Exhibit 4.9


 


 


 




ARRAS MINERALS CORP.


 


PRIVATE PLACEMENT
SUBSCRIPTION AGREEMENT


 


INSTRUCTIONS
TO PURCHASERS


 


	HAVE YOU COMPLETED
        THIS SUBSCRIPTION AGREEMENT PROPERLY?

        The following items
        in this Subscription Agreement must be completed.

        (Please initial each box.)

	All
    Purchasers
	o	All
    Purchasers must complete all the information in the boxes on pages 3 to 4 and sign where indicated.
    The purpose of the form is to determine whether you meet the standards for participation in a private placement under NI 45-106
    (as defined herein).



 





	Canadian Purchasers

                                                                                                                                                                                                       

                                                                                                                                                                                                      All
                                         Purchasers resident in Canada must complete either Schedule “A” or Schedule
                                         “B”

                                                                                                                                                                                                       

                                                                                                                                                                                                       

                                                                                                                                                                                                      Schedule
                                         A - “Accredited Investors”

                                                                                                                                                                                                      

                                                                                

	o	All Purchasers resident in Canada purchasing as “Accredited Investors” must complete and sign the Accredited Investor Certificate for All Accredited Investors attached hereto as Schedule “A”.
	o	Purchasers relying on exemption (j) (k) or (l) of the Accredited Investor Certificate for All Accredited Investors, must also complete and sign the Individual Accredited Investor Risk Acknowledgement Form attached hereto as Appendix “1” to Schedule “A”.
	 	 
	Schedule
    B - “Family, Friends and Business Associates”
	o	Purchasers resident in Canada purchasing as "Family, Friends and Business Associates" must complete Schedule B - Qualified Investor Certificate on pages B-1 to B-2 including, if resident in Ontario, Appendix 1 to Schedule B or if resident in Saskatchewan, Appendix 2 to Schedule "B".
	 	 



 


 


	U.S.
    Purchasers
	o	All
    Purchasers resident of or otherwise subject to the securities laws of the United States
    (as defined herein) must complete and sign the Accredited
    Investor Certificate for All Accredited Investors attached hereto as Schedule ”A”.
	o	All
    Purchasers resident of or otherwise subject to the securities laws of the United States
    (as defined herein), must also complete and sign the United States Accredited Investor Certificate attached hereto as Schedule
    “C”. The purpose
    of the form is to determine whether
    you meet the
    standards for participation
    in a private placement
    under the U.S. Securities Act (as defined herein).


Please
return this executed Subscription Agreement and all applicable Schedules together with payment as described herein to the Company
as follows:


Arras Minerals Corp.


777 Dunsmuir Street, Suite
1610


Vancouver, B.C. V7Y 1K4


Attention: Christopher
Richards, Chief Financial Officer


Email: crichards@silverbullresources.com.


 




    	  





    	 



    


 


 


 


SUBSCRIPTION
AGREEMENT


(Canada,
United States and Offshore Purchasers)


TO:ARRAS MINERALS CORP.


The undersigned
(referred to herein as the “Purchaser”), hereby irrevocably subscribes to purchase from Arras Minerals Corp.
(the “Company”) the number of common shares (the “Purchased Shares”) set out below for
a subscription price of $0.50 per Common Share (the “Offering”).


This subscription
plus the attached terms and conditions (the “Terms and Conditions”), completed and executed Subscriber Certificates
(as defined in the Terms and Conditions) and the appendices attached hereto and thereto, are collectively referred to as the “Subscription
Agreement”. The Purchaser agrees to be bound by the Terms and Conditions and agrees that the Company may rely upon the
covenants, representations and warranties of the Purchaser contained in the Subscription Agreement.


	Number
    of Purchased Shares:  	Aggregate
    Subscription Amount: 
	Name and Address
        of Purchaser:

         
	 	Registration
    Instructions (if different):
	________________________________________________

        Name of Purchaser (please
        print)
	 	________________________________________________

        Name

	 	 	 
	By:	__________________________________________Authorized
    Signature	 	________________________________________________

        Account Reference, if applicable

	 

        ________________________________________________

        Official Capacity or Title
        (please print)
	 	

        ________________________________________________

         

	 	 	________________________________________________

         

	________________________________________________

        (Please print name of signatory
        if different from the name of the Purchaser printed above.)
	 	________________________________________________

        Address, including postal
        code

	 	 	 
	 

        Purchaser’s Address,
        including province:
	 	 

        Delivery Instructions (if
        different):

	 	 	 
	________________________________________________

         
	 	________________________________________________

        Name

         

	 


         
	 	________________________________________________

        Account Reference, if applicable

	Telephone
    Number:	____________________________	 	 

        ________________________________________________

         

	Fax
    Number:	__________________________________	 	________________________________________________

         

	E-mail
    Address:	_______________________________	 	________________________________________________

        Address, including postal
        code

	 	 	________________________________________________

        Telephone Number

	 	 	 	 	 	 	 	 






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Beneficial
Purchaser Information (if applicable)


	Name
        and Address of beneficial purchaser (“Beneficial Purchaser”) (if not the same as Purchaser):

         

        ____________________________________________

        (Name of Beneficial
        Purchaser)

         

        ____________________________________________

        (Beneficial Purchaser’s
        Residential Address)

         

        ____________________________________________

         

        ____________________________________________

        (Beneficial Purchaser’s
        Telephone Number)

         

         



 


	Present Ownership of
        Securities

        The Purchaser either
        [check appropriate box]:

        ☐owns,
        directly or indirectly, or exercises control or direction over, no Common Shares or securities convertible into Common
        Shares; or

        ☐owns,
        directly or indirectly, or exercises control or direction over,               
        Common Shares and convertible securities entitling the Purchaser to acquire an additional                            
        Common Shares.

         

        Insider Status

        The Purchaser either
        [check appropriate box]:

        ☐is
        an “Insider” of the Company as defined in the applicable Canadian securities law, namely:

        (a)          a
        director or an officer of the Company;

        (b)          a
        director or an officer of a person that is itself an insider or subsidiary of the Company;

        (c)           a
        person that has

        (i)    direct
        or indirect beneficial ownership of;

        (ii)   control
        or direction over; or

        (iii)  a
        combination of direct or indirect beneficial ownership of and of control or direction over

        securities of
        the Company carrying more than 10% of the voting rights attached to all the Company’s outstanding voting securities,
        excluding, for the purpose of the calculation of the percentage held, any securities held by the person as underwriter
        in the course of a distribution; or

        (d)           the
        Company itself, if it has purchased, redeemed or otherwise acquired any securities of its own issue, for so long as it
        continues to hold those securities; or

        ☐is
        not an Insider of the Company.

         

        Registrant Status

        The Purchaser either
        [check appropriate box]:

        ☐is
        a “registrant” as defined under applicable Canadian securities law: “registrant” means a person
        registered or required to be registered under applicable Canadian securities law, or

        ☐is
        not a “registrant”.

         





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INSTRUCTIONS
FOR PURCHASERS


The
Purchaser must:


(1) Read
this Subscription Agreement;


(2) Complete
and execute pages 3-4 of this Subscription Agreement;


(3) Each
Purchaser must read, complete and sign the applicable Schedules to this Subscription Agreement;


(4) Make
payment for the Purchased Shares as required by Section 2 of the Terms and Conditions; and


(5) Deliver
the signed documents as required by Section 3 of the Terms and Conditions.





ACCEPTANCE:
The Company hereby accepts the above subscription subject to the Terms and Conditions of this Subscription Agreement.


DATED this _____ day
of _________________, 2021


ARRAS MINERALS CORP.


 


	Per: ________________________________________

        Name: Christopher
        Richards

        Title:Chief Financial Officer
	 	 


 
 
 


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SUBSCRIPTION
AGREEMENT


TERMS
AND CONDITIONS


		1.	Acceptance



		1.1	The
                                         Company may, in its sole discretion, accept or reject this Subscription Agreement in
                                         whole or in part at any time prior to the Closing Time (as defined herein) and the Company
                                         has the right to allot to any Purchaser less than the amount of Purchased Shares subscribed
                                         for. 



		1.2	The
                                         Company shall forward to the Purchaser confirmation of acceptance or rejection of this
                                         Subscription Agreement promptly after the acceptance or rejection of this Subscription
                                         Agreement by the Company. If this Subscription Agreement is rejected in whole, the Purchaser
                                         understands that any funds, certified cheques and bank drafts delivered by the Purchaser
                                         to the Company representing the purchase price for the Purchased Shares will be promptly
                                         returned to the Purchaser without interest. If this Subscription Agreement is accepted
                                         only in part, the Purchaser understands that a cheque representing the portion of the
                                         purchase price for that portion of its subscription for the Purchased Shares that is
                                         not accepted will be promptly delivered to the Purchaser without interest.



		2.	Payment



The
Purchaser shall deliver the aggregate amount payable in respect of the Purchased Shares subscribed for hereby to the Company,
as soon as possible and in any event no later than 4:00 p.m. (Vancouver time) on the Business Day (as defined herein) immediately
preceding the Closing Date (as defined herein), by certified cheque or bank draft drawn on a Canadian chartered bank or trust
company in Canadian dollars and payable in immediately available funds to “Arras Minerals Corp.” or by wire transfer
(which subscription amount shall include any wire transfer fee payable or payable in such other manner as may be specified by
the Company) or by any other manner acceptable to the Company.


The
wire transfer instructions are as follows:


	Beneficiary
        bank:

        Beneficiary
        bank address:

         

        Transit:

        Institution:

        SWIFT
        Code:

        For
        credit to:

         

         

        Beneficiary
        Account:

        Canadian
        Clearing Code:
	XXXXXXXXXXX

        XXXXXXXXXXXXXXXXXX

        XXXXXXXXXXXXXXXXXXXXXXXXXXXX

        XXXXXX

        XXX

        XXXXXXXXXXXX

        XXXXXXXXXXXXXXXXXX

        XXXXXXXXXXXXXXXXXXXXXXXXXXX

        XXXXXXXXXXXXXXXXXXXXXXX

        XXXXXXX

        XXXXXXXXXXX



 


		3.	Additional
                                         Deliveries and Conditions for Acceptance



		3.1	The
                                         Purchaser acknowledges that the Company’s obligation to sell the Purchased Shares
                                         to the Purchaser is subject to, among other things, the conditions that the Purchaser
                                         shall complete, sign and return to the Company, Christopher Richards, Chief Financial
                                         Officer as soon as possible and in any event no later than 4:00 pm (Vancouver time) on
                                         the date that is two Business Days immediately preceding the Closing Date:



		(a)	one
                                         completed and executed copy of this Subscription Agreement; 



		(b)	if
                                         the Purchaser is resident in Canada, either:



		(i)	if
                                         the Purchaser is purchasing as an “accredited investor”, one completed and
                                         executed copy of the “Accredited Investor Certificate for All Accredited Investors”
                                         in the form attached hereto as Schedule “A” (the “Accredited Investor
                                         Certificate for All Accredited Investors”) and if applicable, the Individual
                                         Accredited Investor Risk Acknowledgement Form for Accredited Investors who are Individuals
                                         attached hereto as Appendix “1” to Schedule “A”; or



 






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		(ii)	if
                                         the Purchaser is purchasing as purchasing as “family, friends and business associates”,
                                         one completed and executed copy of the “Qualified Investor Certificate” in
                                         the form attached hereto as Schedule “B” (the “Qualified Investor
                                         Certificate”) including, if resident in Ontario, Appendix 1 to Schedule “B”
                                         or if resident in Saskatchewan, Appendix 2 to Schedule “B”;



		(c)	if
                                         the Purchaser is a U.S. Purchaser, one completed and executed copy of the Accredited
                                         Investor Certificate for All Accredited Investors and one completed and executed copy
                                         of the “United States Accredited Investor Certificate” attached hereto as
                                         Schedule “C” (together with the Accredited Investor Certificate for All Accredited
                                         Investors and the Qualified Investor Certificate, the “Subscriber Certificates”);
                                         and



		(d)	any
                                         other document required by applicable Securities Laws (as defined herein) which the Company
                                         requests.



