
        the Units, the Shares, the Warrants, and the Warrant Shares; 

	 
	 	 (t)      	 “Shares” means the previously
        unissued common shares of the Issuer, as presently constituted, which
        will form part of the Units; 

	 
	 	 (u)      	 “Units” means units of the Issuer
        consisting of one Share and one-half of one Warrant to be offered under
        the Private Placement; 

	 
	 	 (v)      	 “Warrant Shares” means the previously
        unissued common shares of the Issuer, as presently constituted, which
        will be issued on the exercise of the Warrants; 

	 
	 	 (w)      	 “Warrants” means the non-transferable
        share purchase warrants of the Issuer, which will form part of the Units
        and which will have the terms provided in this Agreement and in the certificates
        representing the share purchase warrants. 



 2.                              PURCHASE
  AND SALE OF UNITS 

 2.1                             The
  Issuer is offering up to 3,290,324 Units (up to 645,162 of which may be issued
  upon conversion of the Debenture or, should the Issuer decide not to issue the
  Debenture, pursuant to the Private Placement) at $1.55 per Unit. The offering
  price of the Units was determined by the Issuer with regard to the pricing policies
  of the Exchange. Subject to the acceptance of the Exchange, the Issuer reserves
  the right to increase the size of the Private Placement at its discretion should
  the Private Placement be oversubscribed. 

 2.2                             Each
  Unit will consist of one Share and one-half of one transferable Warrant. 

 2.3                             At
  the same time that the Purchaser signs and delivers this Agreement, the Purchaser
  will complete, sign, and deliver to the Issuer: 

	 	 (a)      	 a Private Placement Questionnaire and Undertaking
        attached as Appendix III; 

	 
	 	 (b)      	 if the Purchaser is resident in British Columbia
        or Alberta, the British Columbia/Alberta Certificate attached as Appendix
        I; and 

	 
	 	 (c)      	 if the Purchaser is resident in Ontario, the Ontario
        Certificate attached as Appendix II. 



 2.4                             On
  the signing of this Agreement, the Purchaser will deliver to the Issuer’s
  legal counsel, Stikeman Elliott LLP, Suite 1700, Park Place, 666 Burrard Street,
  Vancouver, British Columbia V6C 2X8 (attention: C. Inge Poulus, telephone No.
  (604) 631-1371, fax No. (604) 681-1825), a certified cheque, money order or
  bank draft drawn on a Canadian chartered bank and made payable to “Stikeman
  Elliott LLP, in trust”, representing the total purchase price of the Units
  subscribed for by the Purchaser under this Agreement. The Issuer shall instruct
  Stikeman Elliott LLP to hold the Purchaser’s subscription funds in trust
  pending Closing in an interest-bearing trust account with interest on the Purchaser’s
  subscription funds accruing in favour of the Purchaser. If the Issuer declines
  to accept this Agreement or all of the conditions of purchase in section 4.1
  of this Agreement are not fulfilled or waived, Stikeman Elliott LLP will return
  such subscription funds to the Purchaser together with any interest accrued
  thereon in its trust account. 

 3.                              WARRANTS
  

 3.1                             Each
  full Warrant will entitle the Purchaser to purchase one Warrant Share at a price
  of $1.80 per Warrant Share, if exercised on or before 4:00 p.m. (Pacific
  Standard Time) on March 8, 2006. 








 3

 3.2                             The
  certificates representing the Warrants will refer to the terms and conditions
  which govern the Warrants and will include, among other things, provisions for
  the appropriate adjustment in the class, number, and price of the Warrant Shares
  issued on exercise of the Warrants if certain events occur, including any subdivision,
  consolidation, or reclassification of the Issuer's common shares, the payment
  of stock dividends, and the amalgamation of the Issuer. 

 3.3                             If
  the Purchaser exercises any Warrants, the Issuer will, in accordance with the
  certificates representing the Warrants: 

	 	 (a)      	 issue to the Purchaser the number of Warrant Shares
        equal to the number of Warrants exercised; and 

	 
	 	 (b)      	 deliver to the Purchaser a share certificate representing
        the Warrant Shares. 



 3.4                             Subject
  to the policies of the Exchange, 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.


 4.                              CONDITIONS
  OF PURCHASE 

 4.1                             The
  Purchaser acknowledges that the Issuer’s obligation to sell the Units
  to the Purchaser is subject to, among other things, the conditions that: 

	 	 (a)      	 the Purchaser duly completes, signs, and delivers
        to the Issuer’s legal counsel, Stikeman Elliott LLP (at the address
        set forth in section 2.4 hereof) a copy of this Agreement, together with
        all documents required by applicable securities legislation and the Exchange
        for delivery on the Purchaser’s behalf, including without limitation
        the documents described in section 2.3 hereof; 

	 
	 	 (b)      	 the Purchaser duly delivers to Stikeman Elliott
        LLP, in trust, the Purchaser’s subscription funds in accordance
        with section 2.4 hereof; 

	 
	 	 (c)      	 the Issuer accepts this subscription; 

	 
	 	 (d)      	 the sale of the Units is exempt from the prospectus
        requirements under the Acts and any other applicable securities legislation
        relating to the sale of the Units or all appropriate securities regulators
        issue all orders, consents, or approvals required to permit the sale without
        the Issuer having to register or file a prospectus; and 

	 
	 	 (e)      	 the Purchaser’s representations and warranties
        remain true and correct as at the Closing Date. 



 4.2                             The
  Issuer and the Purchaser acknowledge that the Issuer’s and Purchaser’s
  respective obligation to sell or purchase the Units is subject to, among other
  things, the conditions that Issuer shall have either: 

	 	 (a)      	 received subscriptions (including the Purchaser’s
        subscription for Units hereunder) for an aggregate of 3,290,324 Units
        and Stikeman Elliott LLP shall have received, in trust, in the aggregate
        subscription funds of $5,100,002.20 (including the Purchaser’s
        subscription funds), with closing of all subscriptions to be effected
        concurrently at Closing; or 












 4

	 	 (b)  	 (i)  	 received subscriptions (including
        the Purchaser’s subscription for Units hereunder) for an aggregate
        number of Units less than 3,290,324 and Stikeman Elliott LLP shall have
        received, in trust, all subscription funds (including the Purchaser’s
        subscription funds) in respect thereof, with closing of all subscriptions
        to be effected concurrently at Closing; and 

	 	  	 	 
	 	  	 (ii)  	 closed (or close concurrently
        with the subscriptions referred to in paragraph (b)(i)) a private placement
        to Jim Puplava, a director of the Issuer, or a company controlled by Mr.
        Puplava (in either case, “Puplava”) of a convertible debenture
        of the Issuer in such principal sum which, when converted into Units at
        $1.55 per Unit, results in such number of Units being issued which,
        when such number is added to the number of Units subscribed for pursuant
        to paragraph (b)(i), results in a total of 3,290,324 Units (the “Debenture”).
        Such Debenture shall bear interest at the rate of five per cent (5%) per
        annum, have a term of one year (subject to the Issuer’s right to
        repay the Debenture prior to its maturity date) and the principal amount
        of the Debenture shall be convertible into Units of the Issuer at a deemed
        price of $1.55 per Unit. 



