a5744716ex10_1.htm


    
      EXHIBIT
10.1

      


      LEGEND
INTERNATIONAL HOLDINGS, INC.

       

      PRIVATE
PLACEMENT SUBSCRIPTION AGREEMENT FOR SHARES OF COMMON STOCK

       

      
        	
                HAVE
      YOU COMPLETED THIS SUBSCRIPTION AGREEMENT PROPERLY?

                The
      following items in this Subscription Agreement must be completed. Please
      check each applicable box. If the Subscriber is acting on behalf of more
      than one disclosed principal, a separate subscription agreement must be
      completed for each disclosed principal.

              
	
                All
      Subscribers

              
	 
      	 
      	
                The
      sections on the next page of this Subscription
Agreement

              
	
                 

                Subscribers in CANADA
      other than the Province of Québec

              
	 
      	 
      	
                Schedule
      “B” indicating which category is applicable

              
	
                 

                Subscribers located in
      UNITED STATES

              
	 
      	 
      	
                Schedule
      “C” indicating which category is applicable

              
	 
      
	
                You
      may not change any part of this agreement without the consent of Legend
      International Holdings, Inc.

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      SUBSCRIPTION
AGREEMENT

      


      
        	
                TO:

              	
                LEGEND
      INTERNATIONAL HOLDINGS, INC. (THE “COMPANY”)

              
	
                AND
      TO:

              	
                BMO NESBITT BURNS INC. (“BMO
      NESBITT BURNS”), WELLINGTON WEST CAPITAL MARKETS
      INC. AND BBY
      LTD. (TOGETHER
      WITH BMO NESBITT BURNS, THE “AGENTS”).

              
	 
      
	
                The
      undersigned subscriber (the “Subscriber”), on its own
      behalf and, if applicable, on behalf of those for whom the undersigned is
      contracting hereunder, hereby irrevocably subscribes for and agrees to
      purchase the number of Common Shares (as defined herein) of the Company to
      be issued for the aggregate subscription price set out below (the “Subscription Amount”).
      For certainty, all schedules are incorporated herein by reference and are
      integral parts of this agreement (this subscription agreement together
      with all schedules, the “Subscription
      Agreement”). The Subscriber is responsible for obtaining such legal
      advice as it considers appropriate in connection with the execution,
      delivery and performance by it of this Subscription
    Agreement.

              
	
                ___________________________________________________

              	 
      	
                Number
      of Common Shares:  __________________________

              
	
                Name
      of Subscriber - please print

                ___________________________________________________

                Signature
      (of individual or authorized signatory)

              	 
      	 
      
	
                Subscription
      Price per Common Share: US$2.50

              
	 
      	 
      	 
      
	
                ___________________________________________________

              	 
      	
                Aggregate Subscription
      Price:  US$_____________________

              
	
                Official
      Capacity/Title (of authorized signatory) - please print

              	 
      
	
                ___________________________________________________

              	 
      	 
      
	
                Please
      print name of individual whose signature appears above if different than
      the name of the subscriber printed above.

              	 
      	
                Disclosed Principal
      Information:

                Please
      complete if purchasing as agent or trustee for a principal (beneficial
      purchaser) (a “Disclosed Principal”) and not purchasing as trustee or
      agent for accounts fully managed by it.

                ____________________________________________________

                Name
      of Principal

                ____________________________________________________

                Principal’s
      Street Address

                ____________________________________________________

                City
      and Province/State or
      Country                      Postal/Zip
      Code

                ____________________________________________________

                Telephone
      Number                                           Facsimile
      Number

              
	
                 

                ___________________________________________________

              	 
      
	
                Subscriber’s
      Street Address

                ___________________________________________________

              
	
                City
      and Province/State or Country Postal/Zip Code

                ___________________________________________________

              
	
                Telephone
      Number                                               Email
      Address

                 

              


      

      


      
        	
                Register the Common Shares as set forth
      below:

              	 
      	
                Deliver the Common Shares as set forth
      below:

              
	 
      	 
      	 
      
	
                __________________________________________

              	 
      	
                _______________________________________________

              
	
                Name

              	 
      	
                Name

              
	
                __________________________________________

              	 
      	
                _______________________________________________

              
	
                Account
      reference, if applicable

              	 
      	
                Account
      reference, if applicable

              
	 
      	 
      	 
      
	
                __________________________________________

              	 
      	
                _______________________________________________

              
	
                Address,
      including postal code

                 

              	 
      	
                Address,
      including postal code

              
	
                __________________________________________

                Phone
      Number:

              	 
      	
                _______________________________________________

                Phone
      Number:

              
	 
      


      

      


      
        	
                A COMPLETED AND EXECUTED COPY
      OF THIS SUBSCRIPTION AGREEMENT, INCLUDING THE SCHEDULE(S), MUST BE
      DELIVERED OR FAXED BY 4:00 p.m. ON MAY 29, 2008
      TO:

                BMO
      Capital Markets Corp., 3 Times Square, 27th
      Floor, New York, NY  10036

                Attention: Catherine Cruz, Fax: (212)
      702-1933

              


      

       –
INTERPRETATION

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        Definitions

      

       

      Whenever
used in this Subscription Agreement, unless there is something in the subject
matter or context inconsistent therewith, the following words and phrases shall
have the respective meanings ascribed to them as follows:

       

      “Agency
Agreement” means the Agency Agreement to be entered into between
the Agents and the Company in respect of the Offering.

       

      “Agents” means,
collectively, BMO Nesbitt Burns, Wellington West Capital Markets Inc. and BBY
Ltd., and their broker-dealer affiliates as well as the U.S.
Agents.

       

      “BMO Nesbitt Burns” means BMO Nesbitt
Burns Inc.

       

      “Business
Day” means a day other than a Saturday, Sunday or any other day on
which the principal chartered banks located in Toronto, Ontario are not open for
business.

       

      “Closing”
shall have the meaning ascribed to such term in Section 4.1.

       

      “Closing
Date” shall have the meaning ascribed to such term in Section
4.1.

       

      “Closing
Time” shall have the meaning ascribed to such term in
Section 4.1.

       

      “Common
Shares” means shares of common stock in the capital of the
Company.

       

      “Company”
means Legend International Holdings, Inc.

       

      “Disclosed
Principal” shall have the meaning ascribed to such term on the
second page of this Subscription Agreement.

       

      “NI
45-106” means National Instrument 45-106 Prospectus
and Registration Exemptions.