The
Purchaser acknowledges and agrees that such documents, when executed and delivered by the Purchaser, will form part of and will
be incorporated into this Subscription Agreement with the same effect as if each constituted a representation and warranty or
covenant of the Purchaser hereunder in favour of the Company. The Purchaser acknowledges and agrees that this offer, the purchase
price and any other documents delivered in connection herewith will be held by the Company until such time as the conditions set
out in this Subscription Agreement are satisfied.


 


		3.2	Any
                                         obligation of the Company to sell the Purchased Shares to the Purchaser is subject to
                                         (a) performance by the Purchaser of, or compliance by the Purchaser with, its covenants,
                                         agreements and conditions under and in accordance with this Subscription Agreement, prior
                                         to the Closing (as defined herein); (b) the truth and correctness, at the time of acceptance
                                         and at the Closing Date, of the Purchaser’s representations and warranties in this
                                         Subscription Agreement (including the representations and warranties made in any Appendix
                                         or Schedule hereto, as applicable); (c) the sale of the Purchased Shares to the Purchaser
                                         being exempt from the requirement to file a prospectus or registration statement and
                                         the requirement to prepare and deliver an offering memorandum or similar document under
                                         applicable Securities Laws; (d) the Company having obtained all required regulatory approvals
                                         to permit the completion of such sale, prior to the Closing; and (e) the Purchaser executing
                                         and delivering all requisite documentation as required by this Subscription Agreement,
                                         the applicable Securities Laws (including but not limited to the Subscriber Certificates,
                                         and all appendices attached thereto, with respect to the Purchased Shares).



		3.3	The
                                         Purchaser understands that the information provided herein will be relied upon by the
                                         Company for purposes of determining the eligibility of the Purchaser to purchase the
                                         Purchased Shares. The Purchaser agrees to provide upon request any additional information
                                         that the Company determines necessary or appropriate in determining the Purchaser’s
                                         eligibility to purchase such Purchased Shares.



		3.4	For
                                         the purposes hereof;



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



		(b)	“Securities
                                         Laws” means any and all securities laws including, statutes, rules, regulations,
                                         instruments, by-laws, policies, guidelines, orders, decisions, rulings and awards, applicable
                                         in the jurisdictions in which the Purchased Shares will be offered, sold and issued;



 






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		(c)	“U.S.
                                         Person” has the meaning ascribed to such term in Rule 902(k) of Regulation
                                         S promulgated under the U.S. Securities Act (as defined herein), which definition includes,
                                         but is not limited to, an individual resident in the United States, an estate or trust
                                         of which any executor or administrator or trustee is a U.S. Person, and any partnership
                                         or corporation organized or incorporated under the laws of the United States; and



		(d)	“U.S.
                                         Purchaser” means any Purchaser who is a U.S. Person, a person in the United
                                         States or a person purchasing the Purchased Shares for the account or for the benefit
                                         of a U.S. Person or a person in the United States, or a person who is otherwise subject
                                         to the securities laws of the United States.



		4.	Closing



		4.1	Closing
                                         of this subscription for the Purchased Shares (the “Closing”) will
                                         be completed at the offices of Blake, Cassels & Graydon LLP, counsel to the Company,
                                         at Suite 2600, 595 Burrard Street, Vancouver, B.C., V7X 1L3, at 11:00 a.m. (Vancouver
                                         time) (the “Closing Time”) on Wednesday, March 31, 2021 (the “Closing
                                         Date”), or at such other places, times and dates as may be determined by the
                                         Company, and may occur in one or more tranches.



		4.2	If
                                         the Closing does not occur on or before Friday, April 30, 2021 the Company shall return
                                         this Subscription Agreement and any funds, certified cheques and bank drafts delivered
                                         by the Purchaser to the Company representing the purchase price for the Purchased Shares,
                                         without interest, to the Purchaser.



		4.3	The
                                         Purchaser acknowledges that the Offering may close in one or more tranches in one or
                                         more Closings.



		5.4	The Purchaser
                                         appoints the Company, with full power of substitution, as his, her or its true and lawful
                                         attorney and agent with full power and authority in its place and stead to:



		(a)	act
                                         as the Purchaser’s representative at the Closing and to swear, execute, file and
                                         record in the Purchaser’s name on the Purchaser’s behalf any document necessary
                                         to accept delivery of the Purchased Shares on the Closing Date;



		(a)	approve
                                         any documents addressed to the Purchaser;






		(b)	waive,
                                         in whole or in part, any representations, warranties, covenants or conditions for the
                                         benefit of the Purchaser;



		(c)	complete
                                         or correct any errors or omissions in this Subscription Agreement on behalf of the Purchaser;
                                         and



		(d)	receive,
                                         on the Purchaser’s behalf, any certificates representing the Purchased Shares subscribed
                                         for hereunder.



		5.	Representations,
                                         Warranties and Covenants of the Purchaser



By
executing this Subscription Agreement, the Purchaser, on its behalf, and if applicable, on behalf of a Beneficial Purchaser, represents,
warrants and covenants to the Company and acknowledges that the Company is relying thereon that:


 


		(a)	the
                                         Purchaser understands that the Purchased Shares subscribed for by the Purchaser hereunder
                                         form part of a larger Offering by the Company, upon and are subject to the terms and
                                         conditions set forth herein;



		(b)	the
                                         Purchaser acknowledges that the Company may complete additional financings at prices,
                                         on terms and in amounts as may be determined by the Company, from time to time in the
                                         future, and that any such future financings may have a dilutive effect on current securityholders
                                         and the Purchaser, but there is no assurance that such financings will be available on
                                         reasonable terms or at all;



 






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		(c)	the
                                         Purchaser understands that the Offering is not subject to any minimum aggregate subscription
                                         amount, and the Company may close the Offering for less than the maximum aggregate amount
                                         indicated or may increase the size of the Offering;



		(d)	the
                                         Purchaser is aware that the offer made by this subscription is irrevocable and requires
                                         acceptance by the Company and will not become an agreement between the Purchaser and
                                         the Company until accepted by the Company signing in the space above;



		(e)	the
                                         Purchaser has completed, executed and delivered as principal, the Subscriber Certificates,
                                         as applicable, and the appendices attached thereto, as necessary;



		(f)	the
                                         Purchaser acknowledges that the Purchased Shares are being offered for sale only on a
                                         “private placement” basis;



		(g)	the
                                         Purchaser is aware of the characteristics of the Purchased Shares and the risks relating
                                         to an investment therein and agrees that the Purchaser must bear, and is able to bear,
                                         the economic risk of his, her or its investment in the Purchased Shares. The Purchaser
                                         has been advised to consult his, her or its own legal advisors with respect to the hold
                                         periods imposed by the applicable Securities Laws or other resale restrictions applicable
                                         to such securities. The Purchaser understands that he, she or it will not be able to
                                         resell any of the Purchased Shares until the expiry of the applicable hold period under
                                         applicable Securities Laws, except in accordance with limited exemptions and compliance
                                         with other requirements of applicable Securities Laws, and the Purchaser (and not the
                                         Company) is responsible for compliance with applicable resale restrictions or hold periods
                                         and will comply with all relevant Securities Laws in connection with any resale of the
                                         Purchased Shares;



		(h)	the
                                         Purchaser acknowledges and agrees with the Company that the Purchaser’s ability
                                         to transfer the Purchased Shares is limited by, among other things, applicable Securities
                                         Laws. In particular, the Purchaser acknowledges having been informed that the Purchased
                                         Shares are subject to resale restrictions under National Instrument 45-102 – Resale
                                         of Securities (“NI 45-102”) and may not be sold or otherwise disposed
                                         of for a period of four months and one day from the later of: (i) the date of distribution
                                         of the Purchased Shares; and (ii) the date the Company became a reporting issuer in any
                                         province or territory, unless a statutory exemption is available or a discretionary order
                                         is obtained under applicable Securities Laws allowing the earlier resale thereof, and
                                         may be subject to additional resale restrictions if such sale or other disposition would
                                         be a “control distribution” as that term is defined in NI 45-102 or otherwise.
                                         If the Purchaser is not resident in Canada, additional resale restrictions may apply;



		(i)	the
                                         Purchaser acknowledges that there is no market for the Purchased Shares. The Purchaser
                                         has been advised to consult the Purchaser’s own legal advisors with respect to
                                         the merits and risks of an investment in the Purchased Shares and with respect to applicable
                                         resale restrictions, and the Purchaser further acknowledges that the Company’s
                                         legal counsel are acting solely as counsel to the Company and not as counsel to the Purchaser;



		(j)	the
                                         Purchaser has such knowledge or experience in financial and business affairs as to be
                                         capable of evaluating the merits and risks of the Purchaser’s proposed investment
                                         in the Purchased Shares, and the Purchaser or, if applicable, any Beneficial Purchaser
                                         for whom the Purchaser is subscribing for the Purchased Shares, is able to bear the economic
                                         risks of the investment in the Purchased Shares;



		(k)	the
                                         Purchaser has had access to such information, if any, concerning the Company, as the
                                         Purchaser considers necessary with its investment decision to invest in the Purchased
                                         Shares, including receiving satisfactory answers to any questions the Purchaser asked
                                         the management of the Company;



 






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		(l)	the
                                         Purchaser will execute and deliver within the applicable time periods all documentation
                                         as may be required by applicable Securities Laws to permit the purchase of the Purchased
                                         Shares on the terms set forth herein and, if required by applicable Securities Laws or
                                         stock exchange rules, the Purchaser will execute, deliver and file or assist the Company
                                         in obtaining and filing such reports, undertakings and other documents relating to the
                                         purchase of the Purchased Shares by the Purchaser as may be required by any applicable
                                         Securities Laws, securities commission, stock exchange or other regulatory authority;



		(m)	the
                                         Purchaser acknowledges that it has been advised to consult its own legal advisors with
                                         respect to applicable resale and transfer restrictions, that it is solely responsible
                                         for complying with such restrictions and it agrees to comply with the restrictions referred
                                         to in paragraph (s) above and all other applicable resale and transfer restrictions.
                                         The Purchaser will comply with all applicable Securities Laws concerning the subscription,
                                         purchase, holding and resale of the Purchased Shares and will not resell any of the Purchased
                                         Shares except in accordance with the provisions of applicable Securities Laws. In this
                                         regard, the Subscriber acknowledges that any certificates representing the Purchased
                                         Shares will contain the following legend: 



“UNLESS
PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS 4 MONTHS
AND A DAY AFTER THE LATER OF (I) [INSERT THE DISTRIBUTION DATE], AND (II) THE DATE THE IS ISSUER BECAME A REPORTING ISSUER IN
ANY PROVINCE OR TERRITORY.