 5.                              PURCHASER’S
  REPRESENTATIONS AND WARRANTIES 

 5.1                             The
  Purchaser acknowledges, represents, warrants and covenants to and with the Issuer
  that, as at the date of this Agreement and at the Closing Date: 

	 	 (a)      	 The Issuer has not filed a prospectus
        with any of the Commissions or any other securities commission or similar
        authority in connection with the offering of the Units and that: 

	 
	 	 	 (i)     
      
	 the Purchaser is restricted from using most of the
        civil remedies available under the Acts; 

	 
	 	 	 (ii)      
	 the Purchaser may not receive information that would
        otherwise be required to be provided to him under the Acts; 

	 
	 	 	 (iii)      
	 the Issuer is relieved from certain obligations
        that it would otherwise be required to give if it provided a prospectus
        under the Acts; 

	 
	 	 	 (iv)      
	 the issuance and sale of the Units to the Purchaser
        is subject to the sale being exempt from the prospectus requirements of
        the Acts; and 

	 
	 	 	 (v)      
	 the Purchaser has not received nor been provided
        with, nor has it requested, nor does it have any need to receive, any
        offering memorandum, prospectus, sales or advertising literature or any
        other document purporting to describe the business and affairs of the
        Issuer which has been prepared for delivery to, and review by, prospectus
        purchasers of Units on order to assist in making an investment decision
        in respect of the Units. 

	 
	 	 (b)      	 If the Purchaser is a resident of British
        Columbia, then either: 

	 
	 	 	 (i)      
	 the Purchaser is purchasing the Units as principal
        for its own account and not for the benefit of any other person and not
        with a view to the resale or distribution of all or any of the Securities
        and is an “accredited investor” as defined in MI 45-103, and
        the Purchaser has completed , signed and delivered to the Issuer, an Appendix
        I – British Columbia/Alberta Certificate; or 












 5

	 	 	 (ii)      	 the Purchaser is purchasing the Units
        as principal for its own account and not for the benefit of any other
        person and not with a view to the resale of distribution of all or any
        of the Securities and is either: 

	 
	 	 	 	 (A)     
      
	 a director, senior 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, senior officer or control person of the Issuer or
        an affiliate of the Issuer; or 

	 
	 	 	 	 (C)      
	 a parent, grandparent, brother, sister or child
        of the spouse of a director, senior officer or control person of the Issuer
        or an affiliate of the Issuer; or 

	 
	 	 	 	 (D)      
	 a close personal friend of a director, senior officer
        or control person of the Issuer or an affiliate of the Issuer; or 

	 
	 	 	 	 (E)      
	 a close business associate of a director, senior
        officer or control person of the Issuer or an affiliate of the Issuer;
        or 

	 
	 	 	 	 (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; or 

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

	 
	 	 	 	 (H)      
	 a company of which a majority of the voting securities
        are beneficially owned by or a majority of the directors are persons or
        companies described in paragraphs (A) to (G) above; or 

	 
	 	 	 	 (I)      
	 a trust or estate of which all the beneficiaries
        or a majority of the trustees are persons or companies described in paragraphs
        (A) to (G) above; 

	 
	 	 	 	 and the Purchaser has completed, signed
        and delivered to the Issuer, an Appendix I – British Columbia/Alberta
        Certificate; or 

	 
	 	 	 (iii)      	 the Purchaser is purchasing sufficient
        Units so that the aggregate acquisition cost of the Units to the Purchaser
        is not less than $97,000, and if the Purchaser is not an individual,
        the Purchaser is not a corporation, partnership, trust, fund, association,
        or any other organized group of persons created solely or used primarily
        to permit the purchase of the Units (or other similar purchases) without
        a prospectus by a group of individuals whose individual share of the aggregate
        acquisition cost of the Units is less than $97,000 and is either:
      

	 
	 	 	 	 (A)      
	 purchasing the Units as principal for investment
        purposes, for its own account and not for the benefit of any other person
        and not with a view to the resale of distribution of all or any of the
        Securities, and it will be the sole beneficial owner of the Securities;
        or 

	 
	 	 	 	 (B)      
	 not purchasing the Units as principal, but is duly
        authorized to enter into this Agreement and to sign all documents in connection
        with the purchase on behalf of each beneficial purchaser, and it acknowledges
        that the Issuer may in the future be required by law to disclose on a
        confidential basis to 









 6

	 	 	 	 	securities regulatory authorities the identity
      of each beneficial purchaser of the Units for whom it is acting, and is
      either:
	 	 	 	 	 	 
	 	 	 	 	 (1) 	 a trust company, insurance company or a portfolio manager which is deemed
      under the BC Act to be purchasing the Units as principal and the aggregate
      acquisition cost of the Units purchased for all the accounts managed by
      it is not less than $97,000; or 
	 	 	 	 	 	 
	 	 	 	 	(2) 	acting as agent for one or more disclosed principals, each of whom is
      purchasing a portion of the Units: (i) as principal for its own account;
      (ii) not for the benefit of any other person; (iii) not with a view to the
      resale or distribution of all or any of the Securities and (iv) sufficient
      in number so the aggregate acquisition cost of such Units for such principal
      is not less than $97,000, and the principal is not a corporation, syndicate,
      partnership, or other form of incorporated or unincorporated entity or organization
      created solely to permit the purchase of such Units (or other similar purchases)
      by a group of individuals whose individual share of the aggregate acquisition
      cost of such Units is less than $97,000; or 




	 	 (c)      	 If the Purchaser is a resident of Alberta, then either: 
	 
	 	 	 (i)     
      
	 the Purchaser is purchasing the Units
        as principal for its own account and not for the benefit of any other
        person and not with a view to the resale or distribution of all or any
        of the Securities and is an “accredited investor” as defined
        in MI 45-103, and the Purchaser has completed Section 1 of, and signed
        and delivered to the Issuer, an Appendix I – British Columbia/Alberta
        Certificate; or 

	 
	 	 	 (ii)      
	 the Purchaser is purchasing the Units
        as principal for its own account and not for the benefit of any other
        person and not with a view to the resale of distribution of all or any
        of the Securities and is either: 

	 
	 	 	 	 (A)     
      
	 a director, senior 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, senior officer or control person of the Issuer or
        an affiliate of the Issuer; or 

	 
	 	 	 	 (C)      
	 a parent, grandparent, brother, sister or child
        of the spouse of a director, senior officer or control person of the Issuer
        or an affiliate of the Issuer; or 

	 
	 	 	 	 (D)      
	 a close personal friend of a director, senior officer
        or control person of the Issuer or an affiliate of the Issuer; or 

	 
	 	 	 	 (E)      
	 a close business associate of a director, senior
        officer or control person of the Issuer or its affiliate; or 

	 
	 	 	 	 (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, or 

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












 7

	 	 	 	 (H)     
      
	 a company of which a majority of the voting
        securities are beneficially owned by or a majority of the directors are
        persons or companies described in paragraphs (A) to (E) above; or 

	 
	 	 	 	 (I)      
	 a trust or estate of which all the beneficiaries
        or a majority of the trustees are persons or companies described in paragraphs
        (A) to (E) above; 

	 
	 	 	 	 and the Purchaser has completed and signed
        and delivered to the Issuer, an Appendix I – British Columbia/Alberta
        Certificate; or 

	 
	 	 	 (iii)      	 the Purchaser is purchasing sufficient
        Units such that the aggregate acquisition cost of the Units is not less
        than $97,000, and the Purchaser is: 