       

      “Offering” means
the offering of Common Shares pursuant to this Subscription Agreement and the
Agency Agreement.

       

      “person”
means any individual (whether acting as an executor, trustee administrator,
legal representative or otherwise), corporation, firm, partnership, sole
proprietorship, syndicate, joint venture, trustee, trust, unincorporated
organization or association, and pronouns have a similar extended
meaning.

       

      “Securities
Laws” means, as applicable, the securities laws, regulations,
rules, rulings and orders in each of the provinces and territories of Canada,
and in the United States and each state of the United States.

       

      “Subscriber”
means the subscriber for the Common Shares as set out on the second page of this
Subscription Agreement and includes, as applicable, each Disclosed Principal for
whom it is acting.

       

      “Subscription
Agreement” means this subscription agreement (including any
schedules hereto) and any instrument amending this Subscription
Agreement.

       

      “Subscription
Amount” shall have the meaning ascribed to such term on the second
page of this Subscription Agreement.

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      


      “Term Sheet” means the term sheet delivered to potential
purchasers of Common Shares, a copy of which is attached hereto as Schedule
“A”.

      


      “United States” means the United States of America, its territories
and possessions, any State of the United States and the District of
Columbia.

      


      “U.S. Accredited Investor”
means “accredited investor” as defined in Rule
501(a) of Regulation D adopted pursuant to the U.S. Securities
Act.

      


      “U.S. Agents” means the U.S. broker-dealer affiliates of the
Agents.

      


      “U.S. Person” has the meaning set forth in Rule 902(k) of
Regulation S under the U.S. Securities Act.  Without limiting the
foregoing, but for greater clarity in this Agreement, a U.S. Person includes,
subject to the exclusions set forth in Regulation S, (1) any natural person
resident in the United States,  (2) any partnership or corporation
organized or incorporated under the laws of the United States, (3) any estate or
trust of which any executor, administrator or trustee is a U.S. Person, (4) any
discretionary account or similar account (other than an estate or trust) held by
a dealer or other fiduciary organized, incorporated, or (if an individual)
resident in the United States, and (5) any partnership or corporation organized
or incorporated under the laws of any non-U.S. jurisdiction which is formed by a
U.S. Person principally for the purpose of investing in securities not
registered under the U.S. Securities Act, unless it is organized or
incorporated, and owned, by U.S. Accredited Investors who are not natural
persons, estates or trusts.

      


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

       

      
        Gender
and Number

      

       

      Words
importing the singular number only shall include the plural and vice versa,
words importing the masculine gender shall include the feminine gender and words
importing persons shall include firms and corporations and vice
versa.
 

      Currency


       

      Unless
otherwise specified, the symbol “US$” means in U.S. dollars and “Cdn$”, means in
Canadian dollars.

      
         

        Subdivisions
and Headings



       

      The
division of this Subscription Agreement into Articles, Sections, Schedules and
other subdivisions and the inclusion of headings are for convenience of
reference only and shall not affect the construction or interpretation of this
Subscription Agreement.  The headings in this Subscription Agreement
are not intended to be full or precise descriptions of the text to which they
refer.  Unless something in the subject matter or context is
inconsistent therewith, references herein to an Article, Section, Subsection,
paragraph, clause or Schedule are to the applicable article, section,
subsection, paragraph, clause or schedule of this Subscription
Agreement.

       

       

       –
SCHEDULES

      
 

      Description
of Schedules

       

       

      The
following are the Schedules attached to and forming part of this Subscription
Agreement:

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

                                      

      
        	 	Schedule  “A”   	- 	Term
      Sheet
	 	Schedule  “B” 	-	Canadian
      Accredited Investor Status Certificate
	
                 
      

              	
                Schedule  “C”

              	
                -

              	
                U.S.
      Accredited Investor Certificate

              


      

      
        	
                 
      

              	
                Schedule
      “D”

              	
                -

              	
                Form
      of Declaration for Removal of
Legend

              


      

      


      


       -
SUBSCRIPTION AND DESCRIPTION OF COMMON SHARES

      
Subscription
for Common Shares

       

      The
Subscriber hereby confirms its irrevocable subscription for and offer to
purchase the Common Shares from the Company, on and subject to the terms and
conditions set out in this Subscription Agreement and for the Subscription
Amount which is payable as described in Article 4 hereto and set forth on the
second page hereof.

       

      Acceptance
and Rejection of Subscription by the Company

       

       

      The
Subscriber acknowledges and agrees that the Company reserves the right, in its
absolute discretion, to reject this subscription for Common Shares, or to
terminate the Offering, in whole or in part, at any time prior to the Closing
Time.  If this subscription is rejected in whole, or the Offering is
terminated, any cheques or other forms of payment delivered to the Agents
representing the Subscription Amount will be promptly returned to the Subscriber
without interest or deduction. If this subscription is accepted only in part, a
cheque representing any refund of the Subscription Amount for that portion of
the subscription for the Common Shares which is not accepted, will be promptly
delivered to the Subscriber without interest or deduction.

       

      Settlement
of Common Shares

       

      Settlement
of the Common Shares will be effected by means of physical Common Share
certificates registered in the name of one of the Agents on behalf of such
Subscriber, or as the Subscriber otherwise directs.

       

      Promptly
after the Closing, the Canadian or off-shore Subscriber will receive a written
ownership statement containing the legend detailing the resale restrictions that
apply to the Common Shares under applicable securities
legislation.  By executing this Subscription Agreement, the Subscriber
agrees that if such Subscriber transfers the Common Shares during any applicable
hold periods, the Subscriber will deliver such ownership statement to the
subsequent transferee and will comply with all applicable Securities
Laws.

       

       

       -
CLOSING

       

      
        Closing

      

       

      Delivery
and sale of the Common Shares and payment of the Subscription Amount will be
completed (the “Closing”) at the
offices of Phillips Nizer LLP (666 Fifth Avenue, New York, NY) at or about 12:00
p.m. (the “Closing Time”) on June
3, 2008 or such other place, date or time as the Company and the Agents may
agree (the “Closing Date”). If,
prior to the Closing Time, the terms and conditions contained in this
Subscription Agreement and the Agency Agreement have been complied with to the
satisfaction of the Agents, or waived by the Agents, the Agents shall deliver to
the Company at the Closing Time all completed Subscription Agreements and
payment of the aggregate Subscription Amount for all of the Common Shares sold
pursuant to the Agency Agreement against delivery of certificates representing
the Common Shares and such other documentation as may be required pursuant to
the Subscription Agreement and the Agency Agreement.