		(n)	the
                                         Purchaser acknowledges and agrees with the Company that the Toronto Stock Exchange (“TSX”)
                                         or the TSX Venture Exchange (“TSXV”) may require escrow requirements
                                         and resale restrictions on the Purchased Shares and agrees to promptly execute and deliver
                                         all documentation and agreements as may be required by the TSX or TSXV;



		(o)	if
                                         the Purchaser is an individual, he or she has attained the age of majority in the jurisdiction
                                         in which he or she is resident and is legally competent to execute this Subscription
                                         Agreement and to take all actions required pursuant hereto;



		(p)	if
                                         the Purchaser is a corporation, partnership, unincorporated association or other entity,
                                         the Purchaser has the legal capacity and competence to execute this Subscription Agreement
                                         and to take all actions required pursuant hereto and the individual signing this Subscription
                                         Agreement has been duly authorized to execute and deliver this Subscription Agreement;



		(q)	if
                                         the Purchaser is not an individual, the Purchaser has not been created solely or primarily
                                         to use exemptions from the registration and prospectus exemptions under applicable Securities
                                         Laws and has a pre-existing purpose other than to use such exemptions;



		(r)	the
                                         execution and delivery of this Subscription Agreement and the performance and compliance
                                         with the terms hereof will not result in any breach of, or be in conflict with, or constitute
                                         a default under, or create a state of facts which after notice or lapse of time or both,
                                         would constitute a default under, any term or provision of any constating documents,
                                         by-laws or resolutions of the Purchaser or any indenture, contract, agreement (whether
                                         written or oral), instrument or other document to which the Purchaser is a party or subject,
                                         or any judgment, decree, order, statute, rule or regulation applicable to the Purchaser;



 






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		(s)	this
                                         Subscription Agreement has been duly and validly authorized, executed and delivered by,
                                         and upon acceptance by the Company constitutes a legal, valid, binding and enforceable
                                         obligation of, the Purchaser and, if the Purchaser is signing this Subscription Agreement
                                         on behalf of a Beneficial Purchaser, also against such Beneficial Purchaser, in each
                                         case in accordance with the terms hereof; 



		(t)	if
                                         the Purchaser is contracting hereunder as trustee, agent, representative or nominee for
                                         one or more Beneficial Purchasers, the Purchaser has due and proper authority to execute
                                         and deliver this Subscription Agreement and all other necessary documentation on behalf
                                         of each such Beneficial Purchaser and to act on behalf of each such Beneficial Purchaser
                                         in connection with the transactions contemplated hereby and acknowledges that the Company
                                         may be required by law to disclose to certain regulatory authorities the identity of
                                         each Beneficial Purchaser of Purchased Shares for whom the Purchaser may be acting;



		(u)	the
                                         Purchaser has not received, nor has the Purchaser requested, nor does the Purchaser have
                                         any need to receive, any prospectus, sales or advertising literature, offering memorandum
                                         or any other document describing or purporting to describe the business and affairs of
                                         the Company which has been prepared for delivery to, and review by, prospective purchasers
                                         in order to assist them in making an investment decision in respect of the Purchased
                                         Shares pursuant to the Offering;



		(v)	the
                                         Purchaser has relied only upon publicly available information relating to the Company
                                         and not upon any verbal or written representation as to fact, and the Purchaser acknowledges
                                         that the Company has not made any written representations, warranties or covenants in
                                         respect of such publicly available information except as set forth in this Subscription
                                         Agreement. Without limiting the generality of the foregoing, except as may be provided
                                         herein, no person has made any written or oral representation to the Purchaser that any
                                         person will resell or repurchase the Purchased Shares, or refund any of the purchase
                                         price of the Purchased Shares, or that the Purchased Shares will be listed on any exchange
                                         or quoted on any quotation and trade reporting system, or that application has been or
                                         will be made to list the Purchased Shares on any exchange or quote the Purchased Shares
                                         on any quotation and trade reporting system, and no person has given any undertaking
                                         to the Purchaser relating to the future value or price of the Purchased Shares;



		(w)	the
                                         Purchaser represents and warrants that the Purchaser is not acquiring the Purchased Shares
                                         as a result of being aware of any material information about the affairs of the Company
                                         that has not been publicly disclosed, including knowledge of a “material fact”
                                         or a “material change” (as those terms are defined in applicable Securities
                                         Laws) about the affairs of the Company;



		(x)	the
                                         Purchaser represents and warrants that the Purchaser did not become aware of the offering
                                         and sale of the Purchased Shares as a result of, nor has it seen, 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, television or the internet or any seminar or meeting whose attendees have been
                                         invited by general solicitation or general advertising;



		(y)	if
                                         the Purchaser has not completed Schedule “C”, the Purchaser, whether acting
                                         as principal, trustee or agent, is neither (i) a “U.S. Person” (as defined
                                         in Rule 902(k) of Regulation S promulgated under the United States Securities Act of
                                         1933, as amended (the “U.S. Securities Act”)), which definition includes,
                                         but is not limited to, an individual resident in the United States, an estate or trust
                                         of which any executor or administrator or trustee is a U.S. Person and any partnership
                                         or corporation organized or incorporated under the laws of the United States, nor (ii)
                                         purchasing the Purchased Shares for the account of a U.S. Person or a person in the United
                                         States or for resale in the United States, and the Purchased Shares have not been offered
                                         to the Purchaser in the United States and the Purchaser was not in the United States
                                         when the order was placed or when this Subscription Agreement was executed and delivered;



		(z)	the
                                         Purchaser agrees that it is solely responsible for obtaining such legal, tax, investment
                                         and other professional advice as the Purchaser considers appropriate in connection with
                                         the execution, delivery and performance of this Subscription Agreement and the transactions
                                         contemplated hereunder (including the resale and transfer restrictions referred to herein);



 






    	10  





    	 



    




		(aa)	unless
                                         the Purchaser is a U.S. Purchaser, the Purchaser is neither (i) a U.S. Person nor (ii)
                                         purchasing the Purchased Shares for the account or benefit of a U.S. Person or a person
                                         in the United States or for resale in the United States, and the Purchased Shares have
                                         not been offered to the Purchaser in the United States and the Purchaser was not in the
                                         United States when the order was placed or when this Subscription Agreement was executed
                                         and delivered; 



		(bb)	the
                                         Purchaser will not offer or sell the Purchased Shares in the United States or to a U.S.
                                         Person, unless such securities are registered under the U.S. Securities Act and the laws
                                         of all applicable states of the United States or an exemption from such registration
                                         requirements is available, and further that the Purchaser will not resell the Purchased
                                         Shares, except in accordance with the provisions of applicable Securities Laws;



		(cc)	the
                                         Purchaser is entitled under applicable Securities Laws to purchase the Purchased Shares
                                         without the benefit of a prospectus qualified under such Securities Laws;



		(dd)	the
                                         Purchaser is resident, or if not an individual has its head office in the jurisdiction
                                         set forth on the face page hereof as the “Purchaser’s Address”, and
                                         such address was not obtained or used solely for the purpose of acquiring the Purchased
                                         Shares;



		(ee)	the
                                         Purchaser is purchasing the Purchased Shares with the benefit of the prospectus exemption
                                         provided by National Instrument 45-106 – Prospectus Exemptions;



		(ff)	the
                                         Purchaser is purchasing the Purchased Shares:



		(i)	as
                                         principal for its own account and not for the benefit of any other person, or is deemed
                                         to be purchasing the Purchased Shares as principal for its own account in accordance
                                         with applicable Securities Laws; or



		(ii)	as
                                         agent for a Beneficial Purchaser disclosed on the execution page of this Subscription
                                         Agreement, and is an agent or trustee with proper authority to execute all documents
                                         required in connection with the purchase of the Purchased Shares on behalf of such Beneficial
                                         Purchaser and such Beneficial Purchaser is purchasing the Purchased Shares as principal
                                         and not for the benefit of any other person, or is deemed to be purchasing the Purchased
                                         Shares as principal;



		(gg)	the
                                         funds representing the purchase price for the Purchased Shares which will be advanced
                                         by or on behalf of the Purchaser to the Company hereunder do not represent proceeds of
                                         crime for the purposes of the United States Uniting and Strengthening America by Providing
                                         Appropriate Tools Required to Intercept and Obstruct Terrorism Act (the “PATRIOT
                                         Act”), and the Purchaser acknowledges that the Company may in the future be
                                         required by law to disclose the Purchaser’s name and other information relating
                                         to this Subscription Agreement and the Purchaser’s subscription hereunder, on a
                                         confidential basis, pursuant to the PATRIOT Act, and no portion of the purchase price
                                         for the Purchased Shares to be provided by the Purchaser (i) has been or will be derived
                                         from or related to any activity that is deemed criminal under the laws of the United
                                         States of America, or any other jurisdiction, or (ii) is being tendered on behalf of
                                         a person or entity that has not been identified to or by the Purchaser; and the Purchaser
                                         shall promptly notify the Company if the Purchaser discovers that any of such representations
                                         ceases to be true and provide the Company with appropriate information in connection
                                         therewith;



 






    	11  





    	 



    




		(hh)	the
                                         funds representing the aggregate purchase price in respect of the Purchased Shares which
                                         will be advanced by or on behalf of the Purchaser to the Company hereunder do not represent
                                         proceeds of crime for the purposes of the Proceeds of Crime (Money Laundering) and
                                         Terrorist Financing Act (Canada) (for the purposes of this Section 6, the “PCMLTFA”)
                                         and the Purchaser acknowledges and agrees that the Company may be required by law to
                                         disclose the name of the Purchaser and, if applicable, names of Beneficial Purchasers,
                                         and other information relating to this Subscription Agreement and the subscription hereunder,
                                         on a confidential basis, pursuant to the PCMLTFA. To the best of the Purchaser’s
                                         knowledge (a) none of the subscription funds provided by or on behalf of the Purchaser
                                         (i) have been or will be derived directly or indirectly from or related to any activity
                                         that is deemed criminal under the laws of Canada, the United States, or any other jurisdiction,
                                         or (ii) are being tendered on behalf of a person or entity who has not been identified
                                         to the Purchaser and, (b) the Purchaser will promptly notify the Company if the Purchaser
                                         discovers that any of such representations cease to be true, and shall provide the Company
                                         with appropriate information in connection therewith;



		(ii)	the
                                         Company is relying on an exemption from the requirement to provide the Purchaser with
                                         a prospectus under the applicable Canadian Securities Laws and, as a consequence of acquiring
                                         the Purchased Shares pursuant to such exemption:



		(i)	certain
                                         protections, rights and remedies provided by the applicable Securities Laws, including
                                         statutory rights of rescission and certain statutory remedies against an issuer, underwriters,
                                         auditors, directors and officers that are available to investors who acquire securities
                                         offered by a prospectus, will not be available to the Purchaser;



		(ii)	the
                                         common law may not provide investors with an adequate remedy in the event that they suffer
                                         investment losses in connection with securities acquired in a private placement;



		(iii)	the
                                         Purchaser may not receive information that would otherwise be required to be given under
                                         the applicable Securities Laws; and



		(iv)	the
                                         Company is relieved from certain obligations that would otherwise apply under the applicable
                                         Securities Laws;



		(jj)	the
                                         Purchaser acknowledges that there is no government or other insurance covering the Purchased
                                         Shares; 



		(kk)	the
                                         Purchaser acknowledges that no agency, governmental authority, regulatory body, stock
                                         exchange or other entity (including, without limitation, any securities commission or
                                         other regulatory authority) has reviewed, passed on or made any finding or determination
                                         as to the merit for investment in the Purchased Shares, nor have any such agencies or
                                         governmental authorities made any recommendation or endorsement with respect to such
                                         securities;



		(ll)	if
                                         the Purchaser is a U.S. Purchaser, the Purchaser confirms, represents and warrants that:



		(i)	the
                                         Purchaser is resident in the United States, in the jurisdiction set out as the “Purchaser’s
                                         Address” on the face page hereof, which is the address at which the Purchaser received
                                         and accepted the offer to purchase the Purchased Shares;



		(ii)	the
                                         Purchaser is an “accredited investor” (a “U.S. Accredited Investor”),
                                         as such term is defined in Rule 501(a) of Regulation D under the U.S. Securities Act,
                                         and the Purchaser has concurrently completed and executed Schedule “C” to
                                         this Subscription Agreement, indicating which category of U.S. Accredited Investor the
                                         Purchaser satisfies;



		(iii)	the
                                         Purchaser understands, recognizes and acknowledges that the Purchased Shares have not
                                         and will not be registered under the U.S. Securities Act or the Securities Laws of any
                                         state of the United States in which the Purchaser is resident and that the sale contemplated
                                         hereby is being made in reliance on a private placement exemption to U.S. Accredited
                                         Investors;



 






    	12  





    	 



    




		(iv)	the
                                         Purchaser acknowledges that the offer and sale of the Purchased Shares was made to the
                                         Purchaser exclusively by the Company;



		(v)	the
                                         Purchaser acknowledges that it has not purchased the Purchased Shares as a result of
                                         any “general solicitation” or “general advertising” (as such
                                         terms are used in Regulation D under the U.S. Securities Act), including but not limited
                                         to, any advertisements, articles, notices or other communications published in any newspaper,
                                         magazine or similar media or on the internet or broadcast over radio or television or
                                         the internet, or any seminar or meeting whose attendees have been invited by general
                                         solicitation or general advertising;



		(vi)	the
                                         Purchaser has no contract, undertaking, agreement or arrangement with any person to sell,
                                         transfer or pledge to such person, or anyone else, the Purchased Shares, or any part
                                         thereof, or any interest therein, and the Purchaser has no present plans to enter into
                                         any such contract, undertaking, agreement or arrangement;



		(vii)	the
                                         Purchaser agrees that if it decides to offer, sell or otherwise transfer any of the Purchased
                                         Shares (or any securities issuable upon the exchange thereof), it will not offer, sell,
                                         pledge or otherwise transfer any of such securities, directly or indirectly, unless such
                                         offer, sale, pledge or transfer is made:



		(A)	to
                                         the Company; or



		(B)	outside
                                         the United States in a transaction in accordance with the requirements of Rule 904 of
                                         Regulation S under the U.S. Securities Act and in compliance with applicable local laws
                                         and regulations; or



		(C)	within
                                         the United States in accordance with (I) Rule 144A under the U.S. Securities Act, or
                                         (II) Rule 144 under the U.S. Securities Act, if available; or



		(D)	in
                                         another transaction that does not require registration under the U.S. Securities Act
                                         or any applicable state securities laws,



and,
in the case of transfers pursuant to (C)(II) or (D) (and if required by the transfer agent of the Purchased Shares, (B) above),
after it has furnished the Company an opinion of counsel of recognized standing in form and substance reasonably satisfactory
to the Company to such effect;


		(viii)	the
                                         Purchaser acknowledges and agrees that the Purchased Shares (and any securities issuable
                                         upon the exchange thereof) will be “restricted securities” within the meaning
                                         of Rule 144 (a)(3) of the U.S. Securities Act;



		(ix)	in
                                         addition to the Canadian legend as set out in Subsection 5(m), the Purchaser understands
                                         and acknowledges that upon the original issuance thereof, and until such time as the
                                         same is no longer required under applicable requirements of the U.S. Securities Act or
                                         applicable state securities laws, certificates representing the Purchased, and all certificates
                                         issued in exchange therefor or in substitution thereof, shall bear a restrictive legend
                                         substantially in the following form (the “U.S. Legend”):



 






    	13  





    	 



    




“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”), OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING OR OTHERWISE HOLDING SUCH
SECURITIES, AGREES FOR THE BENEFIT OF THE COMPANY THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED,
DIRECTLY OR INDIRECTLY, ONLY (A) TO THE COMPANY, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER
THE U.S. SECURITIES ACT, AND IN COMPLIANCE WITH LOCAL LAWS AND REGULATIONS, (C) WITHIN THE UNITED STATES IN ACCORDANCE WITH (1)
RULE 144A UNDER THE U.S. SECURITIES ACT, OR (2) RULE 144 UNDER THE U.S. SECURITIES ACT, IF AVAILABLE AND, IN EACH CASE, IN COMPLIANCE
WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES
ACT OR ANY APPLICABLE STATE SECURITIES LAWS, AFTER, IN THE CASE OF (C)(2) OR (D) ABOVE, THE SELLER FURNISHES TO THE COMPANY AN
OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY TO SUCH EFFECT. DELIVERY
OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.”


provided
that the U.S. Legend may be removed by providing a declaration to the Company (and any transfer agent of the Purchased Shares),
in the form attached hereto as Schedule “D”, or as the Company may prescribe from time to time;


provided
further that, notwithstanding the foregoing, any transfer agent for the Purchased Shares may impose additional requirements for
the removal of the U.S. Legend from such securities in accordance with Rule 904 of Regulation S under the U.S. Securities Act
(which may include, without limitation, an opinion of counsel of recognized standing in form and substance reasonable satisfactory
to the Company and such transfer agent) to the effect that the U.S. Legend is no longer required under the applicable requirements
of the U.S. Securities Act;


provided
further that, if the Purchased Shares are being sold pursuant to Rule 144 under the U.S. Securities Act, the U.S. Legends may
be removed by delivery to the Company (and any transfer agent of the Purchased Shares) of an opinion of counsel of recognized
standing in form and substance reasonably satisfactory to the Company (and such transfer agent) to the effect that the U.S. Legend
is no longer required under the applicable requirements of the U.S. Securities Act;


		(x)	the
                                         Purchaser understands and acknowledges that the Company has no obligation or present
                                         intention to file a registration statement under the U.S. Securities Act in respect of
                                         the Purchased Shares or any securities issued upon the exchange thereof and, accordingly,
                                         the Purchaser acknowledges that there are substantial restrictions on the transferability
                                         of the Purchased Shares and that it will not be possible for the Purchaser to readily
                                         liquidate his, her or its investment in case of any emergency and the Purchaser has not
                                         been supplied with all of the information that would be found in the applicable registration
                                         statement if the Purchased Shares were registered under the U.S. Securities Act;



		(xi)	the
                                         Purchaser is aware that (i) purchasing, holding and disposing of the Purchased Shares
                                         may have tax consequences under the laws of both Canada and the United States, (ii) the
                                         tax consequences for prospective investors who are resident in, or citizens of, the United
                                         States under United States, state, local or foreign tax law are not described in this
                                         Subscription Agreement, and (iii) it is solely responsible for determining the tax consequences
                                         applicable to its particular circumstances and should consult its own tax advisors concerning
                                         investment in the Purchased Shares;



 






    	14  





    	 



    




		(xii)	notwithstanding
                                         the foregoing paragraph and anything else contained herein, the Purchaser acknowledges
                                         that (A) it has been encouraged, and has had the opportunity, to obtain independent income
                                         tax advice with respect to its subscription for the Purchased Shares (including, without
                                         limitation, with respect to the applicability of United States federal income tax rules
                                         related to “passive foreign investment companies” (a “PFIC”)
                                         under the U.S. Internal Revenue Code of 1986, as amended); (B) if the Company were to
                                         be deemed to be a PFIC in respect of any year in which the Purchaser owns the Purchased
                                         Shares, the Purchaser may be subject to adverse United States federal income tax consequences
                                         that it might not be able to mitigate unless the Company takes certain actions to assist
                                         the Purchaser with such mitigation, and that the Company is under no obligation to take,
                                         and has no present intention of taking, any action to assist the Purchaser in mitigating
                                         such adverse tax consequences (in particular, and without limitation, the Company has
                                         no obligation to provide the information or to take the actions necessary to permit the
                                         Purchaser to make a “qualified electing fund” election within the meaning
                                         of such term in the U.S. Internal Revenue Code of 1986, as amended); (C) the Company
                                         expects to be a PFIC in each taxable year; and (D) no representation has been made to
                                         the Purchaser by the Company or any person acting on its behalf as to the tax consequences
                                         to the Purchaser of the Purchaser’s purchase of the Purchased Shares;



		(xiii)	the
                                         Purchaser understands that the Company is incorporated under the laws of British Columbia,
                                         Canada, and that most or all of the Company’s assets are located outside the United
                                         States and most or all of its directors and officers are residents of countries other
                                         than the United States; as a result, it may be difficult for Purchasers to effect service
                                         of process within the United States upon the Company or such directors and officers,
                                         or to realize in the United States upon judgments of courts of the United States predicated
                                         upon civil liability of the Company and its directors and officers under the U.S. federal
                                         securities laws; 



		(xiv)	the
                                         Purchaser consents to the Company 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 and exercise with respect to the Purchased Shares set forth and described
                                         herein;



		(xv)	the
                                         Purchaser is acquiring the Purchased Shares for itself for investment purposes only and
                                         not with a view to any resale, distribution or other disposition of the Purchased Shares
                                         in violation of United States federal or state securities laws, and the Purchaser acknowledges
                                         that the exemption from registration under the U.S. Securities Act and applicable state
                                         securities laws depends, among other things, upon the bona fide nature of the investment
                                         intent expressed herein.



		(mm)	if
                                         the Purchaser is an “accredited investor” in reliance on paragraph (m) of
                                         the definition of “accredited investor” in Section 1.1 of NI 45-106, the
                                         Purchaser was not created or used solely to purchase or hold securities as an accredited
                                         investor under that paragraph (m); 



		(nn)	the
                                         Purchaser either (A) is not an “insider” of the Company or a “registrant”
                                         (each as defined under applicable Securities Laws) or (B) has identified itself to the
                                         Company as either an “insider” or a “registrant” (each as defined
                                         under applicable Securities Laws). The Purchaser acknowledges that it is bound by the
                                         provisions of applicable Securities Laws which impose obligations on a person who becomes
                                         an “insider” of an issuer, or on a person who holds sufficient securities
                                         exercisable into voting securities of an issuer to become an “insider”. The
                                         Purchaser acknowledges that such obligations may include, but are not limited to: the
                                         filing of insider reports on the System for Electronic Disclosure by Insiders (SEDI);
                                         the filing of early warning reports; the filing of reports of acquisitions; and the filing
                                         of a Personal Information Form or similar document with applicable stock exchanges. The
                                         Purchaser further acknowledges that it has been advised to consult its own legal advisors
                                         with respect to such obligations, and that it is solely responsible for complying with
                                         such obligations, and covenants and agrees with the Company that it will comply with
                                         all of such obligations, if applicable to the Purchaser, in a timely manner, whether
                                         arising at or after the Closing;



 






    	15  





    	 



    




		(oo)	if
                                         the Purchaser is resident in or otherwise subject to applicable Securities Laws of a
                                         jurisdiction other than Canada or the United States, the Purchaser confirms, represents
                                         and warrants that:



		(i)	the
                                         Purchaser is knowledgeable of, or has been independently advised as to, the applicable
                                         Securities Laws of the jurisdiction in which the Purchaser is resident (the “International
                                         Jurisdiction”) and which would apply to this Subscription Agreement;



		(ii)	the
                                         Purchaser is purchasing the Purchased Shares pursuant to exemptions from the prospectus,
                                         financial promotion and/or registration requirements or equivalent requirements under
                                         applicable Securities Laws or, if such is not applicable, the Purchaser is permitted
                                         to purchase the Purchased Shares under the applicable Securities Laws of the International
                                         Jurisdiction without the need to rely on any exemptions;



		(iii)	all
                                         acts of solicitation, conduct or negotiations directly or indirectly in furtherance of
                                         the purchase of the securities occurred outside of Canada and the United States;



		(iv)	no
                                         offer was made to the Purchaser in Canada or the United States and the buy order in respect
                                         of the subscription was not placed from within Canada or the United States;



		(v)	the
                                         applicable Securities Laws of the International Jurisdiction do not require the Company
                                         to make any filings or seek any approvals of any kind whatsoever from any securities
                                         regulator of any kind whatsoever in the International Jurisdiction in connection with
                                         the issue and sale or resale of the Purchased Shares (and any securities issued upon
                                         the exchange or transfer thereof);



		(vi)	the
                                         delivery of this Subscription Agreement, the acceptance hereof by the Company and the
                                         purchase of the Purchased Shares by the Purchaser complies with all applicable laws of
                                         the International Jurisdiction and all other applicable laws and does not trigger: (i)
                                         any obligation to prepare and file a prospectus or similar document, or any other report
                                         or notice with respect to such purchase in the International Jurisdiction or to register
                                         the Purchased Shares (and any securities issued upon the exchange or transfer thereof);
                                         or (ii) any continuous disclosure reporting obligations of the Company in the International
                                         Jurisdiction; and



		(vii)	the
                                         Purchaser will, if requested by the Company, or its counsel, deliver to the Company a
                                         certificate or opinion of local counsel from the International Jurisdiction which will
                                         confirm the matters referred to in subsections (ii) to (vi) above to the satisfaction
                                         of the Company and its counsel, acting reasonably.



		6.	Reliance
                                         Upon Representations, Warranties and Covenants by the Company



The
Purchaser acknowledges that the representations, warranties and covenants made by the Purchaser in this Subscription Agreement
(including without limitation those made in each Subscriber Certificates, and all appendices attached thereto, to be executed
and delivered in accordance with this Subscription Agreement) are made with the intent that they may be relied upon by the Company
and its counsel to, among other things, determine the Purchaser’s eligibility to purchase the Purchased Shares, including
without limitation the availability of exemptions from the registration and prospectus requirements of applicable Securities Laws
in connection with the issuance of the Purchased Shares to the Purchaser. The Purchaser further covenants that by accepting the
Purchased Shares, the Purchaser shall be representing and warranting that such representations and warranties are true as at the
Closing Date with the same force and effect as if they had been made by the Purchaser at the Closing Date and that the covenants
of the Purchaser made by it in this Subscription Agreement to be performed prior to the Closing Date have been performed. The
Purchaser further agrees to indemnify the Company and its respective directors, officers, employees, advisers, affiliates, shareholders
and agents, and their respective counsel, against all losses, claims, costs, expenses, damages and liabilities which any of them
may suffer or incur and which are caused by or arise from any inaccuracy in, or breach or misrepresentation by the Purchaser of,
any such representations, warranties and covenants. The Purchaser undertakes to immediately notify the Company of any change in
any statement or other information relating to the Purchaser set forth herein or in a Subscriber Certificates, and all appendices
attached thereto, that takes place prior to the Closing Date.