	 
	 	 	 	 (A)      
	 an individual; 

	 
	 	 	 	 (B)      
	 a corporation, syndicate, partnership
        or other form of unincorporated organization which pre-existed the offering
        of the Units and has a bona fide purpose other than investment in the
        Units; or 

	 
	 	 	 	 (C)      
	 a corporation, syndicate, partnership
        or other form of unincorporated organization created to permit an investment
        in the Units, where the individual share of the aggregate acquisition
        cost for each member or participant of such organization is not less than
        $97,000; and 

	 
	 	 	 	 the Purchaser either: 

	 
	 	 	 	 (A)      
	 is purchasing the Units as principal and
        no other person, corporation, firm or other organization will have a beneficial
        interest in the Securities; or 

	 
	 	 	 	 (B)      
	 is not purchasing the Units as principal,
        but is duly authorized to enter into this Agreement and to sign all documentation
        in connection with the purchase on behalf of each beneficial purchaser,
        it acknowledges that the Issuer is required by law to disclose on a confidential
        basis to certain regulatory authorities, the identity of each beneficial
        purchaser of Units for whom it may be acting, it and each beneficial purchaser
        are resident in the jurisdiction set out on page 1 and 2 of this Agreement,
        and it fully complies with the criteria set forth below: 

	 
	 	 	 	 	 a.     
      
	 it is trading for accounts fully managed by it and
        is a trust corporation trading as trustee or an agent, a portfolio manager
        trading as an agent, or a person or company trading as agent that, except
        for an exemption under the Alberta Act , is required to be registered
        as a portfolio manager; or 

	 
	 	 	 	 	 b.      
	 it is acting as agent for one or more disclosed
        principals, each of which principals is purchasing a portion of the Units
        such that the aggregate acquisition cost of such Units is not less than
        $97,000, and each such principal is either: (i) and individual; (ii)
        a corporation, syndicate, partnership or other form of unincorporated
        organization which pre- existed the offering of the Units and has a bona
        fide purpose other than investment in the Units; or (ii) a corporation,
        syndicate, partnership or other form of 









 8

	 	 	 	 	 	unincorporated organization created to permit an
        investment in the Units, where the individual share of the aggregate acquisition
        cost for each member or participant of such organization is not less than
        $97,000; or 





	 	 (d)      	 If the Purchaser is resident in Ontario,
        then either: 

	 
	 	 	 (i)     
      
	 the Purchaser is purchasing the Units as principal
        for its own account and not for the benefit of any other “person”
        (as defined in the Ontario Act) or company and is an “accredited
        investor” as defined in Rule 45-501 and the Purchaser has completed,
        signed and delivered to the Issuer an Appendix II – Ontario Certificate;
        or 

	 
	 	 	 (ii)      
	 the Purchaser is purchasing the Units as agent for
        a disclosed principal, each beneficial purchaser of the Units for whom
        it is acting as agent is purchasing as principal for its own account and
        not for the benefit of any other person, is an “accredited investor”
        as defined in OSC Rule 45-501 and the Purchaser has completed, signed
        and delivered to the Issuer, an Appendix II – Ontario Certificate,
        and the Purchaser is an agent with due and proper authority to execute
        all documentation in connection with the purchase on behalf of the beneficial
        purchaser. 

	 
	 	 (e)      	 The Purchaser, if not a resident of British
        Columbia, certifies that it is not resident in British Columbia and acknowledges
        that: 

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

	 
	 	 	 (ii)      
	 there is no government or other insurance covering
        the Securities; 

	 
	 	 	 (iii)      
	 there are risks associated with the purchase of
        the Securities; 

	 
	 	 	 (iv)      
	 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; and 

	 
	 	 	 (v)      
	 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 Acts and, as a consequence of acquiring Securities
        pursuant to this exemption, certain protections, rights and remedies provided
        by the Acts, including statutory rights of rescission or damages, will
        not be available to the Purchaser. 

	 
	 	 (f)      	 If the Purchaser is resident outside of
        Canada, the Purchaser: 

	 
	 	 	 (i)      
	 is knowledgeable of, or has been independently advised
        as to the applicable securities laws of the securities regulatory authorities
        (the “Authorities”) having application in the jurisdiction
        in which the Purchaser is resident (the “International Jurisdiction”)
        which would apply to the acquisition of the Units, if any; 

	 
	 	 	 (ii)      
	 is purchasing the Units pursuant to exemptions from
        the prospectus and registration requirements under the applicable securities
        laws of the Authorities in the 












 9

	 	 	  	International Jurisdiction or, if such is not applicable
        the Purchaser is permitted to purchase the Units under the applicable
        securities laws of the Authorities in the International Jurisdiction without
        the need to reply on any exemption; and 

	 
	 	 	 (iii)   
          
	 the applicable securities laws of the Authorities
        in the International Jurisdiction do not require the Issuer to make any
        filings or seek any approvals of any nature whatsoever from any Authority
        of any kind whatsoever in the International Jurisdiction in connection
        with the issue and sale or resale of the Units. 

	 
	 	 (g)      
	 The purchase of the Units has not been
        made through or as a result of, and the distribution of the Units has
        not been accompanied by, an advertisement in printed media of general
        and regular paid subscription, radio, or television. 

	 
	 	 (h)      
	 No person has made to the Purchaser any
        written or oral representations: 

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

	 
	 	 	 (ii)      
	 that any person will refund the purchase price of
        the Units or the Warrant Shares; 

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

	 
	 	 	 (iv)      
	 that the Securities will be listed and posted for
        trading on a stock exchange or that an application has been made to list
        and post the Securities for trading on a stock exchange, other than the
        Shares on the Exchange. 

	 
	 	 (i)      
	 The Purchaser is not a “control
        person” of the Issuer as defined in the BC Act, will not become
        a “control person” by virtue of the purchase of any of the
        Securities, and does not intend to act in concert with any other person
        to form a control group of the Issuer. 

	 
	 	 (j)      
	 The Purchaser is resident in the jurisdiction
        indicated on the cover page to this Agreement and: 

	 
	 	 	 (i)      
	 the Purchaser is not a national, citizen, or resident
        of the United States of America or its territories or possessions (a “U.S.
        Person”) and is not purchasing the Units for the account or benefit
        of a U.S. Person; 

	 
	 	 	 (ii)      
	 the Issuer did not offer the Units to the Purchaser
        when the Purchaser was in the United States; and 

	 
	 	 	 (iii)      
	 the Purchaser did not sign or deliver this Agreement
        in the United States. 

	 
	 	 (k)      
	 The Purchaser acknowledges that the Securities
        have not been registered under the 1933 Act or the securities laws of
        any state of the United States, 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 regarding any of the Securities. 

	 
	 	 (l)      
	 The Units are not being acquired directly
        or indirectly, for the account or benefit of a U.S. Person or a person
        in the United States and the Purchaser does not have any agreement or
        understanding (either written or oral) with any U.S. Person or a person
        in the United States respecting: 

	 
	 	 	 (i)      
	 the transfer or assignment of any rights or interest
        in any of the Securities; 












 10

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

	 
	 	 	 (iii)   
          
	 the voting of the Shares or the Warrant Shares.
      

	 
	 	 (m)      	 The Purchaser has no knowledge of a “material
        fact” or “material change” (as those terms are defined
        in the Acts) in the Issuer’s affairs that has not been generally
        disclosed to the public, save knowledge of this particular transaction.
      