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      


      If,
prior to the Closing Time, the terms and conditions contained in this
Subscription Agreement (other than delivery by the Company, if and as
applicable, to the Agents on behalf of the Subscriber of certificates
representing the Common Shares) and the Agency Agreement have not been complied
with to the satisfaction of the Agents, or waived by them, the Agents, the
rights and obligations of the Subscribers hereunder shall cease and determine
(but without prejudice to any accrued rights the Company may have in respect of
any prior breach by the Subscriber of the terms hereof) and any monies that the
Subscriber has paid to the Agents in respect of its subscription for the Common
Shares will be returned to the Subscriber, without interest, or deduction, as
soon as practicable. The Agents have the right, inter
alia, to terminate the Agency Agreement in their absolute discretion (and
the Subscribers’ obligations hereunder) in certain circumstances set out in the
Agency Agreement.

       

      
        Conditions
of Closing

      

       

      The
Subscriber acknowledges and agrees that the obligations of the Company hereunder
are conditional on the accuracy of the representations and warranties of the
Subscriber contained in this Subscription Agreement as of the date of this
Subscription Agreement, and as of the Closing Time as if made at and as of the
Closing Time, and the fulfillment of the following additional conditions as soon
as possible and in any event not later than the Closing Time:

      


      
        	
                a)  

              	
                payment
      by the Subscriber of the Subscription Amount by wire transfer or certified
      cheque payable to the Agents or as otherwise directed by the
      Agents;

              


      

      


       

      
        	
                b)  

              	
                the
      Subscriber having properly completed, signed and delivered this
      Subscription Agreement to:

              


      

      


       

      BMO
Capital Markets Corp.

      3 Times Square, 27th
Floor

      New
York, NY  10036

      


      
        	
                c)  

              	
                the
      Subscriber having properly completed, signed and delivered one of either
      Schedule “B” or “C” as applicable:

              


      

      


       

      
        	
                a.  

              	
                if
      the Subscriber is resident in or otherwise subject to the Securities Laws
      of the provinces of British Columbia, Alberta, Saskatchewan, Manitoba,
      Ontario, Nova Scotia, New Brunswick, Newfoundland and Labrador or Prince
      Edward Island and is purchasing as an “accredited investor”, a duly
      completed and executed Canadian Accredited Investor Status Certificate in
      the form attached hereto as Schedule “B”;
or

              


      

      


       

      
        	
                b.  

              	
                if
      the Subscriber is a U.S. Person or was present in the United States at the
      time the offer was made or this Subscription Agreement was signed, a duly
      completed and executed U.S.  Accredited Investor certificate in
      the Form attached hereto to as Schedule
“C”.

              


      

      


       

      


       

      
        	
                 
      

              	
                Power
      of Attorney

              


      

      


       

      The
Subscriber irrevocably authorizes BMO Nesbitt Burns in its discretion, to act as
the Subscriber’s representative at the Closing, and hereby appoints BMO Nesbitt
Burns, with full power of substitution, as its true and lawful attorney with the
full power and authority to act for and in the name of the Subscriber, to
execute and deliver such documents, instruments or agreements and do all acts
necessary to effect the following:

       

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

      


      
        	
                a)  

              	
                if
      delivered, to receive certificates representing the Common Shares, to
      execute in the Subscriber’s name and on its behalf all closing receipts
      and required documents, if any, to complete and correct any manifest
      errors or omissions in any form or document provided by the Subscriber,
      including this Subscription Agreement and the Schedules hereto, in
      connection with the subscription for the Common Shares and to exercise any
      rights of termination contained in the Agency
  Agreement;

              


      

      


       

      
        	
                b)  

              	
                to
      negotiate and settle documents related to the Offering including any
      opinions, certificates or other documents addressed to the
      Subscriber;

              


      

      


       

      
        	
                c)  

              	
                to
      extend or shorten any time periods and to modify or waive, in whole or in
      part, any representations, warranties, covenants or conditions for the
      Subscriber’s benefit contained in this Subscription Agreement and the
      Agency Agreement or any ancillary or related document, provided that such
      extensions, modifications, or waivers do not materially affect the
      Subscriber’s obligations or economic benefits under this Subscription
      Agreement;

              


      

      


       

      
        	
                d)  

              	
                to
      make payment of the Subscription Amount for the Common Shares purchased
      hereby on behalf of the Subscriber or any Disclosed
    Principal;

              


      

      


       

      
        	
                e)  

              	
                to
      terminate this Subscription Agreement if any condition precedent is not
      satisfied, in such manner and on such terms and conditions as the Agents
      in their sole discretion may determine and the Agents shall have no
      liability to any Subscriber whatsoever in connection with any decision to
      waive any of such conditions or to extend the time for satisfaction of
      such conditions or any decision to exercise or not exercise or extend the
      right to terminate the Agency Agreement;
and

              


      

      


       

      
        	
                f)  

              	
                without
      limiting the generality of the foregoing, to negotiate, settle, execute,
      deliver and amend the Agency
Agreement.

              


      

      


       

      The
power of attorney is irrevocable, is coupled with an interest, and has been
given for valuable consideration, the receipt and adequacy of which is
acknowledged.  The power of attorney and other rights and privileges
granted under this Section 4.3 will survive any legal or mental incapacity,
dissolution, bankruptcy or death of the Subscriber.  The power of
attorney extends to the heirs, executors, administrators, other legal
representatives and successors, transferees and assigns of the Subscriber. Any
person dealing with BMO Nesbitt Burns may conclusively presume and rely upon the
fact that any document, instrument or agreement executed by BMO Nesbitt Burns
pursuant to this power of attorney is authorised and binding on the Subscriber,
without further inquiry. The Subscriber agrees to be bound by any
representations or actions made or taken by BMO Nesbitt Burns pursuant to this
power of attorney, and waives any and all defences that may be available to
contest, negate or disaffirm any action of BMO Nesbitt Burns taken in good faith
under this power of attorney.