 






    	16  





    	 



    




 


		7.	Representations,
                                         Warranties and Covenants of the Company



By
executing this Subscription Agreement, the Company represents, warrants and covenants to the Purchaser that:


 


		(a)	the
                                         Company is now and at the Closing Time will be a corporation validly subsisting under
                                         the laws of the Province of British Columbia;



		(b)	the
                                         Company has all necessary corporate power, authority and capacity to enter into and carry
                                         out its obligations under this Subscription Agreement and all other agreements and instruments
                                         to be executed by the Company and the Purchaser as contemplated by this Subscription
                                         Agreement;



		(c)	the
                                         execution and delivery of this Subscription Agreement and such other agreements and instruments
                                         and the consummation of the transactions contemplated by this Subscription Agreement
                                         and such other agreements and instruments have been duly and validly authorized by the
                                         Company;



		(d)	the
                                         Purchased Shares have been duly authorized for issuance and upon issuance pursuant to
                                         the provisions hereof, the Common Shares will be validly issued and fully paid as non-assessable
                                         common shares in the capital of the Company;



		(e)	this
                                         Subscription Agreement constitutes a legal, valid and binding obligation of the Company
                                         enforceable against the Company in accordance with its terms subject, however, to the
                                         customary limitations with respect to bankruptcy, insolvency or other laws affecting
                                         creditors’ rights generally and to the availability of equitable remedies; and



		(f)	the
                                         execution and delivery of this Subscription Agreement and the compliance by the Company
                                         with the terms hereof will not result in any breach, or be in conflict with, or constitute
                                         a default under, or create a state of facts which after notice or lapse of time or both
                                         would constitute a default under, any term or provision of the Company’s constating
                                         documents or resolutions of the directors of the Company;



		(g)	no
                                         approval, authorization, consent or order of, and no filing, registration or recording
                                         with, any governmental authority is required of the Company in connection with the execution
                                         and delivery or with the performance by the Company of this Subscription Agreement other
                                         than compliance with the applicable Securities Laws;



		(h)	the
                                         Company has good and marketable title to or beneficial ownership of all real property
                                         and good title to all personal property owned by it and material to its business, in
                                         each case, free and clear of all liens, encumbrances or restrictions of any kind, except
                                         such as do not materially affect the value of such property and do not interfere with
                                         the use made and proposed to be made of such property by the Company, and no other property
                                         rights are necessary for the conduct of the business of the Company as currently conducted;
                                         and



		(i)	the
                                         Company is not currently prohibited, directly or indirectly, from paying any dividends,
                                         from making any other distribution on its common shares, or other securities, or from
                                         paying any interest or repaying any loans, advances or other indebtedness of the Company.



 






    	17  





    	 



    




		8.	Survival



This
Subscription Agreement, including without limitation the representations, warranties, covenants and indemnities contained herein
and in each Subscriber Certificate, and all appendices attached thereto, shall survive and continue in full force and effect and
be binding upon the Company and the Purchaser, notwithstanding the completion of the purchase of the Purchased Shares by the Purchaser
pursuant hereto or the subsequent disposition of the Purchased Shares by the Purchaser.


 


		9.	Personal
                                         Information Authorization



By
executing this Subscription Agreement, the Purchaser hereby consents to the collection, use and disclosure of the personal information
provided herein and other personal information provided by the Purchaser or collected by the Company or its agents as reasonably
necessary in connection with the Purchaser’s subscription for the Purchased Shares (collectively, “personal information”)
as follows: (a) the Company may use personal information and disclose personal information to intermediaries such as the Company’s
legal counsel and withholding and/or transfer agents for the purposes of determining the Purchaser’s eligibility to invest
in the Purchased Shares and for managing and administering the Purchaser’s investment in the Purchased Shares; (b) the Company
and its agents may use the Purchaser’s social insurance number for income reporting purposes in accordance with applicable
law; (c) the Company, its agents and advisors, may each collect, use and disclose personal information for the purposes of meeting
legal, regulatory, self-regulatory, security and audit requirements (including any applicable tax, securities, money laundering
or anti-terrorism legislation, rules or regulations) and as otherwise permitted or required by law, which disclosures may include
disclosures to tax, securities or other regulatory or self-regulatory authorities in Canada and/or in foreign jurisdictions, if
applicable, in connection with the regulatory oversight mandate of such authorities; (d) the Company and its agents and advisors
may use personal information and disclose personal information to parties connected with the proposed or actual transfer, sale,
assignment, merger or amalgamation of the Company or its business or assets or similar transactions, for the purpose of permitting
such parties to evaluate and/or proceed with and complete such transaction. Purchasers, assignees and successors of the Company
or its business or assets may collect, use and disclose personal information as described in this Subscription Agreement. The
Purchaser acknowledges that the Company’s agents or intermediaries may be located outside of Canada, and personal information
may be transferred and/or processed outside of Canada for the purposes described above, and that measures the Company may use
to protect personal information while handled by agents, intermediaries or other third parties on its behalf, and personal information
otherwise disclosed or transferred outside of Canada for the purposes described above, are subject to legal requirements in foreign
countries applicable to the Company or such third parties, for example lawful requirements to disclose personal information to
government authorities in those countries.


 


If
the Purchaser is subject to the applicable securities legislation of Ontario and/or British Columbia, the Purchaser acknowledges:
(i) the delivery to the Ontario Securities Commission and British Columbia Securities Commission, as applicable, of the Purchaser’s
full name, residential address and telephone number, the number and type of securities purchased by the Purchaser, the total purchase
price, the exemption relied on, and the date of distribution (and the Purchaser’s insider or registrant status, in the case
of the British Columbia Securities Commission); (ii) that such information is being collected indirectly by the Ontario Securities
Commission and British Columbia Securities Commission under the authority granted to it in securities legislation; (iii) that
such information is being collected for the purposes of the administration and enforcement of the securities legislation of Ontario
and British Columbia; and (iv) that the Administrative Support Clerk at the Ontario Securities Commission, Suite 1903, Box 55,
20 Queen Street West, Toronto, Ontario M5H 3S8, telephone (416) 593-3684 and the British Columbia Securities Commission, Box 10142,
Pacific Centre, 701 West Georgia Street, Vancouver, British Columbia, V7Y 1L2, telephone at (604) 899-6500 or 1-800-373-6393 can
be contacted to answer questions about the Ontario and British Columbia Securities Commissions’ indirect collection of such
information. The Purchaser hereby authorizes the indirect collection of such information by the Ontario Securities Commission
and British Columbia Securities Commission, as applicable.


 






    	18  





    	 



    




 


		10.	Governing
                                         Law



This
Subscription Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and
the federal laws of Canada applicable therein. The Purchaser hereby irrevocably attorns to the non-exclusive jurisdiction of the
courts of the Province of British Columbia with respect to any matters arising out of this Subscription Agreement.


 


		11.	Independent
                                         Legal Advice



The
Purchaser acknowledges and agrees that Blake, Cassels & Graydon LLP (“Blakes”) has acted as legal counsel only
to the Company and that Blakes is not protecting the rights and interests of the Purchaser. The Purchaser acknowledges and agrees
that the Company and Blakes have given the Purchaser the opportunity to seek, and have recommended that the Purchaser obtain,
independent legal advice with respect to the subject matter of this Subscription Agreement and, further, the Purchaser hereby
represents and warrants to the Company and Blakes that the Purchaser has sought independent legal advice or waives such advice.


		12.	Costs



All
costs and expenses incurred by the Purchaser, including, without limitation, legal fees and disbursements relating to the purchase
by the Purchaser of the Purchased Shares, shall be borne by the Purchaser.


 


		13.	Assignment



This
Subscription Agreement shall enure to the benefit of and be binding on the Company, the Purchaser and their respective heirs,
administrators, executors, successors and permitted assigns. This Subscription Agreement may not be assigned by the Company and
may only be transferred or assigned by the Purchaser: (i) subject to compliance with applicable Securities Law, and (ii) with
the prior written consent of the Company.


 


		14.	Entire
                                         Agreement



This
Subscription Agreement constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof and
supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written. There are no conditions,
representations, warranties, covenants or other agreements between the parties hereto relating to the subject matter hereof, except
as specifically set out, referred to or incorporated by reference herein.


 


		15.	Amendments
                                         and Waivers



No
amendment to this Subscription Agreement will be valid or binding unless set forth in writing and duly executed by the parties
hereto. No waiver of any breach of any provision of this Subscription Agreement will be effective or binding unless made in writing
and signed by the waiving party.


 


		16.	Language



The
parties hereto confirm their express wish that this Subscription Agreement and all documents and agreements directly or indirectly
relating hereto be drawn up in the English language. Les parties reconnaissent leur volonté expresse que la présente
ainsi que tous les documents et contrats s’y rattachant directmente ou indirectmente soient rédigés en anglais.


 


		17.	Time
                                         of Essence



Time
shall be of the essence of this Subscription Agreement.


 






    	19  





    	 



    




 


		18.	Deliveries
                                         and Counterparts



The
Company shall be entitled to rely on delivery by facsimile or electronic transmission of a copy, in portable document format or
otherwise, of this Subscription Agreement executed by the Purchaser, and acceptance by the Company of such executed Subscription
Agreement shall be legally effective to create a valid and binding agreement between the Purchaser and the Company in accordance
with the terms hereof. In addition, this Subscription Agreement may be executed in counterparts, each of which shall be deemed
to be an original and all of which shall constitute one and the same document.


 


		19.	Extended
                                         Meanings and Headings



In
this Subscription Agreement words importing the singular number include the plural and vice versa, words importing any gender
include all genders and words importing persons include individuals, partnerships, associations, trusts and unincorporated associations.
The headings contained herein are for convenience of reference only and shall not affect the construction or interpretation hereof.


 


		20.	Currency



Unless
otherwise stated, all references to currency herein are to lawful money of Canada.


 


		21.	Further
                                         Assurances



Each
of the parties hereto shall from time to time execute and deliver all such further documents and instruments and do all acts and
things as the other party may, either before or after the closing of the transactions contemplated hereby, reasonably require
to effectively carry out or better evidence or perfect the full intent and meaning of this Subscription Agreement.




    	20  





    	 



    


SCHEDULE
“A” 


ACCREDITED
INVESTOR CERTIFICATE FOR ALL ACCREDITED INVESTORS






TO:
Arras Minerals Corp. (the “Company”)


 


RE:SUBSCRIPTION FOR
SHARES OF THE COMPANY


All
capitalized terms not defined herein shall have the meaning given to them in the Subscription Agreement to which this Schedule
“A” is attached and in Appendix 1 to this Schedule “A” (collectively, the “Subscription Agreement”).


The undersigned
Purchaser/duly authorized representative of the Purchaser (or in the case of a trust, the trustee or an officer of the trustee
of the trust) hereby certifies, represents and warrants that:


		1.	he/she
                                         has read the Subscription Agreement and understands that the offering of the Purchased
                                         Shares is being made on a prospectus-exempt basis; and



		2.	the
                                         Purchaser and, if applicable, the disclosed principal on whose behalf the Purchaser is
                                         purchasing the Purchased Shares, is an “accredited investor” as defined in
                                         NI 45-106, by virtue of satisfying one or more of the categories of “accredited
                                         investor” set forth below, which the Purchaser has correctly marked: 



[please initial beside
each category that applies to the Purchaser.]


		a.	_____except
                                         in Ontario, a Canadian financial institution, or a Schedule III bank,*



		b.	_____except
                                         in Ontario, the Business Development Bank of Canada incorporated under the Business
                                         Development Bank of Canada Act (Canada),*



		c.	_____except
                                         in Ontario, a subsidiary of any person referred to in paragraphs (a) or (b), 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,*



		d.	_____except
                                         in Ontario, a person registered under the securities legislation of a jurisdiction of
                                         Canada as an adviser or dealer,*



		e.	_____an
                                         individual registered under the securities legislation of a jurisdiction of Canada as
                                         a representative of a person referred to in paragraph (d),



e.1. _____an
individual formerly registered under the securities legislation of a jurisdiction of Canada, other than an individual formerly
registered solely as a representative of a limited market dealer under one or both of the Securities Act (Ontario) or the
Securities Act (Newfoundland and Labrador),


 


		f.	_____except
                                         in Ontario, 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,*



		g.	_____except
                                         in Ontario, 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,*



		h.	_____except
                                         in Ontario, any national, federal, state, provincial, territorial or municipal government
                                         of or in any foreign jurisdiction, or any agency of that government,*



		i.	_____except
                                         in Ontario, a pension fund that is regulated by the Office of the Superintendent of Financial
                                         Institutions (Canada), a pension commission or similar regulatory authority of a jurisdiction
                                         of Canada,*



		j.	_____an
                                         individual who, either alone or with a spouse, beneficially owns, financial assets�
                                         having an aggregate realizable value that before taxes, but net of any related
                                         liabilities‚, exceeds CDN$1,000,000,
                                         If the Purchaser chooses this category, it must complete, initial and sign the Risk
                                         Acknowledgement Form in Appendix 1.