	 
	 	 (n)      	 If the Purchaser is an individual, the
        Purchaser has attained the age of majority and is legally competent to
        enter into and sign this Agreement and to take all actions required pursuant
        hereto, and if the Purchaser is a corporation, the Purchaser is duly incorporated
        and validly subsisting under the laws of its jurisdiction of incorporation,
        and its directors, shareholders, and others have given all necessary approvals
        to authorize the signing of this Agreement on the Purchaser’s behalf.
      

	 
	 	 (o)      	 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 part or by which it is or may be bound. 

	 
	 	 (p)      	 The Purchaser has duly signed and delivered
        this Agreement and this Agreement constitutes a legal, valid, and binding
        agreement of the Purchaser enforceable against the Purchaser in accordance
        with its terms. 

	 
	 	 (q)      	 The Purchaser has obtained independent
        advice as to the applicable hold period imposed on the Securities by MI
        45-102, other securities legislation and the Exchange, and confirms that
        the Issuer has made no representations regarding the applicable hold periods
        for the Securities, and the Purchaser 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 MI 45-102,
        other applicable securities legislation and the Exchange’s policies.
      

	 
	 	 (r)      	 If required by applicable securities legislation,
        policy, or order or by any securities commission, stock exchange or other
        regulatory authority or the Issuer, the Purchaser will sign, deliver,
        file, and otherwise assist the Issuer in filing all reports, undertakings,
        and other documents required with respect to the issue of the Securities.
      

	 
	 	 (s)      	 The Purchaser makes the representations,
        warranties, covenants, and acknowledgements contained in this Agreement
        and in any other Appendices, documents, or materials signed and delivered
        by the Purchaser hereunder with the intent that the Issuer and its professional
        advisors may rely on them in determining the Purchaser’s eligibility
        or, if applicable, the eligibility of others on whose behalf the Purchaser
        is contracting to 












 11

	 	 	 purchase the Units, and the Purchaser agrees to
        indemnify the Issuer against all losses, claims, costs, expenses, and
        damages or liabilities which the Issuer may suffer or incur caused by
        or arising from its reliance thereon. 

	 
	 	 (t)      	 The Purchaser agrees that the above representations,
        warranties, covenants, and acknowledgements will be true and correct both
        as of the signing date of this Agreement and as of the Closing Date and
        that they will survive the Purchaser’s purchase of the Units and
        will continue in full force and effect even if the Purchaser subsequently
      

	 
	 	 (u)      	 disposes of any of the Securities. The Purchaser
        undertakes to notify the Issuer immediately of any change in any representation,
        warranty, or other information relating to the Purchaser set forth herein
        which takes place before the Closing Date. 



 6.                              ISSUER’S
  REPRESENTATIONS AND WARRANTIES 

 6.1                             The
  Issuer represents and warrants that, as of the date of this Agreement and at
  the Closing Date: 

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

	 
	 	 (b)      	 the Issuer’s common shares are listed and
        posted for trading on the Exchange; 

	 
	 	 (c)      	 the Issuer is presently a reporting issuer in British
        Columbia, Alberta and Ontario and will use reasonable efforts to remain
        a reporting issuer who is not in default of the requirements of the Acts;
      

	 
	 	 (d)      	 the Issuer’s authorized capital consists of
        80,000,000 common shares without par value, of 30,428,004 are issued and
        outstanding as at the date hereof, and the Issuer’s outstanding
        shares are fully paid and non-assessable; 

	 
	 	 (e)      	 the Issuer will reserve sufficient shares in its
        treasury to issue the Shares and the Warrant Shares on exercise of the
        Warrants; 

	 
	 	 (f)      	 except as qualified by the disclosure in all prospectuses,
        filing statements, annual information forms, financial statements and
        news releases filed with any of the Regulatory Authorities (collectively,
        the “Disclosure Record”), the Issuer 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, all agreements
        by which the Issuer holds an interest in a property, business, or assets
        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; 

	 
	 	 (g)      	 the Disclosure Record, the Agreement, and all other
        written representations made by the Issuer to the Purchaser in connection
        with the Private Placement are and will be accurate in all material respects
        and omit no fact, the omission of which does or will make representations
        misleading or incorrect; 

	 
	 	 (h)      	 the financial statements most recently filed with
        the Commission have been prepared in accordance with generally accepted
        accounting principles in Canada, accurately reflect the Issuer’s
        financial position and all of its material liabilities (accrued, absolute,
        contingent, or otherwise) as at the date thereof, and no adverse material
        changes in the 












 12

	 	 	 Issuer’s financial position have taken place
        since the date thereof, save in the ordinary course of the Issuer's business;
      

	 
	 	 (i)      	 the Issuer will use its commercially reasonable
        efforts to seek and obtain the acceptance for the Private Placement by
        the Exchange and will make all filings required under the exemptions from
        registration and prospectus requirements available under the Acts in respect
        of the Private Placement; 

	 
	 	 (j)      	 there is no “material change”, as defined
        in the BC Act, relating to the Issuer or change in any “material
        fact”, as defined in the BC Act, relating to any of the Securities
        which has not been or will not be fully disclosed in accordance with the
        requirements of the Acts and the policies of the Exchange; 

	 
	 	 (k)      	 the issue and sale of the Securities by the Issuer
        do not and will not conflict with, and do not and will not result in a
        breach of, any of the terms of the Issuer's incorporating documents or
        any agreement or instrument to which the Issuer is a party; 

	 
	 	 (l)      	 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 are contemplated or have been threatened
        except as disclosed in the Disclosure Record; 

	 
	 	 (m)      	 there are no judgements against the Issuer or any
        of its subsidiaries, if any, which are unsatisfied, nor are there any
        consent decrees or injunctions to which the Issuer or any of its subsidiaries,
        if any, is subject; 

	 
	 	 (n)      	 the Issuer has, or will have by the Closing Date,
        authorized this Agreement by all necessary corporate action, and the Issuer
        has full corporate power and authority to undertake the Private Placement;
      

	 
	 	 (o)      	 no order ceasing or suspending trading in securities
        of the Issuer nor prohibiting the sale of securities has been issued to
        and is outstanding against the Issuer or its directors, officers, or promoters
        and no investigations or proceedings for such purposes are pending or
        threatened; 

	 
	 	 (p)      	 except as disclosed in the Disclosure Record or
        to the Regulatory Authorities, 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 shares of the Issuer or its subsidiaries, if any, or any
        other security convertible into or exchangeable for any shares, or to
        require the Issuer or its subsidiaries, if any, to purchase, redeem, or
        otherwise acquire any of its issued and outstanding shares; and 

	 
	 	 (q)      	 the Securities will be subject to a hold period
        in British Columbia expiring four months from the Closing Date. 



 7.                              RESALE
  RESTRICTIONS 

 7.1                             The
  Purchaser acknowledges that the Securities will be subject to restrictions on
  resale imposed by MI 45-102 and other applicable securities legislation until:


	 	 (a)      	 the applicable statutory hold period has expired,
        which in British Columbia, Alberta and Ontario will be four months from
        the issue date of the Shares and Warrants; or 












 13

	 	 (b)      	 a further statutory exemption under the BC Act or
        applicable securities legislation is available to the Purchaser and the
        prior consent of the Exchange is obtained; or 

	 
	 	 (c)      	 an appropriate discretionary order is obtained under
        applicable securities legislation and the prior consent of the Exchange
        is obtained; or 

	 
	 	 (d)      	 the Purchaser, if a control person, has satisfied
        all conditions relating to sales by control persons set out in MI 45-102.
      