       

       

       

       -
REPRESENTATIONS AND WARRANTIES OF THE COMPANY

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      
        Representations,
Warranties and Covenants of the Company

      

       

      The
Subscriber shall be entitled to rely on the representations, warranties and
covenants made by the Company to the Agents and set forth in the Agency
Agreement, to the extent they have not been amended or waived by the
Agents.  Such representations and warranties shall form an integral
part of this Subscription Agreement and shall survive the closing of the
purchase and sale of the Common Shares and shall continue in full force and
effect for the benefit of the Subscriber in accordance with the Agency Agreement
and this Subscription Agreement.

       

       

       

       

       -
ACKNOWLEDGEMENTS, COVENANTS, REPRESENTATIONS AND WARRANTIES OF THE
SUBSCRIBER

       

      
        Acknowledgements,
Representations, Warranties and Covenants of Subscribers who are NOT U.S. Persons and
who were NOT in
the United States when this offer of Common Shares was received or
signed

      

       

      The
Subscriber, which is not a U.S. Person, was not offered the Common Shares in the
United States, and which did not sign this Subscription Agreement in the United
States, on its own behalf and, if applicable, on behalf of others for whom it is
acting hereunder, hereby represents and warrants to, and covenants with, the
Company and the Agents as follows, and acknowledges that the Company and the
Agents are relying on such representations and warranties in connection with the
transactions contemplated herein:

      


      
        	
                a)  

              	
                The
      Subscriber certifies that it is resident in the jurisdiction set out on
      the second page of this Subscription Agreement.  Such address
      was not created and is not used solely for the purpose of acquiring the
      Common Shares and the Subscriber was solicited to purchase in such
      jurisdiction.

              


      

      


       

      
        	
                b)  

              	
                The
      Subscriber has properly completed, executed and delivered to the Company
      the applicable certificate(s) (dated as of the date hereof) set forth in
      Schedule “B” and the information contained therein is true and correct,
      both as of the date of execution of this Subscription Agreement and as of
      the Closing Time.

              


      

      


       

      
        	
                c)  

              	
                The
      Subscriber is not a U.S. Person nor subscribing for the Common Shares for
      the account of a U.S. Person or for resale in the United States and the
      Subscriber confirms that the Common Shares have not been offered to the
      Subscriber in the United States and that this Subscription Agreement has
      not been signed in the United
States.

              


      

      


       

      
        	
                d)  

              	
                The
      Subscriber will not offer, sell or otherwise dispose of the Common Shares
      in the United States or to a U.S. Person unless the Company has consented
      to such offer, sale or distribution and such offer, sale or disposition is
      made in accordance with an exemption from the registration requirements
      under the U.S. Securities Act and the securities laws of all applicable
      states of the United States or the U.S. Securities and Exchange Commission
      has declared effective a registration statement in respect of such
      securities.

              


      

      


       

      
        	
                e)  

              	
                If
      the Subscriber is not a person resident in Canada, the subscription for
      the Common Shares by the Subscriber does not contravene any of the
      applicable securities legislation in the jurisdiction in which the
      Subscriber resides and does not give rise to any obligation of the Company
      or the Agents to prepare and file a prospectus or similar document or to
      register the Common Shares or to be registered with or to file any report
      or notice with any governmental or regulatory
  authority.

              


      

      


       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      
        	
                f)  

              	
                The
      Subscriber is not a national or resident of the United States, Australia
      or the Republic of Ireland or Japan or a company, partnership or other
      entity organised under the laws of the United States, Australia or the
      Republic of Ireland or Japan and the Subscriber will not offer, sell or
      deliver directly or indirectly any of the Common Shares in the United
      States, Australia, the Republic of Ireland or Japan or to or for the
      benefit of any person resident in such
  jurisdictions.

              


      

      


       

      
        	
                g)  

              	
                The
      Subscriber will not sell, transfer or dispose of the Common Shares except
      in accordance with all applicable securities laws, and the Subscriber
      acknowledges that the Company and Agents shall have no obligation to
      register any purported sale, transfer or disposition which violates such
      securities laws.

              


      

      


       

      
        	
                h)  

              	
                The
      subscription for the Common Shares has not been made through or as a
      result of, and the distribution of the Common Shares is not being
      accompanied by any advertisement, including without limitation in printed
      public media, radio, television or telecommunications, including
      electronic display, or as part of a general
  solicitation.

              


      

      


       

      
        	
                i)  

              	
                If
      the Subscriber is resident in or otherwise subject to the Securities Laws
      applicable in the Province of Ontario, the information provided by the
      Subscriber on the second page of this Subscription Agreement identifying
      the name, address and telephone number of the Subscriber, the number of
      Common Shares being purchased hereunder and the total purchase price as
      well as the Closing Date and the exemption that the Subscriber is relying
      on in purchasing the Common Shares will be disclosed to the Ontario
      Securities Commission, and such information is being indirectly collected
      by the Ontario Securities Commission under the authority granted to it
      under securities legislation. This information is being collected for the
      purposes of the administration and enforcement of the securities
      legislation of Ontario. Each Subscriber (for certainty including each
      Disclosed Principal) hereby authorizes the indirect collection of such
      information to the Ontario Securities Commission. In the event the
      Subscriber has any questions with respect to the indirect collection of
      such information by the Ontario Securities Commission, the Subscriber
      should contact the Ontario Securities Commission, Administrative Assistant
      to the Director of Corporate Finance at (416) 593-8086 or in person or
      writing at Suite 1900, Box 55, 20 Queen Street West, Toronto, Ontario M5H
      3S8.

              


      

      


       

      
        Acknowledgements,
Representations, Warranties and Covenants of the Subscriber that IS a U.S. Person or
was in the United States at the time this offer of Common Shares was received or
signed

      

       

      The
Subscriber, which is a U.S. Person, was offered the Common Shares in the United
States, or which signed this Subscription Agreement in the United
States,  on its own behalf and, if applicable, on behalf of others for
whom it is acting hereunder, hereby represents and warrants to, and covenants
with, the Company and the Agents as follows and acknowledges that the Company
and the Agents are relying on such representations and warranties in connection
with the transactions contemplated herein:

      


       

      
        	
                a)  

              	
                The
      Subscriber is a U.S. Accredited Investor and is acquiring the Common
      Shares for its own account or for the account of another U.S. Accredited
      Investor over which the Subscriber exercises sole investment direction and
      not with a view to resale for distribution of the Common Shares in
      violation of United States Securities Laws and the Subscriber certifies
      that it and each Disclosed Principal is a resident in the jurisdiction set
      out on the second page of this Subscription Agreement and that the
      investment decision with respect to the Common Shares was made in such
      jurisdiction.  Such address was not created and is not used
      solely for the purpose of acquiring the Securities and the Subscriber was
      solicited to purchase in such
jurisdiction.