 



    	A-1  





    	 



    







[_] By initialing
this box, the Purchaser confirms that s/he has discussed this investment with the salesperson identified in Appendix 1 hereof
and such salesperson explained the calculation of the financial assets test and asked questions to confirm that the Purchaser
met such threshold.




		j.1	_____an
                                         individual who beneficially owns financial assets�
                                         having an aggregate realizable value that, before taxes but net of any related
                                         liabilities‚, exceeds CDN$5,000,000,


[_] By initialing
this box, the Purchaser confirms that s/he discussed this investment with __________________ (name of salesperson) of __________________
(name of firm of salesperson) and such salesperson explained the calculation of financial assets before taxes and net of any related
liabilities and asked questions to confirm that the Purchaser and, if applicable, the Purchaser’s spouse met such threshold.


		k.	_____an
                                         individual whose net income before taxes exceeded CDN$200,000 in each of the two most
                                         recent calendar years or whose net income before taxes combined with that of a spouse
                                         exceeded CDN$300,000 in each of the two most recent calendar years and who, in either
                                         case, reasonably expects to exceed that net income level in the current calendar year,
                                         If the Purchaser chooses this category, it must complete, initial and sign the Risk
                                         Acknowledgement Form on Appendix 1.



[_] By initialing
this box, the Purchaser confirms that s/he discussed this investment with the salesperson identified on Appendix 1 hereof and
such salesperson explained the calculation of the net income before taxes and asked questions to confirm that the Purchaser and,
if applicable, the Purchaser’s spouse met such threshold.


		l.	_____an
                                         individual who, either alone or with a spouse, has net assets of at least CDN$5,000,000,
                                         If the Purchaser chooses this category, it must complete, initial and sign the Risk
                                         Acknowledgement Form in Appendix 1.



[_] By initialing
this box, the Purchaser confirms that s/he discussed this investment with the salesperson identified on Appendix 1 hereof and
such salesperson explained the calculation of the net assets and asked questions to confirm that the Purchaser and, if applicable,
the Purchaser’s spouse met such threshold.


		m.	_____a
                                         person (including a corporate entity), other than an individual or investment
                                         fund, that has net assets of at least CDN$5,000,000 as shown on its most recently prepared
                                         financial statements,



		n.	_____an
                                         investment fund that distributes or has distributed its securities only to:



(i)       a
person that is or was an accredited investor at the time of the distribution,


		(ii)	a person that acquires or acquired
                                         securities in the circumstances referred to in sections 2.10 [Minimum amount investment]
                                         or 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,



		o.	_____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,



		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, acting on behalf of a fully managed
                                         accountƒ managed by the trust company
                                         or trust corporation, as the case may be,



 






    	A-2  





    	 



    

 


		q.	_____a
                                         person (including a corporate entity) acting on behalf of a fully managed accountƒ
                                         managed by that person, if that person 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,



		r.	_____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,



		s.	_____an
                                         entity organized in a foreign jurisdiction that is analogous to any of the entities referred
                                         to in paragraphs (a) to (d) or paragraph (i) in form and function, 



		t.	_____a
                                         person (including a corporate entity) 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,„



		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,



		v.	_____a
                                         person (including a corporate entity) that is recognized or designated by the
                                         securities regulatory authority or, except in Ontario and Quebec, the regulator as an
                                         accredited investor, or



		w.	_____a
                                         trust established by an accredited investor for the benefit of the accredited investor’s
                                         family members of which a majority of the trustees are accredited investors and all of
                                         the beneficiaries are the accredited investor’s spouse, a former spouse of the
                                         accredited investor or a parent, grandparent, brother, sister, child or grandchild of
                                         that accredited investor, of that accredited investor’s spouse or of that accredited
                                         investor’s former spouse;



The Company may follow
up with the Purchaser in order to verify their accredited investor status by obtaining further information in order satisfy the
Company’s obligations under applicable Securities Laws.


		�	For
                                         the purposes of NI 45-106 and this Certificate, the term “financial assets”
                                         means (a) cash; (b) securities or (c) a contract of insurance, a deposit or an evidence
                                         of a deposit that is not a security for the purposes of securities legislation. The
                                         value of the Purchaser’s personal residence or other real estate is not
                                         included in the calculation of financial assets. These financial assets are generally
                                         liquid or relatively easy to liquidate.



		‚	For
                                         the purposes of NI 45-106 and this Certificate, the term “related liabilities”
                                         means (a) liabilities incurred or assumed for the purpose of financing the acquisition
                                         or ownership of financial assets or (b) liabilities that are secured by financial assets.



		ƒ	For
                                         the purposes of NI 45-106 and this Certificate, the term “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.



		„	In
                                         British Columbia, an indirect interest in a person means an economic interest in the
                                         person.



 


*NOTE:
If the Purchaser has selected this category, and the Purchaser is an Ontario resident or otherwise subject to the laws of
Ontario for the purposes of his, her or its subscription of securities in this agreement, then the Purchaser must request from
the Company an accredited investor certificate applicable to such Purchaser, and complete and sign such requested certificate
and provide the same to the Company.


The statements
made in this Schedule are true and will be true on the Closing Date.


The
Company may follow up with the Purchaser at the telephone number provided below in order to verify their accredited investor status
by obtaining further information in order satisfy the Company’s obligations under applicable Securities Laws.






    	A-3  





    	 



    

 


DATED
___________________________, 20____.


 
________________________________________


Signature of Purchaser


________________________________________

Name of Purchaser


________________________________________

Telephone Number of Purchaser


 






    	A-4  





    	 



    

 




APPENDIX
“1”


INDIVIDUAL
ACCREDITED INVESTOR RISK ACKNOWLEDGMENT FORM


Form 45-106F9


Risk
Acknowledgement Form for Accredited Investors who are Individuals





	 

                            WARNING!


This
investment
is risky.
Don’t
invest
unless
you can
afford
to lose
all of the
money you
pay for this investment.





 





	Section
    1 – TO BE COMPLETED BY THE COMPANY OR SELLING SECURITY HOLDER
	1.
    About your investment
	Type
    of Securities: Purchased Shares 	Company:  Arras
    Minerals Corp. (the “Company”)
	Purchased
    from: The Company	 
	Sections
    2 to 4 – TO BE COMPLETED BY THE PURCHASER
	2.
    Risk acknowledgement
	This
    investment is risky.  Initial that you understand that:	Your
    Initials
	Risk
    of loss – You could lose your entire investment of CDN$ ___________ [Insert total dollar amount of the Investment]	 
	Liquidity
    risk – You may not be able to sell your investments quickly – or at all.	 
	Lack
    of information – You may receive little or no information about your investment.	 
	Lack
    of advice – You will not receive advice from the salesperson about whether this investment is suitable for you unless
    the salesperson is registered.  The salesperson is the person who meets with, or provides information to, you about
    making this investment.  To check whether the salesperson is registered, go to www.aretheyregistered.ca.	 
	3.
    Accredited investor status
	You
    must meet at least one of the following criteria to be able to make this investment.  Initial the statement that
    applies to you (you may initial more than one statement).  The person identified in section 6 is responsible for
    ensuring that you meet the definition of accredited investor.  That person, or the salesperson identified in section
    5, can help you if you have questions about whether you meet these criteria.	Your
    Initials
	Your
    net income before taxes was more than CDN$200,000 in each of the 2 most recent calendar years, and you expect it to be more
    than CDN$200,000 in the current calendar year.  (You can find your net income before taxes on your personal income
    tax return.)	 
	Your
    net income before taxes combined with your spouse’s was more than CDN$300,000 in each of the 2 most recent calendar
    years, and you expect your combined net income before taxes to be more than CDN$300,000 in the current calendar year.	 
	Either
    alone or with your spouse, you own more than CDN$1 million in cash and securities, after subtracting any debt related to the
    cash and securities.	 
	Either
    alone or with your spouse, you have net assets worth more than CDN$5 million.  (Your net assets are your total assets
    (including real estate) minus your total debt).	 
	4.
    Your name and signature
	By
    signing this form, you confirm that you have read this form and you understand the risks of making this investment as identified
    in this form.
	First
    and Last Name (please print):
	Signature:
	Date:
	Section
    5 – TO BE COMPLETED BY THE SALESPERSON
	5.
    Salesperson information
	[Instruction:  The
    salesperson is the person who meets with, or provides information to, the purchaser with respect to making this investment.  That
    could include a representative of the Company or selling security holder, a registrant or a person who is exempt from the
    registration requirement.]
	First
    and Last Name of Salesperson (please print):
	Telephone:	Email:
	Name
    of Firm (if registered):
	Section
    6 – TO BE COMPLETED BY THE COMPANY OR SELLING SECURITY HOLDER
	6.  For
    more information about this investment
	 

        For more information
        about this investment/ the Company:

        Arras Minerals Corp.

        777 Dunsmuir Street, Suite
        1610

        Vancouver, B.C. V7Y 1K4

        Attention: Christopher Richards,
        Chief Financial Officer

        Email: crichards@silverbullresources.com.

         

        For more information about
        prospectus exemptions, contact your local securities regulator. You can find contact information at www.securities-administrators.ca.

	 	 	 	 


 




    	A-1-1  





    	 



    


 


SCHEDULE
“B”


QUALIFIED
INVESTOR CERTIFICATE


FOR
PURCHASERS RESIDENT IN A PROVINCE OR TERRITORY OF CANADA


TO:Arras Minerals Corp.
(the “Company”)


RE:SUBSCRIPTION FOR
SHARES OF THE COMPANY


 


All
capitalized terms not defined herein shall have the meaning given to them in the Subscription Agreement to which this Schedule
“B” is attached (collectively, the “Subscription Agreement”).


In connection
with the purchase by the undersigned Purchaser of Purchased Shares of the Company, the Purchaser hereby represents, warrants,
covenants and certifies to the Company that the Purchaser as at the date of this Certificate and as of the date of Closing is
and will be resident in a province or territory of Canada as set out on page (ii) of the Subscription Agreement and is purchasing
the Purchased Shares as principal for its own account, pursuant to the family, friends and business associates exemptions in Section 2.5,
2.6 or 2.6.1 of National Instrument 45-106, as applicable, by virtue of satisfying one of the indicated criteria as set out
below and as so marked by the Purchaser, AND:


		(a)	if
                                         resident in Ontario, the Purchaser has completed and signed the Ontario Form 45-106F12
                                         - Risk Acknowledgement Form for Family, Friend and Business Associate Investors in
                                         Ontario attached hereto as Appendix 1; or



		(b)	if
                                         resident in Saskatchewan, the Purchaser has completed and signed the Saskatchewan Form 45-106F5
                                         - Risk Acknowledgement Saskatchewan Close Personal Friends and Close Business Associates
                                         attached hereto as Appendix 2.