 7.2                             The
  Purchaser agrees to consult his own legal advisors regarding the statutory resale
  restrictions applicable to the Securities before the resale of any of the Securities.


 7.3                             The
  certificates representing the Securities will bear a legend denoting the resale
  restrictions imposed by MI 45-102, other applicable securities legislation and
  the Exchange. The Purchaser agrees to sell, assign, or transfer the Securities
  only in accordance with these legends and the requirements of MI 45-102, other
  applicable securities legislation and the Exchange. 

 8.                              FINDER
  

 8.1                             The
  parties hereto acknowledge and agree that the Private Placement constitutes
  a non-brokered private placement and the Purchaser hereby acknowledges and agrees
  that no finder’s fee has been paid or is payable to any third party for
  having acted as finder in connection with the Private Placement, except as set
  out under “Information regarding the finder, if any” on page 3 of
  the subscription to which this Schedule “A” is attached. 

 9.                              CLOSING
  DATE 

 9.1                             The
  Closing Date will take place on February 22, 2005 or such later date as may
  be approved by the Issuer, at its sole discretion, in writing. 

 9.2                             On
  the Closing Date: 

	 	 (a)      	 the Issuer shall either: 

	 
	 	 	 (i)     
      
	 close the subscriptions for 3,290,324 Units (including
        the Units subscribed for by the Purchaser) and not less than 3,290,324
        Units; or 

	 
	 	 	 (ii)      
	 close the subscription by Puplava for the Debenture
        and such number of Units as will total 3,290,324 Units (including the
        Units subscribed for by the Purchaser and after giving effect to conversion
        of the Debenture into Units at $1.55 per Unit). 

	 
	 	 (b)      	 the subscription funds for the Units subscribed
        for by the Purchaser and deposited by the Purchaser with Stikeman Elliott
        LLP in trust shall be released and delivered to the Issuer; and 

	 
	 	 (c)      	 the Issuer will issue and deliver to the
        Purchaser the certificates representing the Shares and Warrants purchased
        by the Purchaser registered as instructed on page 2 of this Agreement.
      












 14

 9.3                             If
  Closing has not occurred on or before March 21, 2005, the Purchaser’s
  subscription documentation delivered to Stikeman Elliott LLP pursuant to section
  2.3 hereof shall be returned to the Purchaser and the Purchaser’s subscription
  funds delivered to Stikeman Elliott LLP pursuant to section 2.4 hereof shall
  be refunded to the Purchaser together with interest accrued thereon in the trust
  account of Stikeman Elliott LLP. 

 10.                             COLLECTION
  OF PERSONAL INFORMATION. 

 10.1                            The
  Purchaser acknowledges and consents to the fact that the Issuer is collecting
  and will use and disclose the Purchaser’s personal information for the
  purpose of fulfilling this Agreement and for the purpose of complying with applicable
  securities laws. The Purchaser further acknowledges and consents to the fact
  that the Issuer may be required by the applicable securities laws to provide
  the Regulatory Authorities or other authorities pursuant to the Proceeds
  of Crime (Money Laundering) Act (Canada) with any personal information provided
  by the Purchaser. 

 11.                             NOTICE
  

 11.1                            Any
  notice under this Agreement will be given in writing and must be delivered,
  sent by facsimile transmission, or mailed by prepaid post and addressed to the
  party to which notice is to be given at the address indicated above, or at another
  address designated by the party in writing. 

 11.2                            If
  notice is sent by facsimile transmission or is delivered, it will be deemed
  to have been given at the time of transmission or delivery. 

 11.3                            If
  notice is mailed, it will be deemed to have been received 48 hours following
  the date of mailing of the notice. 

 11.4                            If
  there is an interruption in normal mail service due to strike, labour unrest,
  or other cause at or prior to the time a notice is mailed, the notice will be
  sent by facsimile transmission or will be delivered. 

 12.                             MISCELLANEOUS
  

 12.1                            A
  party may not assign this Agreement without the other party’s written
  consent. 

 12.2                            All
  references to currency refer to Canadian dollars. 

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

 12.4                            Except
  as expressly provided in this Agreement and in the agreements, instruments,
  and other documents contemplated or provided for herein, this Agreement contains
  the entire agreement between the parties regarding 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. 

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

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

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








 15

 12.8                            This
  Agreement will be governed by and construed in accordance with the laws of British
  Columbia and the parties irrevocably attorn and submit to the jurisdiction of
  the court of British Columbia with respect to any dispute related to this Agreement.


 12.9                            The
  parties may sign this Agreement in any number of counterparts and may deliver
  this Agreement by facsimile, all of which, when taken together, will be deemed
  to be one and the same document. 









APPENDIX I 


To be completed by British Columbia and Alberta Accredited Investors 

 To:            Kimber
  Resources Inc. 

 The Purchaser and any beneficial purchaser for whom the Purchaser
  is acting certifies that the Purchaser or such beneficial purchaser for whom
  the Purchaser is acting is a resident of or otherwise subject to the securities
  legislation of the Provinces of British Columbia or Alberta and the Purchaser
  or the beneficial purchaser, as applicable, is an “accredited investor”,
  as such term is defined in Multilateral Instrument 45-103 – Capital Raising
  Exemptions (“MI 45-103”), is purchasing the securities as
  principal and, as at the Closing Date, the Purchaser or the beneficial purchaser,
  as applicable, falls within one or more of the following categories (Please
  check one or more, as applicable): 

	 ̈	 (a)  	 a Canadian financial institution,
        or an authorized foreign bank listed in Schedule III of the Bank Act
        (Canada);

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

	 	 	 
	 ̈	 (c)  	 an association under the Cooperative
        Credit Associations Act (Canada) located in Canada or a central cooperative
        credit society for which an order has been made under subsection 473(1)
        of that Act;

	 	 	 
	 ̈	 (d)  	 a subsidiary of any person
        or company referred to in paragraphs (a) to (c), if the person or company
        owns all of the voting securities of the subsidiary, except the voting
        securities required by law to be owned by directors of that subsidiary;

	 	 	 
	 ̈	 (e)  	 a person or company registered
        under the securities legislation of a jurisdiction of Canada as an adviser
        or dealer, other than a limited market dealer registered under the Securities
        Act (Ontario) or the Securities Act (Newfoundland and Labrador);

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

	 	 	 
	 ̈	 (g)  	 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;

	 	 	 
	 ̈	 (h)  	 a municipality, public board
        or commission in Canada;

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

	 	 	 
	 ̈	 (j)  	 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;

	 	 	 
	 ̈	 (k)  	 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;

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









 – 2 – 

	 ̈	 (m)  	 a person or company, other
        than a mutual fund or non-redeemable investment fund, that, either alone
        or with a spouse, has net assets of at least $5,000,000, and unless
        that person or company is an individual, that amount is shown on its most
        recently prepared financial statements;

	 	 	 
	 ̈	 (n)  	 a mutual fund or non-redeemable
        investment fund that, in the local jurisdiction, distributes its securities
        only to persons or companies that are accredited investors;

	 	 	 
	 ̈	 (o)  	 a mutual fund or non-redeemable
        investment fund that, in the local jurisdiction, is distributing or has
        distributed its securities under one or more prospectuses for which the
        regulator has issued receipts;

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

	 	 	 
	 ̈	 (q)  	 a person or company trading
        as agent on behalf of a fully managed account if that person or company
        is registered or authorized to carry on business under the securities
        legislation of a jurisdiction of Canada or a foreign jurisdiction as a
        portfolio manager or under an equivalent category of adviser or is exempt
        from registration as a portfolio manager or the equivalent category of
        adviser; or

	 	 	 
	 ̈	 (r)  	 a registered charity under
        the Income Tax Act (Canada) that, in regard to the trade, has obtained
        advice from an eligibility advisor or other advisor registered to provide
        advice on the securities being traded;

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

	 	 	 
	 ̈
    	 (t)  	 a person or company in respect
        of which all of the owners of interests, direct or indirect, legal or
        beneficial, except the voting securities required by law to be owned by
        directors, are persons or companies that are accredited investors.