              


      

      


       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      
        	
                b)  

              	
                The
      Subscriber has properly completed, executed and delivered to the Company
      the applicable certificate(s) (dated as of the date hereof) set forth in
      Schedule “C”, as applicable, and the information contained therein is true
      and correct, both as of the date of execution of this Subscription
      Agreement and as of the Closing
Time.

              


      

      


       

      
        	
                c)  

              	
                In
      the event that the Subscriber requests that the certificates representing
      the Common Shares be registered and/or delivered in the name of someone
      with an address in a state other than the state of its residence as set
      out on the face page hereof, it has done so only for safekeeping or as a
      bare trusteeship with respect to such certificate in accordance with its
      normal business practice.

              


      

      


       

      
        	
                d)  

              	
                The
      Subscriber is not a national or resident of Australia or the Republic of
      Ireland or Japan or a company, partnership or other entity organised under
      the laws of the Australia or the Republic of Ireland or Japan and the
      Subscriber will not offer, sell or deliver directly or indirectly any of
      the Common Shares in Australia or the Republic of Ireland or Japan or to
      or for the benefit of any person resident in Australia or the Republic of
      Ireland or Japan.

              


      

      


       

      
        	
                e)  

              	
                The
      subscription for the Common Shares has not been made through or as a
      result of, and the distribution of the Common Shares is not being
      accompanied by any general solicitation or general advertising (as those
      terms are used in Regulation D in the U.S. Securities Act), including
      advertisements, articles, notices or other communication published in any
      printed public media, radio, television or telecommunications, including
      electronic display, or any seminar or meeting whose attendees have been
      invited by any general solicitation or general
  advertising.

              


      

      


       

      
        	
                f)  

              	
                The
      Subscriber agrees to indemnify and hold harmless the Company and the
      Agents and each of their respective officers, directors, employees and
      agents from and against any and all costs, liabilities and expenses,
      including attorneys’ fees, arising out of or related in any way to any
      breach of any confirmation, representation, warranty or undertaking
      contained in this Subscription
Agreement.

              


      

      


       

      
        	
                g)  

              	
                The
      Subscriber understands that the Common Shares will be “restricted
      securities” as defined in Rule 144(a)(3) under the U.S. Securities Act and
      agrees that if it decides to offer, sell or otherwise transfer any of the
      Common Shares, such Common Shares may be offered, sold or otherwise
      transferred only (A) to the Company; (B) outside the United States in
      accordance with Rule 904 of Regulation S under the U.S. Securities Act;
      (C) within the United States in accordance with (i) Rule 144A to a person
      who the seller reasonably believes is a Qualified Institutional Buyer that
      is purchasing for its own account or for the account of a Qualified
      Institutional Buyer to whom notice is given that the offer, sale, or
      transfer is being made in reliance on Rule 144A, if available, or (ii) the
      exemption from registration under the U.S. Securities Act provided by Rule
      144 thereunder, if applicable; (D) in a transaction that does not require
      registration under the U.S. Securities Act or any applicable U.S. state
      laws and regulations governing the offer and sale of securities; or (E)
      pursuant to an effective registration statement under the U.S. Securities
      Act, provided that with respect to sales or transfers under clauses
      (C)(ii) or (D), only if the holder has furnished to the Company an opinion
      of counsel, reasonably satisfactory to the Company, prior to such sale or
      transfer and in each case in accordance with any applicable state
      securities laws in the United States or securities laws of any other
      applicable jurisdiction;

              


      

      


      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      
        	
                h)  

              	
                The
      Subscriber understands and acknowledges that all certificates representing
      the Common Shares originally issued to a U.S. Person or a person in the
      United States, or a person for the account or benefit of a U.S. Person, as
      well as all certificates in exchange for or in substitution of the
      foregoing securities, until such time as the same is no longer required
      under applicable requirements of the U.S. Securities Act or applicable
      state securities laws, shall bear the following
  legend:

              


      

      


      “THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR UNDER ANY
STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THESE SECURITIES, AGREES
FOR THE BENEFIT OF THE COMPANY THAT THESE SECURITIES MAY BE OFFERED, SOLD
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) OUTSIDE THE UNITED
STATES IN ACCORDANCE WITH REGULATION S UNDER THE U.S. SECURITIES ACT AND IN
COMPLIANCE WITH CANADIAN LOCAL LAWS AND REGULATIONS, (C) IN COMPLIANCE WITH (I)
RULE 144A OF THE U.S. SECURITIES ACT TO A PERSON WHO THE SELLER REASONABLY
BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER THAT IS PURCHASING FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS
GIVEN THAT THE OFFER, SALE OR TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,
OR (II) THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE U.S.
SECURITIES ACT, IF APPLICABLE, AND, IN EACH CASE, IN ACCORDANCE 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, AND, IN THE CASE OF (C)(II) AND (D), 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.”

       

      Provided
that If any such securities are being sold under clause h(C)(ii) or h(D) above,
the legend may be removed by delivery to the transfer agent for the Company and
the Company of an opinion of counsel, of recognized standing reasonably
satisfactory to the Company, that such legend is no longer required under
applicable requirements of the U.S. Securities Act or state securities
laws.

      


      
        	
                i)  

              	
                The
      Common Shares have not been registered under the U.S. Securities Act or
      any applicable state securities laws, the offer and sale are being made in
      reliance on a private placement exemption provided by Rule 506 of
      Regulation D under the U.S. Securities Act thereunder to investors who are
      U.S. Accredited Investors and the Common Shares may not be offered or sold
      in the United States or to U.S. Persons unless such securities are
      registered under such Act or an exemption from the registration
      requirements of such Act is available.  The Subscriber further
      understands that there is no assurance that any exemption from
      registration under the U.S. Securities Act will be available and that,
      even if available, such exemption may not allow the Subscriber to transfer
      all or any portion of the Common Shares under the circumstances, in the
      amounts or at the times that the Subscriber may
  propose.

              


      

       

      
        	
                j)  

              	
                The
      Subscriber understands that the Company may instruct its registrar and
      transfer agent not to record any transfer of the Common Shares without
      first being notified by the Company that it is satisfied that such
      transfer is exempt from, or not subject to, the registration requirements
      of the U.S. Securities Act and applicable state securities
      laws.