 


CHECK APPROPRIATE CATEGORY:


	_____		(a)a director, executive officer or control
person of the Company or of an affiliate of the Company;



	_____		(b)a spouse, parent, grandparent, brother, sister,
child or grandchild of a director, executive officer or control person of the Company, or of an affiliate of the
Company, being __________________________________;



	_____		(c)a parent, grandparent, brother, sister, child
or grandchild of the spouse of a director, executive officer or control person of the Company or of an affiliate
of the Company, being ______________________________;



	_____		(d)a close personal friend of a director,
executive officer or control person of the Company or of an affiliate of the Company, being ______________________________
(complete (1) below); or



	_____		(e)a close business associate of a director,
executive officer or control person of the Company or of an affiliate of the Company, being ________________________________
(complete (1) below);



	_____		(f)a founder of the Company or a spouse,
parent, grandparent, brother, sister, child, grandchild, close personal friend or close business associate of a
founder of the Issuer, being _______________________________ (if applicable, complete (1) below);



	_____		(g)a parent, grandparent, brother, sister, child
or grandchild of a spouse of a founder of the Company, being ___________________________________________;



	_____		(h)a person of which a majority of the voting securities
are beneficially owned by, or a majority of the directors are, persons described in paragraphs (a) to (g), being _____________________________
(if applicable, complete (1) below); or



	_____		(i)a trust or estate of which all of the beneficiaries
or a majority of the trustees or executors are persons described in paragraphs (a) to (g), being _____________________________
(if applicable, complete (1) below).



 






    	B-1  





    	 



    

 


 


		(1)	If you are a close
                                         personal friend or close business associate of a director, executive officer, founder
                                         or control person of the Issuer, please indicate how long you have known the individual
                                         and describe the nature of your relationship, including how you are in a position to
                                         assess the capabilities and trustworthiness of the individual.









	Dated:____________, 2021	 	 
	 	 	Print name of Purchaser
	 	 	 
	 	 	By:
	 	 	Signature
	 	 	 

                                                

	 	 	Print name of Authorized Signatory for a CorporatePurchaser
	 	 	 

                                                

	 	 	Title of Authorized Signatory



 








Ontario Investors 


If
the Purchaser is resident in Ontario, it has executed and delivered to the Company an Ontario Form 45-106F12 Risk Acknowledgement
Form for Family, Friend and Business Associate Investors in Ontario in the form attached hereto as Appendix 1 to Schedule D.


Saskatchewan Investors



If
the Purchaser is resident in Saskatchewan, it has executed and delivered to the Company a Saskatchewan Risk Acknowledgement Form
in the form attached hereto as Appendix 2 to Schedule D.


For the purposes hereof:


“close business associate”
means an individual who has had sufficient prior business dealings with a director, executive officer, founder or control
person of the Company to be in a position to assess their capabilities and trustworthiness. An individual is not a close business
associate solely because the individual is: (a) a member of the same club, organization, association or religious group;
(b) a co-worker, colleague or associate at the same workplace; (c) a client, customer, former client or former customer;
(d) a mere acquaintance; or (e) connected through some form of social media, such as Facebook, Twitter or LinkedIn.


The relationship between the
individual and the director, executive officer, founder or control person must be direct. For example the exemption is not available
for a close business associate of a close business associate of a director of the Company.


A relationship that is primarily
founded on participation in an internet forum is not considered to be that of a close business associate.


 


 



    	B-2  





    	 



    

“close personal friend”
means an individual who knows the director, executive officer, founder or control person well enough and has known them for
a sufficient period of time to be in a position to assess their capabilities and trustworthiness. The term “close personal
friend” can include a family member who is not already specifically identified in the exemptions if the family member satisfies
the criteria described above.


An individual is not a close
personal friend solely because the individual is: (a) a relative; (b) a member of the same club, organization, association
or religious group; (c) a co-worker, colleague or associate at the same workplace; (d) a client, customer, former client
or former customer; (e) a mere acquaintance; or (f) connected through some form of social media, such as Facebook, Twitter
or LinkedIn.


The relationship between the
individual and the director, executive officer, founder or control person must be direct. For example the exemption is not available
to a close personal friend of a close personal friend of a director of the Company.


A relationship that is primarily
founded on participation in an internet forum is not considered to be that of a close personal friend.


“control person”
means (a) a person who holds a sufficient number of the voting rights attached to all outstanding voting securities of
the Company to affect materially the control of the Company; or (b) each person in a combination of persons, acting in concert
by virtue of an agreement, arrangement, commitment or understanding, which holds in total a sufficient number of the voting rights
attached to all outstanding voting securities of the Company to affect materially the control of the Company, and, if a person
or combination of persons holds more than 20% of the voting rights attached to all outstanding voting securities of the Company,
the person or combination of persons is deemed, in the absence of evidence to the contrary, to hold a sufficient number of the
voting rights to affect materially the control of the Company.


“executive officer”
means an individual who is: (a) a chair, vice-chair or president; (b) a vice-president in charge of a principal
business unit, division or function including sales, finance or production; (c) an officer of the Company or any of its subsidiaries
and who performs a policy-making function in respect of the Company; or (d) performing a policy-making function in respect
of the Company.


“founder” means
a person who: (a) 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 Company; and (b) at the time of the
trade is actively involved in the business of the Company.


 


 




    	B-3  





    	 



    

APPENDIX 1


Ontario
Form 45-106F12

Risk Acknowledgement Form for Family, Friend and Business Associate Investors in Ontario


WARNING!

This investment is risky. Don’t invest unless you can afford to lose all the money you pay for this investment.


 


	SECTION
    1 TO BE COMPLTED BY THE ISSUER
	1.      
    About your investment
	Type
    of securities: Purchased Shares 	Issuer:
    Arras Minerals Corp. 
	Purchased
        from: Arras Minerals Corp.

         

	SECTIONS
    2 TO 4 TO BE COMPLETED BY THE PURCHASER
	2.      
    Risk acknowledgement
	This
    investment is risky.  Initial that you understand that:	Your
    initials
	Risk
    of loss – You could lose your entire investment of $______________. [Instruction: Insert the total dollar amount
    of the investment.]	 
	Liquidity
    risk – You may not be able to sell your investment quickly – or at all.	 
	Lack
    of information – You may receive little or no information about your investment.  The information you
    receive may be limited to the information provided to you by the family member, friend or close business associate specified
    in section 3 of this form.	 



 


 






    	B-1-1  





    	 



    

 


	3.      
    Family, friend or business associate status
	You
    must meet one of the following criteria to be able to make this investment.  Initial the statement that applies
    to you:	Your
    initials
	A)    
        You are:

        1)      
        [check all applicable boxes]

        [_]       a
        director of the issuer or an affiliate of the issuer

        [_]       an
        executive officer of the issuer or an affiliate of the issuer

        [_]       a
        control person of the issuer or an affiliate of the issuer

        [_]       a
        founder of the issuer

        OR

        2)      
        [check all applicable boxes]

        [_]       a
        person of which a majority of the voting securities are beneficially owned by, or a majority of the directors are, (i) individuals
        listed in (1) above and/or (ii) family members, close personal friends or close business associates of individuals
        listed in (1) above

        [_]       a
        trust or estate of which all of the beneficiaries or a majority of the trustees or executors are (i) individuals
        listed in (1) above and/or (ii) family members, close personal friends or close business associates of individuals
        listed in (1) above
	 
	B)    
        You are a family member of __________________________________________ [Instruction: Insert the name of the person
        who is your relative either directly or through his or her spouse], who holds the following position at the issuer
        or an affiliate of the issuer: ____________________________________.

         

        You
        are the _________________________________ of that person or that person’s spouse.

        [Instruction:
        To qualify for this investment, you must be (a) the spouse of the person listed above or (b) the parent, grandparent,
        brother, sister, child or grandchild of that person or that person’s spouse.]
	 
	C)    
        You are a close personal friend of __________________________________________ [Instruction: Insert the name
        of your close personal friend], who holds the following position at the issuer or an affiliate of the issuer: ____________________________________.

         

        You
        have known that person for _________ years.
	 
	D)    
        You are a close business associate of __________________________________________ [Instruction: Insert the name
        of your close business associate], who holds the following position at the issuer or an affiliate of the issuer: ____________________________________.

         

        You
        have known that person for _________ years.
	 



 


 






    	B-1-2  





    	 



    

 


	4.      
    Your name and signature
	By
    signing this form, you confirm that you have read this form and you understand the risks of making this investment as identified
    in this form.  You also confirm that you are eligible to make this investment because you are a family member, close
    personal friend or close business associate of the person identified in section 5 of this form.
	First
    and last name (please print):
	Signature:

         
	Date:
	SECTION
    5 TO BE COMPLETED BY THE PERSON WHO CLAIMS THE CLOSE PERSONAL RELATIONSHIP, IF APPLICABLE
	5.      
    Contact person at the issuer or an affiliate of the issuer
	[Instruction:
        To be completed by the director, executive officer, control person or founder with whom the purchaser has a close personal
        relationship indicated under sections 3B, C or D of this form.]

         

        By
        signing this form, you confirm that you have, or your spouse has, the following relationship with the purchaser: [check
        the box that applies]

        [_]       family
        relationship as set out in section 3B of this form

        [_]       close
        personal friendship as set out in section 3C of this form

        [_]       close
        business associate relationship as set out in section 3D of this form

         

	First
    and last name of contact person (please print): 
	Position
    with the issuer or affiliate of the issuer (director, executive officer, control person or founder):
	Telephone:	Email:
	Signature:

         

         
	Date:
	SECTION
    6 TO BE COMPLETED BY THE ISSUER
	6.      
    For more information about this investment
	Arras
        Minerals Corp.

        777
        Dunsmuir Street, Suite 1610

        Vancouver,
        B.C. V7Y 1K4

        Attention:
        Christopher Richards, Chief Financial Officer

        Email:
        crichards@silverbullresources.com.

        For
        more information about prospectus exemptions, contact your local securities regulator. You can find contact information
        at www.securities-administrators.ca.

	Signature
        of executive officer of the issuer (other than the purchaser):

         
	Date:
	 	 	 	 	 


 






    	B-1-3  





    	 



    

 


Form instructions:


		1.	This
                                         form does not mandate the use of a specific font size or style but the font must be legible.
                                         



		2.	The
                                         information in sections 1, 5 and 6 must be completed before the purchaser completes and
                                         signs the form. 



		3.	The
                                         purchaser, an executive officer who is not the purchaser and, if applicable, the person
                                         who claims the close personal relationship to the purchaser must sign this form. Each
                                         of the purchaser, contact person at the issuer and the issuer must receive a copy of
                                         this form signed by the purchaser. The issuer is required to keep a copy of this form
                                         for 8 years after the distribution.



		4.	The
                                         detailed relationships required to purchase securities under this exemption are set out
                                         in section 2.5 of National Instrument 45-106 Prospectus and Registration Exemptions.
                                         For guidance on the meaning of “close personal friend” and “close business
                                         associate”, please refer to sections 2.7 and 2.8, respectively, of Companion
                                         Policy 45-106CP Prospectus and Registration Exemptions.



 


 


 




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Appendix 2


Saskatchewan
Form 45-106F5


 





Risk Acknowledgement



Saskatchewan
Close Personal Friends and Close Business Associates


I acknowledge that this is a risky
investment:


		·	I
                                         am investing entirely at my own risk. 



		·	No
                                         securities regulatory authority has evaluated or endorsed the merits of these securities.



		·	The
                                         person selling me these securities is not registered with a securities regulatory authority
                                         and has no duty to tell me whether this investment is suitable for me. 



		·	I
                                         will not be able to sell these securities for 4 months. 



		·	I
                                         could lose all the money I invest.



		·	I
                                         do not have a 2-day right to cancel my purchase of these securities or the statutory
                                         rights of action for misrepresentation I would have if I were purchasing the securities
                                         under a prospectus. I do have a 2-day right to cancel my purchase of these securities
                                         if I receive an amended offering document.



I am investing $____________ [total
consideration] in total; this includes any amount I am obliged to pay in future.


I am a close personal friend
or close business associate of __________________________ [state name], who is a _________________________ [state title
- founder, director, senior officer or control person] of Arras Minerals Corp. or an affiliate of Arras Minerals Corp.


I acknowledge that I am purchasing
based on my close relationship with ____________________ [state name of founder, director, senior officer or control person] whom
I know well enough and for a sufficient period of time to be able to assess her/his capabilities and trustworthiness.


I acknowledge that this
is a risky investment and that I could lose all the money I invest.


 


	 	 	 
	Date	 	Signature of Subscriber
	 	 	 
	 	 	Print name of Subscriber



 


 


Sign 2 copies of this document.
Keep one copy for your records.