 For the purposes hereof, the following definitions are included for convenience:


	 	“affiliate” means an
      issuer connected with another issuer because 
	 	 	 
	 	 (a)      	 one of them is the subsidiary of the other, or 

	 	 	 
	 	 (b)      	 each of them is controlled by the same person; 

	 	 	 
	 	“beneficial ownership”
      occurs 




	 	 (a)      	 for the purposes of British Columbia law,
        when a person beneficially owns securities that are beneficially owned
        by 

	 
	 	 	 (i)     
      
	 an issuer controlled by that person, or 

	 
	 	 	 (ii)      
	 an affiliate of that person or an affiliate of an
        issuer controlled by that person; 

	 
	 	 (b)      	 for the purposes of Alberta law, when
        a person beneficially owns securities that are beneficially owned by 

	 
	 	 	 (i)      
	 a company controlled by that person or an affiliate
        of that company, 









 – 3 – 

	 	 	 (ii)     
      
	 an affiliate of that person, or 

	 	 	 	 
	 	 	 (iii)   
          
	 through a trustee, legal representative, agent or
        other intermediary of that person; 

	 	 	 	 
	 	“Canadian financial
        institution” means a bank, loan corporation, trust company,
        insurance company, treasury branch, credit union or caisse populaire that,
        in each case, is authorized to carry on business in Canada or a jurisdiction,
        or the Confédération des caisses populaires et d’économie
        Desjardins du Québec; 

       “control” occurs if 





	 	 (a)      	 for the purposes of British Columbia law,
      

	 
	 	 	 (i)     
      
	 voting securities of a first party (person or company)
        are held, other than by way of security only, by or for the benefit of
        a second party (person or company), and 

	 
	 	 	 (ii)      
	 the voting rights attached to those voting securities
        are entitled, if exercised, to elect a majority of the directors of the
        first party; and 

	 
	 	 (b)      	 for the purposes of Alberta law, 

	 
	 	 	 (i)      
	 voting securities of a first party (person or company)
        carrying more than 50% of the votes that may be cast to elect directors
        are held, other than for the purpose of giving collateral for a bona fide
        debt, by or for the benefit of a second party (person or company); and
      

	 
	 	 	 (ii)      
	 the votes carried by the securities referred to
        in (a) are sufficient, if exercised, to elect a majority of the board
        of directors of the first party; 

	 	 	 	 
	 	“director” means 




	 	 (a)      	 for the purpose of British Columbia law, a director
        of a corporation or an individual occupying or performing, with respect
        to a corporation or any other person, a similar position or similar functions;
        and 

	 	 	 
	 	 (b)      	 for purposes of Alberta law, a person acting in
        a capacity similar to that of a director of a company or corporation;
      

	 	 	 
	 	“financial assets”
        means cash and securities; 

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

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

       “local jurisdiction” means the jurisdiction
        in which the applicable securities regulatory authority is situate; 

       “mutual fund” includes an issuer
        of securities that entitles the holder to receive on demand, or within
        a specified period after demand, an amount computed by reference to the
        value of a 








 – 4 –

	 	proportionate interest
        in the whole or in a part of the net assets, including a separate fund
        or trust account, of the issuer of the securities; 

       “person or company” includes 

	 	 	 
	 	 (a)     
      
	 for the purposes of British Columbia law, an individual,
        corporation, partnership, party, trust, fund, association and any other
        organized group of persons and the personal or other legal representative
        of a person to whom the context can apply according to law, and 

	 	 	 
	 	 (b)     
      
	 for the purposes of Alberta, an individual, partnership,
        unincorporated or incorporated association, unincorporated or incorporated
        syndicate, unincorporated or incorporated organization, trust, trustee,
        executor, administrator or other legal representative. 

	 	 	 
	 	“regulator” means 

	 	 
	 	(a)  
	the Executive Director, as defined under section
        1 of the Securities Act (Alberta), 

	 	 	 
	 	(b)
	the Executive Director, as defined under section
        1 of the Securities Act (British Columbia), 

	 	 	 
	 	and such other person as is referred to in
        Appendix D of National Instrument 14-101 – Definitions; 

       “related liabilities” means 

	 	 	 
	 	(c)
	liabilities incurred or assumed for the purpose of
        financing the acquisition or ownership of financial assets; and 

	 	 	 
	 	(d) 
	liabilities that are secured by financial assets;
      

	 	 	 
	 	“securities legislation”
        means 

	 	 	 
	 	(a)  
	for British Columbia, the Securities Act (British
        Columbia) and the regulations, rules and forms under such Act and the
        blanket rulings and orders issued by the British Columbia Securities Commission;
      

	 	 	 
	 	(b)
	for Alberta, the Securities Act (Alberta)
        and the regulations and rules under such Act and the blanket rulings and
        orders issued by the Alberta Securities Commission; and 

	 	 	 
	 	(c)  
	for other Canadian jurisdictions, such other statutes
        and instruments as are listed in Appendix B of National Instrument 14-101
        – Definitions;

	 	 	 
	 	“securities regulatory authority”
        means 

	 	 	 
	 	(a) 
	the British Columbia Securities Commission; 

	 	 	 
	 	(b)
	the Alberta Securities Commission; and 

	 	 	 
	 	(c) 
	in respect of any local jurisdiction other than Alberta
        or British Columbia, means the securities commission or other regulatory
        authority listed in Appendix C of National Instrument 14-101 – Definitions;
        and 








 – 5 –

	 	“voting security”
        means any security which: 

	 	 	 
	 	 (a)     
      
	 is not a debt security; and 

	 	 	 
	 	 (b)     
      
	 carries a voting right either under all circumstances
        or under some circumstances that have occurred and are continuing. 

	 	 	 
	 	BRITISH COLUMBIA SPECIFIC DEFINITION 

       “spouse”, means, for the purposes
        of British Columbia law, a person who 

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

	 	 	 
	 	(b)  
	is living and cohabitating with another person in
        a marriage-like relationship, including a marriage-like relationship between
        persons of the same gender. 



EXECUTED by the Purchaser at ____________________________________ this______
  day of _________________, 20 ______. 