              


      

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      
        	
                k)  

              	
                The
      Subscriber consents to the Company making a notation on its records and/or
      giving instruction to the registrar and transfer agent of the Company in
      order to implement the restrictions on transfer set forth and described
      herein.

              


      

       

      
        	
                l)  

              	
                The
      Subscriber understands and agrees that there may be material tax
      consequences to the Subscriber of an acquisition, disposition or exercise
      of any of the Common Shares.  The Company gives no opinion and
      makes no representation with respect to the tax consequences to the
      Subscriber under United States, state, local or foreign tax law of the
      undersigned’s acquisition or disposition of such securities.  In
      particular, no determination has been made whether the Company will be a
      “passive foreign investment company” (“PFIC”) within the meaning of
      Section 1291 of the United States Internal Revenue
  Code.

              


      

      
         

        Further
Representations, Acknowledgments and Covenants of ALL
Subscribers

      

       

      The
Subscriber, on its own behalf and, if applicable, on behalf of others for whom
it is acting hereunder, acknowledges, covenants and agrees as follows and
acknowledges, that the Company and the Agents are relying on such
representations and warranties in connection with the transactions contemplated
herein:

      


       

      
        	
                a)  

              	
                THERE ARE RISKS ASSOCIATED WITH
      THE PURCHASE OF AND INVESTMENT IN THE COMMON SHARES, INCLUDING THE RISKS
      DISCLOSED IN THE COMPANY’S ANNUAL REPORT ON FORM 10-K DATED MARCH 17,
      2008, AND THE
      SUBSCRIBER IS KNOWLEDGEABLE AND HAS SUBSTANTIAL EXPERIENCE IN BUSINESS AND
      FINANCIAL MATTERS AND IS CAPABLE OF EVALUATING THE MERITS AND RISKS OF AN
      INVESTMENT IN THE COMMON SHARES AND PROTECTING THE SUBSCRIBER’S OWN
      INTEREST, AND FULLY UNDERSTANDS THE RESTRICTIONS ON RESALE OF THE COMMON
      SHARES AND IS CAPABLE OF BEARING THE ECONOMIC RISK OF THE LOSS OF THE
      ENTIRE INVESTMENT IN COMMON
SHARES.

              


      

      


       

      
        	
                b)  

              	
                No
      securities commission, agency, governmental authority, regulatory body,
      stock exchange or other regulatory body has reviewed or passed on the
      investment merits of the Common
Shares.

              


      

      


       

      
        	
                c)  

              	
                The
      Agents and/or their directors, officers, employees, agents, affiliates,
      and representatives assume no responsibility or liability of any nature
      whatsoever for the accuracy or adequacy of any such publicly available
      information concerning the Company or as to whether all information
      concerning the Company that is required to be disclosed or filed by the
      Company under the Securities Laws has been so disclosed or
      filed.

              


      

      


       

      
        	
                d)  

              	
                If
      required by applicable Securities Laws or the Company, the Subscriber will
      execute, deliver and file or assist the Company in filing such reports,
      undertakings and other documents with respect to the issue and/or sale of
      the Common Shares as may be required by any securities commission, stock
      exchange or other regulatory
authority.

              


      

      


       

      
        	
                e)  

              	
                The
      Subscriber will consult its own legal advisors with respect to trading in
      the Common Shares when issued and with respect to the resale restrictions
      imposed by the Securities Laws of the jurisdiction in which the Subscriber
      resides and other applicable securities laws, and acknowledges that no
      representation has been made respecting the applicable hold periods
      imposed by the Securities Laws or other resale restrictions applicable to
      such securities which restrict the ability of the Subscriber (or others
      for whom it is contracting hereunder) to resell such securities, that the
      Subscriber (or others for whom it is contracting hereunder) is solely
      responsible to find out what these restrictions are and the Subscriber is
      solely responsible (and neither the Company nor the Agents are in any way
      responsible) for compliance with applicable resale restrictions and the
      Subscriber is aware that it (or Disclosed Principals for whom it is
      contracting hereunder) may not be able to resell such securities except in
      accordance with limited exemptions under the Securities Laws and other
      applicable securities laws.

              


      

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      
        	
                f)  

              	
                The
      Subscriber has been offered the opportunity to ask questions and receive
      answers from management concerning the Company, the Common Shares and the
      terms and conditions of this Offering and any such request for information
      has been complied with to the Subscriber's
  satisfaction.

              


      

       

      
        	
                g)  

              	
                The
      Subscriber acknowledges that the Company is still in the process of
      applying for exploration licences in respect of certain properties and
      that there can be no assurance that the Company will ever be granted such
      licences.

              


      

       

      
        	
                h)  

              	
                The
      Subscriber has not received or been provided with a prospectus, an
      offering memorandum, or any other offering document (other than the Term
      Sheet) describing the business and affairs of the Company, and has relied
      solely upon the Term Sheet and information about the Company which is
      publicly available and not upon any other representation as to fact or
      otherwise made by or on behalf of the
Company.

              


      

      


       

      
        	
                i)  

              	
                The
      Subscriber’s decision to subscribe for the Common Shares was based solely
      upon the Term Sheet attached hereto as Schedule “A” and information about
      the Company which is publicly available (any such information having been
      obtained by the Subscriber without independent investigation or
      verification by the Agents).

              


      

      


       

      
        	
                j)  

              	
                No
      person has made any written or oral
  representations:

              


      

      


       

      
        	
                a.  

              	
                that
      any person will resell or repurchase the Common Shares,
  or;

              


      

      


       

      
        	
                b.  

              	
                as
      to the future price or value of the Common
  Shares.

              


      

      


       

      
        	
                k)  

              	
                In
      the case of a subscription for the Common Shares by the Subscriber acting
      as principal, this Subscription Agreement has been duly authorized,
      executed and delivered by, and constitutes a legal, valid and binding
      agreement of, the Subscriber.  This Subscription Agreement is
      enforceable in accordance with its terms against the
      Subscriber.

              


      

      


       

      
        	
                l)  

              	
                If
      the Subscriber is:

              


      

      


       

      
        	
                a.  

              	
                a
      corporation, the Subscriber is duly incorporated and is validly subsisting
      under the laws of its jurisdiction of incorporation and has all requisite
      legal and corporate power and authority to execute and deliver this
      Subscription Agreement, to subscribe for the Common Shares as contemplated
      herein and to carry out and perform its obligations under the terms of
      this Subscription Agreement;

              


      

      


      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

      
        	
                b.  