 


 


 




 
 



    	B-2-1  





    	 



    


SCHEDULE
“C”


UNITED
STATES ACCREDITED INVESTOR CERTIFICATE


TO:Arras Minerals Corp.
(the “Company”)


RE:SUBSCRIPTION FOR
SHARES OF THE COMPANY


Reference
is made to the subscription agreement between the Company and the undersigned (referred to herein as the “Purchaser”)
dated as of the date hereof (the “Subscription Agreement”). Upon execution of this United States Accredited
Investor Certificate, this United States Accredited Investor Certificate shall be incorporated into and form a part of the Subscription
Agreement. Terms not otherwise defined herein have the meanings attributed to them in the Subscription Agreement.


In connection
with the purchase of the Purchased Shares by the Purchaser, the Purchaser represents, warrants and covenants (on its own behalf
or, if applicable, on behalf of those for whom the Purchaser is contracting under the Subscription Agreement) and certifies to
the Company and acknowledges that the Company is relying thereon that the Purchaser has read the following definition of an “accredited
investor” (“U.S. Accredited Investor”) under Rule 501(a) of Regulation D under the United States Securities
Act of 1933, as amended (the “U.S. Securities Act”), and certifies that the Purchaser is a U.S. Accredited
Investor that satisfies one or more of the categories indicated below (check one):


 


“U.S.
Accredited Investor” shall mean any of (check one):


	(a)
    £	A
    bank, as defined in Section 3(a)(2) of the U.S. Securities Act, or 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;	 
	(b)
    £	A
    broker or dealer registered pursuant to Section 15 of the United States Securities Exchange Act of 1934, as amended;	 
	(c)	An
    investment adviser registered pursuant to Section 203 of the United States Investment Advisers Act of 1940, as amended (the
    “U.S. Investment Advisers Act”), or registered pursuant to the laws of a state;	 
	(d)	An
    investment adviser relying on the exemption from registering with the United States Securities and Exchange Commission under
    Section 203(l) or (m) of the U.S. Investment Advisers Act;	 
	(e)
    £	An
    insurance company (as defined in Section 2(a)(13) of the U.S. Securities Act);	 
	(f)
    £	An
    investment company registered under the United States Investment Company Act of 1940, as amended (the “U.S. Investment
    Company Act”);	 
	(g)
    £	A
    business development company (as defined in Section 2(a)(48) of the U.S. Investment Company Act);	 
	(h)
    £	A
    Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the United
    States Small Business Investment Act of 1958, as amended;	 
	(i)	A
    rural business investment company (as defined in Section 384A of the Consolidated Farm and Rural Development Act);	 
	(j)
    £	A
    plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its
    political subdivisions, for the benefit of its employees, if such plan has total assets in excess of US$5,000,000;	 



 


 






    	  





    	 



    

 


	(k)
    £	An
    employee benefit plan within the meaning of the United States Employee Retirement Income Security Act of 1974, as amended
    (“ERISA”) (1) whose investment decision is made by a plan fiduciary as defined in Section 3(21) of ERISA,
    which is either a bank, savings and loan association, insurance company or registered investment advisor, or (2) having total
    assets in excess of US$5,000,000, or (3) if a self-directed plan, with investment decisions made solely by persons that are
    “accredited investors”, as defined in Rule 501(a) of Regulation D under the U.S. Securities Act;	 
	(l)
    £	A
    private business development company as defined in Section 202(a)(22) of the United States Investment Advisers Act;	 
	(m)
    £	An
    organization described in Section 501(c)(3) of the United States Internal Revenue Code of 1986, as amended, corporation, Massachusetts
    or similar business trust, or partnership, not formed for the specific purpose of acquiring the Purchased Shares, with total
    assets in excess of US$5,000,000;	 
	(n)
    £	A
    director or executive officer of the Company;	 
	(o)
    £	A
        natural person with individual “net worth”, or joint “net worth” with his or her spouse, at the
        time of purchase in excess of US$1,000,000;

        Note:
        For purposes of calculating “net worth” under this paragraph:

        (i)       The
        person’s primary residence shall not be included as an asset;

        (ii)       Indebtedness
        that is secured by the person’s primary residence, up to the estimated fair market value of the primary residence
        at the time of the sale of securities, shall not be included as a liability (except that if the amount of such indebtedness
        outstanding at the time of the sale of the Purchased Shares exceeds the amount outstanding 60 days before such time, other
        than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability);
        and

        (iii)       Indebtedness
        that is secured by the person’s primary residence in excess of the estimated fair market value of the primary residence
        at the time of the sale of the Purchased Shares shall be included as a liability.
	 
	(p)£	A
    natural person who had an individual income in excess of US$200,000 in each of the last two years or joint income with his
    or her spouse in excess of US$300,000 in each of those years, and who reasonably expects to reach the same income level in
    the current year;	 
	(q)	A
    natural person who holds, in good standing, one of the following professional licenses: the General Securities Representative
    license (Series 7), the Private Securities Offerings Representative license (Series 82), or the Investment Adviser
    Representative license (Series 65);	 
	(r)
    £	A
    trust, with total assets in excess of US$5,000,000, not formed for the specific purpose of acquiring the Purchased Shares,
    whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) under the U.S. Securities Act; or	 
	(s)
    £	An
    entity in which all of the equity owners are U.S. Accredited Investors.	 


 


The Purchaser
acknowledges that if it is an individual U.S. Accredited Investor that is relying on the net worth or income eligibility qualifications
set forth in (o) or (p) above, such Purchaser shall also complete and deliver to the Company a U.S. Individual Accredited Investor
Questionnaire in the form attached as Appendix I to this Schedule “C”.


 


 






    	  





    	 



    

 


The representations,
warranties, statements and certifications made in this United States Accredited Investor Certificate are true and accurate as
of the date of this United States Accredited Investor Certificate and will be true and accurate as of the Closing Date and the
Purchaser acknowledges that this certificate is incorporated into and forms part of the subscription agreement to which it is
attached. If any such representation, warranty, statement or certification becomes untrue or inaccurate prior to the Closing Date,
the undersigned Purchaser shall give the Company immediate written notice thereof.


 


 


	 

         

         

	Signature
    of Purchaser of Authorized Signatory of Purchaser
	 
	Name
    of Purchaser [Please Print]
	Name
    and Office of Authorized Signatory of Purchaser [Please Print]



 
 


    	  





    	 



    


APPENDIX I
TO SCHEDULE “C”


U.S.
INDIVIDUAL ACCREDITED INVESTOR QUESTIONNAIRE


I understand that in order to be
accepted as an “accredited investor”, I must satisfy certain of the following standards. The undersigned hereby represents
and warrants to Arras Minerals Corp. (the “Company”) as follows:


 


GENERAL INFORMATION REQUIRED OF
EACH PROSPECTIVE INVESTOR:





 


1. General Information 



	Name(s):	 	 	 	 
	Principal Residence:	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	Business Hours Telephone:	 	 	 	 
	Home Telephone:	 	 	 	 
	Email:	 	 	 	 
	 	 	 	 	 









2. Financial Status.  Please
answer the following questions concerning your financial status by marking the appropriate box and filling in the blanks.


 


2.1 Does
your individual or joint (together with your spouse) net worth exceed US$1,000,000? For the purpose of calculating your individual
or joint (together with your spouse) net worth, (i) your primary residence shall not be included as an asset, (ii) indebtedness
that is secured by your primary residence, up to the estimated fair market value of the primary residence as of the date hereof,
shall not be included as a liability (except that if the amount of such indebtedness outstanding as of the date hereof exceeds
the amount outstanding 60 days before the date hereof, other than as a result of the acquisition of the primary residence, the
amount of such excess shall be included as a liability) and (iii) indebtedness that is secured by your primary residence in excess
of the estimated fair market value of your primary residence as of the date hereof shall be included as a liability:


 


[_]Yes[_]No






2.1.1 If
you answered “No” to Question 2.1, please indicate the actual amount of individual or joint (together with your spouse)
net worth (calculated in accordance with the instructions provided in Question 2.1 above).


 




US$ ______________


 




2.2 Please indicate, for each of the two most recent years, what your individual income (or joint income together with your
spouse) was, and for the current year what your individual income (or joint income together with your spouse) is expected to be.




2017 Individual ____________________Joint______________________


2018 Individual
____________________Joint______________________


2019 Individual
____________________Joint______________________


 


3. Financial Background. Please
respond to the following questions, supplying as much detail as possible in order to make your answers complete.


 


3.1 Indicate
by check mark which of the following categories best describes the extent of your prior experience in the areas of investment
listed below:


 




	No Experience	Some
Experience	Substantial Experience	 
	[_]	[_]	[_]	Marketable
Securities
	[_]	[_]	[_]	Securities
for which no public market exists
	 	 	 	 












3.2 For
those investments for which you indicated “Substantial Experience” or “Some Experience” in question 3.1
above, please answer the following additional question:





How often do
you make your own investment decisions with respect to such investments?


 


    	C-1  





    	 



    


3.3 Do
you have adequate means of providing for your current needs and personal contingencies and have no need for liquidity in such
investments?





[_]Yes[_]No






4. Prior Purchases of Securities.
Have you made prior purchases of securities sold in reliance on the private offering exemption from registration under the
U.S. Securities Act?





[_]Yes[_]No




I hereby represent and warrant that:





(a)
I, individually or together with my spouse, have a net worth (i.e., a total assets in excess of total liabilities,
as calculated in accordance with the instructions provided in Question 2.1 above) of at least US$1,000,000; or





(b)
I, individually (without my spouse), have had an income of not less than US$200,000 (or, jointly with my spouse, US$300,000)
during each of the last two years, and reasonably expect that I will have an income of at least US$200,000 (or US$300,000, together
with my spouse) during the present year.






The foregoing representations and
warranties and all other information which I have provided to the Company concerning myself and my financial condition are true
and accurate as of the date hereof. If in any respect, such representations, warranties, or information shall not be true and
accurate, I will give written notice of such fact to the Company specifying which representations, warranties or information are
not true and accurate, and the reasons therefor.





I understand that the information
contained herein is being furnished by me in order for the Company to determine my suitability as an “accredited investor”,
may be accepted by the Company in light of the requirements of Section 4(a)(2) of the U.S. Securities Act and that the Company
will rely on the information contained herein for purposes of such determination.


 


 


IN WITNESS WHEREOF, the undersigned
has executed this U.S. Individual Accredited Investor Questionnaire as of theday of _______________________, 2021.


 


___________________________________

Print or Type Name


 




X___________________________________

Signature


 


 




    	C-2  





    	 



    


SCHEDULE
“D”


CERTIFICATION
OF U.S. PURCHASER


Form of
Declaration for Removal of Legend


TO:Arras
Minerals Corp. (the “Company”) (and any future transfer agent thereof)


The undersigned
(a) acknowledges that the sale of ____________  of the Company to which this declaration relates, represented
by certificate number _______________(the “Securities”), is being made in reliance on Rule 904 of Regulation
S (“Regulation S”) under the United States Securities Act of 1933, as amended (the “U.S. Securities
Act”), and (b) certifies that (1) it is not (A) an “affiliate” (as defined in Rule 405 under the
U.S. Securities Act) (an “Affiliate”) of the Company, (B) a “distributor” (as defined in Regulation
S) (a “Distributor”), (C) an Affiliate of a Distributor or (D) acting on behalf of any of the persons set forth
in (A), (B) or (C) above, (2) the offer of the 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 in, on or through the
facilities of the Toronto Stock Exchange or the TSX Venture Exchange (or another designated offshore securities market) 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 any of their behalf has engaged or will engage
in any “directed selling efforts” in the United States in connection with the offer and sale of the Securities, (4) the
sale of the Securities is bona fide and not for the purpose of “washing off” the resale restrictions imposed because
the Securities are “restricted securities” (as such term is defined in Rule 144(a)(3) under the U.S. Securities
Act), (5) the seller does not intend to replace the Securities with fungible unrestricted securities, and (6) the contemplated
sale of the Securities is not a transaction, or part of a series of transactions which, although in technical compliance with
Regulation S under the U.S. Securities Act, 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.


 


	 	 	 
	Date	 	Signature of Subscriber
	 	 	 
	 	 	Print name of Signatory (if different from Purchaser)
	 	 	 
	 	 	Title





 


 


 



    	D-1