	 If a corporation, partnership or other entity: 
    	 	 If an individual:  
	 	 	 
	 	 	 
	 Print Name of Purchaser  	 	 Print Name  
	 	 	 
	 	 	 
	 Signature of Authorized Signatory  	 	 Signature  
	 	 	 
	 	 	 
	 Name and Position of Authorized Signatory 
    	 	 Jurisdiction of Residence  
	 	 	 
	 	 	 
	 Jurisdiction of Residence  	 	  












APPENDIX II 

 To be completed by Ontario Accredited Investors 

	To:  	Kimber Resources Inc.  


The Purchaser and any beneficial purchaser for whom the Purchaser
  is acting certifies that the Purchaser  or such beneficial purchaser for
  whom the Purchaser is acting is a resident of or otherwise subject to the 
  securities legislation of Ontario and the Purchaser or the beneficial purchaser,
  as applicable, is an  “accredited investor”, as such term is
  defined in Ontario Securities Commission Rule 45-501 – Exempt  Distribution
  (“OSC Rule 45-501”) is purchasing the Securities as principal,
  as at the Closing Date, the  Purchaser or the beneficial purchaser, as
  applicable, falls within one or more of the following categories  (Please
  check one or more, as applicable):

	 ̈	 (a)  	 a bank listed in Schedule
        I or II of the Bank Act (Canada), or an authorized foreign bank
        listed in Schedule III of that Act;

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

	 	 	 
	 ̈	 (c)  	 a loan corporation or trust
        corporation registered under the Loan and Trust Corporations Act
        (Ontario) or under the Trust and Loan Companies Act (Canada),
        or under comparable legislation in any other jurisdiction;

	 	 	 
	 ̈	 (d)  	 a co-operative credit society,
        credit union central, federation of caisses populaires, credit union or
        league, or regional caisse populaire, or an association under the Cooperative
        Credit Associations Act (Canada), in each case, located in Canada;

	 	 	 
	 ̈	 (e)  	 a company licensed to do
        business as an insurance company in any jurisdiction;

	 	 	 
	 ̈	 (f)  	 a subsidiary entity of any
        person or company referred to in paragraph (a), (b), (c), (d) or (e),
        where the person or company owns all of the voting shares of the subsidiary
        entity;

	 	 	 
	 ̈	 (g)  	 a person or company registered
        under the Securities Act (Ontario) or securities legislation in
        another jurisdiction as an adviser or dealer, other than a limited market
        dealer;

	 	 	 
	 ̈	 (h)  	 the government of Canada
        or of any jurisdiction, or any crown corporation, instrumentality or agency
        of a Canadian federal, provincial or territorial government;

	 	 	 
	 ̈	 (i)  	 any Canadian municipality
        or any Canadian provincial or territorial capital city;

	 	 	 
	 ̈	 (j)  	 any national, federal, state,
        provincial, territorial or municipal government of or in any foreign jurisdiction,
        or any instrumentality or agency thereof;

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

	 	 	 
	 ̈	 (l)  	 a registered charity under
        the Income Tax Act (Canada);

	 	 	 
	 ̈	 (m)  	 an individual who beneficially
        owns, or who together with a spouse beneficially own, financial assets
        having an aggregate realizable value that, before taxes but net of any
        related liabilities (as defined below), exceeds $1,000,000;

	 	 	 
	 ̈	 (n)  	 an individual whose net
        income before taxes exceeded $200,000 in each of the two most recent
        years or whose net income before taxes combined with that of a spouse
        exceeded $300,000 in each of those years and who, in either case,
        has a reasonable expectation of exceeding the same net income level in
        the current year;

	 	 	 
	 ̈	 (o)  	 an individual who has been
        granted registration under the Securities Act (Ontario) or securities
        legislation in another jurisdiction as a representative of a person or
        company referred to in paragraph (g), whether or not the individual’s
        registration is still in effect;









 – 2 – 

	 ̈	 (p)  	 a promoter of the issuer
        or an affiliated entity of a promoter of the issuer; 

	 	 	 
	 ̈	 (q)  	 a spouse, parent, brother,
        sister, grandparent or child of an officer, director or promoter of the
        issuer;

	 	 	 
	 ̈	 (r)  	 a person or company that,
        in relation to the issuer is an affiliated entity or a person or company
        referred to in clause (c) of the definition of distribution in subsection
        1(1) of the Securities Act (Ontario);

	 	 	 
	 ̈	 (s)  	 an issuer that is acquiring
        securities of its own issue;

	 	 	 
	 ̈	 (t)  	 a company, limited liability
        company, limited partnership, limited liability partnership, trust or
        estate, other than a mutual fund or non-redeemable investment fund, that
        had net assets of at least $5,000,000 as reflected in its most recently
        prepared financial statements;

	 	 	 
	 ̈	 (u)  	 a person or company that
        is recognized by the Ontario Securities Commission as an accredited investor;

	 	 	 
	 ̈	 (v)  	 a mutual fund or non-redeemable
        investment fund that, in Ontario, distributes its securities only to persons
        or companies that are accredited investors;

	 	 	 
	 ̈	 (w)  	 a mutual fund or non-redeemable
        investment fund that, in Ontario, distributes its securities under a prospectus
        for which a receipt has been granted by the Director or, if it has ceased
        distribution of its securities, has previously distributed securities
        in this manner;

	 	 	 
	 ̈	 (x)  	 a fully managed account
        if it is acquiring a security that is not a security of a mutual fund
        or non-redeemable investment fund;

	 	 	 
	 ̈	 (y)  	 an account that is fully
        managed by a trust corporation registered under the Loan and Trust
        Corporations Act (Ontario) or under the Trust and Loan Companies
        Act (Canada) or under comparable legislation in any other jurisdiction;

	 	 	 
	 ̈	 (z)  	 an entity organized outside
        of Canada that is analogous to any of the entities referred to in paragraphs
        (a) through (g) and paragraph (k) in form and function; and

	 	 	 
	 ̈	 (aa)  	 a person or company in respect
        of which all of the owners of interests, direct or indirect, legal
        or beneficial, are persons or companies that are accredited investors.



 For the purposes hereof, the following definitions are included for convenience:


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

       “Director” means the Executive Director
        of the Commission, a Director or Deputy Director of the Commission, or
        a person employed by the Commission in a position designated by the Executive
        Director for the purposes of this definition; 

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

       “financial assets” means cash, securities,
        or any contract of insurance or deposit or evidence thereof that is not
        a security for the purposes of the Securities Act (Ontario); 

       “fully managed account” means an
        investment portfolio account of a client established in writing with a
        portfolio adviser who makes investment decisions for the account and has
        full discretion to trade in securities of the account without requiring
        the client’s express consent to a transaction; 








 – 3 –

	 	"mutual fund" includes: 
	 	 	 	 
	 	 (a)      	 an issuer: 

	 	 	 	 
	 	 	 (i)      	 whose primary purpose is to invest money provided
        by its security holders, and 

	 	 	 	 
	 	 	 (ii)      	 whose securities entitle the holder to receive on
        demand, or within a specified period after demand, an amount computed
        by reference to the value of a proportionate interest in the whole or
        in part of the net assets, including a separate fund or trust account,
        of the issuer, or 

	 	 	 	 
	 	 (b)      	 an issuer or class of issuers that is
        designated as a mutual fund by an order of the Commission in the case
        of a single issuer or otherwise in a regulation which is made for the
        purposes of this definition; 

	 	 	 	 
	 	but does not include an issuer or a class
        of issuer that is designated not to be a mutual fund by an order of the
        Commission in the case of a single issuer or otherwise in a regulation
        which is made for the purposes of this definition; (“fonds mutuel")
      