              	
                a
      partnership, syndicate or other form of unincorporated organization, the
      Subscriber has the necessary legal capacity and authority to execute and
      deliver this Subscription Agreement and to observe and perform its
      covenants and obligations hereunder and has obtained all necessary
      approvals in respect thereof; or

              


      

      


       

      
        	
                c.  

              	
                an
      individual, the Subscriber is of the full age of majority and is legally
      competent to execute this Subscription Agreement and to observe and
      perform his or her covenants and obligations
  hereunder.

              


      

      


       

      
        	
                m)  

              	
                The
      Subscriber is responsible for obtaining such legal and tax advice as it
      considers appropriate in connection with the execution, delivery and
      performance of this Subscription Agreement and the transactions
      contemplated under this Subscription Agreement.  The Subscriber
      acknowledges that it is not relying on legal or tax advice provided by the
      Company or the Agents or their respective
  counsel.

              


      

      


       

      
        	
                n)  

              	
                There
      is no government or other insurance covering the Common
      Shares.

              


      

      


       

      
        	
                o)  

              	
                The
      execution and delivery of this Subscription Agreement, the performance and
      compliance with the terms hereof, the subscription for the Common Shares
      and the completion of the transactions described herein by the Subscriber
      will not result in any material breach of, or be in conflict with or
      constitute a material default under, or create a state of facts which,
      after notice or lapse of time, or both, would constitute a material
      default under any term or provision of the constating documents, by-laws
      or resolutions of the Subscriber if the Subscriber is not an individual,
      the Securities Laws or any other laws applicable to the Subscriber, any
      agreement to which the Subscriber is a party, or any judgment, decree,
      order, statute, rule or regulation applicable to the
      Subscriber.

              


      

      


       

      
        	
                p)  

              	
                The
      Subscriber has obtained all necessary consents and authorities to enable
      it to agree to subscribe for the Common Shares and to perform its
      obligations under this Subscription Agreement and the Subscriber has
      otherwise observed all applicable laws, obtained any requisite
      governmental or other consents, complied with all requisite formalities
      and paid any issue, transfer or other taxes due in any territory in
      connection with its acceptance and the Subscriber has not taken any action
      which will or may result in the Company or the Agents acting in breach of
      any regulatory or legal requirements of any territory in connection with
      the offering or the Subscriber’s
subscription.

              


      

      


       

      
        	
                q)  

              	
                The
      Subscriber acknowledges that this Subscription Agreement and the exhibits
      and schedules hereto require the Subscriber to provide certain personal
      information to the Company. Such information is being collected by the
      Company for the purposes of completing the offering, which includes,
      without limitation, determining the Subscriber’s eligibility to purchase
      the Common Shares under Securities Laws and other applicable securities
      laws, and preparing and registering certificates representing Common
      Shares to be issued to the Subscriber, as the case may be, and completing
      filings required by any stock exchange or securities regulatory
      authority.  The Subscriber’s personal information may be
      disclosed by the Company to: (a) stock exchanges or securities regulatory
      authorities, (b) revenue or taxing authorities, and (c) any of the other
      parties involved in the Offering, including legal counsel and may be
      included in record books in connection with the Offering. By executing
      this Subscription Agreement, the Subscriber is deemed to be consenting to
      the foregoing collection, use and disclosure of the Subscriber’s personal
      information. The Subscriber also consents to the filing of copies or
      originals of any of the Subscriber’s documents may be required to be filed
      with any stock exchange or securities regulatory authority in connection
      with the transactions contemplated hereby.  The Subscriber
      represents and warrants that it has the authority to provide the consents
      and acknowledgements set out in this paragraph on behalf of each Disclosed
      Principal.

              


      

      


      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      
        	
                r)  

              	
                The
      Subscriber is not entitled to be paid any commission in relation to its
      participation in the Offering.

              


      

      


       

      
        	
                s)  

              	
                The
      Subscriber is a U.S. Accredited Investor and is acquiring the Common
      Shares for its own account or for the account of another U.S. Accredited
      Investor over which the Subscriber exercises sole investment direction and
      not with a view to resale for distribution of the Common Shares in
      violation of United States Securities Laws and the Subscriber certifies
      that it and each Disclosed Principal is a resident in the jurisdiction set
      out on the second page of this Subscription Agreement and that the
      investment decision with respect to the Common Shares was made in such
      jurisdiction.  Such address was not created and is not used
      solely for the purpose of acquiring the Securities and the Subscriber was
      solicited to purchase in such
jurisdiction.

              


      

      


       

      
        	
                t)  

              	
                In
      the case of a subscription for the Common Shares by the Subscriber acting
      as trustee or agent for a fully managed account or as agent for a
      Disclosed Principal, the Subscriber is duly authorized to execute and
      deliver this Subscription Agreement and all other necessary documentation
      in connection with such subscription on behalf of the fully managed
      account or Disclosed Principal, as applicable, and this Subscription
      Agreement has been duly authorized, executed and delivered by or on behalf
      of and constitutes a legal, valid and binding agreement of, the fully
      managed account or Disclosed Principal, as
  applicable.

              


      

      


       

      
        	
                u)  

              	
                Other
      than the Agents, there is no person acting or purporting to act in
      connection with the transactions contemplated herein who is entitled to
      any brokerage or finder’s fee.

              


      

      


       

      
        	
                v)  

              	
                The
      funds representing the Subscription Amount which will be advanced by the
      Subscriber to the Company hereunder, as applicable, will not represent
      proceeds of crime for the purposes of the Proceeds of Crime (Money Laundering)
      and Terrorist Financing Act (Canada) (the “PCMLTFA”) and the
      Subscriber acknowledges that the Company may in the future be required by
      law to disclose the Subscriber’s name and other information relating to
      this Subscription Agreement and the Subscriber's subscription hereunder,
      on a confidential basis, pursuant to the PCMLTFA.  To the best
      of its knowledge (a) none of the subscription funds to be provided by the
      Subscriber (i) have been or will be derived from or related to any
      activity that is deemed criminal under the laws of Canada, the United
      States of America or any other jurisdiction, or (ii) are being tendered on
      behalf of a person or entity who has not been identified to the
      Subscriber, and (b) it shall promptly notify the Company if the Subscriber
      discovers that any of such representations ceases to be true, and to
      provide the Company with appropriate information in connection
      therewith.