       “non-redeemable investment fund”
        means an issuer 

	 	 	 
	 	(a) 	whose primary purpose is to invest money
        provided by its security holders; 

	 	 	 
	 	(b) 	that does not invest for the purpose of
        exercising effective control, seeking to exercise effective control, or
        being actively involved in the management of the issuers in which it invests,
        other than other mutual funds or non-redeemable investment funds; and
      

	 	 	 
	 	(c) 	that is not a mutual fund; 

	 	 	 
	 	“person” means an individual,
        partnership, unincorporated association, unincorporated syndicate, unincorporated
        organization, trust, trustee, executor, administrator, or other legal
        representative; 

       “portfolio adviser” means 

	 	 	 
	 	(a)	a portfolio manager; or 
	 	 	 
	 	(b) 	a broker or investment dealer exempted from registration as
      an adviser under subsection 148(1) of the regulation made under the Securities
      Act (Ontario) if that broker or investment dealer is not exempt from
      the by-laws or regulations of the Toronto Stock Exchange or the Investment
      Dealers’ Association of Canada referred to in that subsection; 
	 	 	 
	 	“related liabilities”
        means liabilities incurred or assumed for the purpose of financing the
        acquisition or ownership of financial assets and liabilities that are
        secured by financial assets; 

       “spouse”, in relation to an individual,
        means another individual to whom that individual is married, or another
        individual of the opposite sex or the same sex with whom that individual
        is living in a conjugal relationship outside marriage; 

       In OSC Rule 45-501 a person or company is considered
        to be an “affiliated entity” of another person or company
        if one is a subsidiary entity of the other, or if both are subsidiary
        entities of the same person or company, or if each of them is controlled
        by the same person or company. 










 – 4 –

	 	In OSC Rule 45-501 a person
        or company is considered to be “controlled” by a person
        or company if 

	 	 	 	 
	 	 (a)  
	 in the case of a person or
        company,  

	 	  	 	 
	 	  	 (i)  
	 voting securities of the first-mentioned
        person or company carrying more than 50 percent of the votes for the election
        of directors are held, otherwise than by way of security only, by or for
        the benefit of the other person or company, and

	 	  	 	 
	 	  	 (ii)  
	 the votes carried by the securities are
        entitled, if exercised, to elect a majority of the directors of the first-mentioned
        person or company;  

	 	  	 	 
	 	 (b)  
	 in the case of a partnership
        that does not have directors, other than a limited partnership, the second-mentioned
        person or company holds more than 50 percent of the interests in the partnership;
        or

	 	  	 	 
	 	 (c )  
	 in the case of a limited
        partnership, the general partner is the second-mentioned person or company. 
      

	 	  	  	 
	 	In OSC Rule 45-501 a person
        or company is considered to be a “subsidiary entity”
        of another person or company if 

	 	 	 	 
	 	(a)
	it is controlled by, 

	 	 	 	 
	 	 	(i)  
	that other, or 

	 	 	 	 
	 	 	(ii) 
	that other and one or more persons or
        companies each of which is controlled by that other, or 

	 	 	 	 
	 	 	(iii)  
	two or more persons or companies, each
        of which is controlled by that other, or 

	 	 	 	 
	 	(b)
	it is subsidiary entity of a
        person or company that is the other’s subsidiary entity. 



 EXECUTED by the Purchaser at ____________________________________ this______
  day of _________________, 20 ______. 

	 If a corporation, partnership or other entity: 
    	 	 If an individual:  
	 	 	 
	 	 	 
	 Print
      Name of Purchaser  	 	 Print Name 
    
	 	 	 
	 	 	 
	 Signature
      of Authorized Signatory  	 	 Signature 
    
	 	 	 
	 	 	 
	 Name
      and Position of Authorized Signatory  	 	 Jurisdiction
      of Residence  
	 	 	 
	 	 	 
	 Jurisdiction
      of Residence  	 	  











 APPENDIX III

 THE TORONTO STOCK EXCHANGE 

 PRIVATE PLACEMENT QUESTIONNAIRE AND UNDERTAKING 

 To be completed by each proposed private placement purchaser
  of listed securities or securities which are convertible into listed securities.


 Questionnaire

	 1.      	 Description of Transaction 

	 	 	 
	 	 (a)     
      
	 Name of issuer of the Securities _________________________________________________________________________

	 	 	__________________________________________________________________________________________________
	 	 	 
	 	 (b)      
	 Number and Class of Securities to be Purchased _____________________________________________________________

	 	 	__________________________________________________________________________________________________
	 	 	 
	 	 (c)      
	 Purchase Price _______________________________________________________________________________________

	 	 	 
	 2.      	 Details of Purchaser 

	 
	 	 (a)      
	 Name of Purchaser ___________________________________________________________________________________

	 	 	__________________________________________________________________________________________________
	 	 	 
	 	 (b)      
	 Address ___________________________________________________________________________________________

	 	 	__________________________________________________________________________________________________
	 	 	 
	 	 (c)      
	 Names and addresses of persons having a greater
        than 10% beneficial interest in the purchaser __________________________

	 	 	__________________________________________________________________________________________________
	 	 	__________________________________________________________________________________________________
	 	 	__________________________________________________________________________________________________
	 	 	 
	 3.      	 Relationship to Issuer 

	 
	 	 (a)      
	 Is the purchaser (or any person named in response
        to 2(c) above) an insider of the issuer for the purposes of the Ontario
        Securities Act (before giving effect to this private placement)? If so,
        state the capacity in which the purchaser (or person named in response
        to 2(c)) qualifies as an insider ___________________________________________________________________________

	 	 	__________________________________________________________________________________________________
	 	 	__________________________________________________________________________________________________
	 	 	__________________________________________________________________________________________________
	 	 	 
	 	 (b)      
	 If the answer to (a) is "no", are the purchaser
        and the issuer controlled by the same person or company? If so, give details
        _____ 

	 	 	__________________________________________________________________________________________________
	 	 	__________________________________________________________________________________________________








 – 2 – 

	4. 	Dealings of Purchaser in Securities of the Issuer 


Give details of all trading by the purchaser, as principal, in the securities
  of the issuer (other than debt securities which are not convertible into equity
  securities), directly or indirectly, within the 60 days preceding the date hereof.
  _____________________________________________

  ______________________________________________________________________________________________________________

  ______________________________________________________________________________________________________________

 Undertaking


To: The Toronto Stock Exchange 

 The undersigned has subscribed for and agreed to purchase,
  as principal, the securities described in Item 1 of this Private Placement Questionnaire
  and Undertaking. 

 The undersigned undertakes not to sell or otherwise dispose
  of any of the said securities so purchased or any securities derived therefrom
  for a period of four months from the date of the closing of the transaction
  herein or for such period as is prescribed by applicable securities legislation,
  whichever is longer, without the prior consent of The Toronto Stock Exchange
  and any other regulatory body having jurisdiction. 

 DATED at __________________________ , _____________________________ , this
  _________ day of ______________________ , 200___. 

	 	 
	 	 
	 	 (Name of Purchaser
      -- please print)  
	 	  
	 	  
	 	 (Authorized Signature) 
    
	 	  
	 	  
	 	 (Official Capacity
      -- please print) (Please print name of individual whose signature
      appears above, if different from name of purchaser printed
      above)