              


      

      


       

      
        	
                w)  

              	
                The
      Subscriber agrees to indemnify and hold harmless the Company and the
      Agents and each of their respective officers, directors, employees and
      agents from and against any and all costs, liabilities and expenses,
      including attorneys’ fees, arising out of or related in any way to any
      breach of any confirmation, representation, warranty or undertaking
      contained in this Subscription
Agreement.

              


      

      


       

      
        	
                x)  

              	
                The
      Subscriber acknowledges that the Common Shares do not give rights to
      participate in new issues of securities of the
  Company.

              


      

      


      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

       -
SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS

      
         

        Survival
of Representations, Warranties and Covenants of the Company

      

       

      The
representations, warranties and covenants of the Company contained in this
Subscription Agreement shall survive the Closing and, notwithstanding such
Closing or any investigation made by or on behalf of the Subscriber with respect
thereto, shall continue in full force and effect for the benefit of the
Subscriber and the Agents.


       

      
        Survival
of Representations, Warranties and Covenants of the
Subscriber

      

       

      The
representations, warranties and covenants of the Subscriber contained in this
Subscription Agreement shall survive the Closing and, notwithstanding such
Closing or any investigation made by or on behalf of the Company or the Agents
with respect thereto and notwithstanding any subsequent disposition by the
Subscriber of any of the Common Shares and shall continue in full force and
effect for the benefit of the Company and the Agents.

       

       –
FEES

      
        Fees
to the Agents

      

       

      The
Subscriber understands that in connection with the issue and sale of the Common
Shares pursuant to the Offering, the Agents will receive from the Company on
Closing, the fees set forth in the attached Term Sheet.  No other fee
or commission is payable by the Company in connection with the completion of the
Offering.  However, the Company will pay certain fees and expenses of
the Agents in connection with the Offering, as set out in the Agency
Agreement.

       

       –
MISCELLANEOUS

      
        Further
Assurances

      

       

       

      Each
of the parties hereto upon the request of each of the other parties hereto,
whether before or after the Closing Time, shall do, execute, acknowledge and
deliver or cause to be done, executed, acknowledged and delivered all such
further acts, deeds, documents, assignments, transfers, conveyances, powers of
attorney and assurances as may reasonably be necessary or desirable to complete
the transactions contemplated herein.

       

      
        Notices

      

       

      
        	
                a)  

              	
                Any
      notice, direction or other instrument required or permitted to be given to
      any party hereto shall be in writing and shall be sufficiently given if
      delivered personally, or transmitted by facsimile to such party, as
      follows:

              


      

      


       

      
        	
                a.  

              	
                in
      the case of the Company, to:

              


      

      


      Legend
International Holdings, Inc.

      Level
8, 580 St Kilda Road

      Melbourne
VIC 3004 Australia

       

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

       

      Attention:             Joseph
Gutnick, President and Chief Executive Officer

      Fax:                      613
8532 2805

      


      


      
        	
                b.  

              	
                in
      the case of the Subscriber at the address specified herein with a copy to
      BMO Nesbitt Burns (on behalf of the
Agents):

              


      

      


      BMO
Nesbitt Burns Inc.

      1
First Canadian Place, 4th
Floor

      Toronto,
Ontario M5X 1H3

       

      Attention:             Jason
M. Attew

      Fax:                      (416)
359-4459

      


      
        	
                b)  

              	
                Any
      such notice, direction or other instrument, if delivered personally, shall
      be deemed to have been given and received on the day on which it was
      delivered, provided that if such day is not a Business Day then the
      notice, direction or other instrument shall be deemed to have been given
      and received on the first Business Day next following such day and if
      transmitted by fax, shall be deemed to have been given and received on the
      day of its transmission, provided that if such day is not a Business Day
      or if it is transmitted or received after the end of normal business hours
      then the notice, direction or other instrument shall be deemed to have
      been given and received on the first Business Day next following the day
      of such transmission.

              


      

      


       

      
        	
                c)  

              	
                Any
      party hereto may change its address for service from time to time by
      notice given to each of the other parties hereto in accordance with the
      foregoing provisions.

              


      

      
         

        Time
of the Essence

      

       

       

      Time
shall be of the essence of this Subscription Agreement and every part
hereof.

      

        Costs
and Expenses

      

       

       

      All
costs and expenses (including, without limitation, the fees and disbursements of
legal counsel) incurred by the Subscriber in connection with this Subscription
Agreement and the transactions herein contemplated shall be paid and borne by
the Subscriber.

       

      
        Applicable
Law and Venue

      

       

      This
Subscription Agreement, any amendment, addendum, annex, exhibit, supplement, or
other document relating hereto, and any dispute arising from or related thereto,
shall be governed by and construed in accordance with the internal laws of the
Province of Ontario governing contracts made and to be performed wholly therein,
without reference to its principles governing the choice or conflict of laws,
and the parties hereto and their successors in interest irrevocably attorn and
submit to the exclusive jurisdiction of the courts of the Province of Ontario,
sitting in the City of Toronto, with respect to any dispute arising from or
related thereto.

       

      Entire
Agreement

       

       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

       

      This
Subscription Agreement, including the Schedules hereto, constitutes the entire
agreement between the parties with respect to the transactions contemplated
herein and cancels and supersedes any prior understandings, agreements,
negotiations and discussions between the Company and the
Subscriber.  There are no representations, warranties, terms,
conditions, undertakings or collateral agreements or understandings, express or
implied, between the parties hereto other than those expressly set forth in this
Subscription Agreement or in any such agreement, certificate, affidavit,
statutory declaration or other document as aforesaid.  This
Subscription Agreement may not be amended or modified in any respect except by
written instrument executed by each of the parties hereto.

       

      
        Counterparts



      This
Subscription Agreement may be executed in two or more counterparts, each of
which shall be deemed to be an original and all of which together shall
constitute one and the same Subscription Agreement. Counterparts may be
delivered either in original, faxed or electronically scanned form and the
parties adopt any signature received by a receiving fax machine or computer as
original signatures of the parties.

       

      Assignment

       

       

      This
Subscription Agreement may not be assigned by either party except with the prior
written consent of the other parties hereto.

       

      Enurement

       

       

      This
Subscription Agreement shall enure to the benefit of and be binding upon the
parties hereto and their respective heirs, executors, successors (including any
successor by reason of the amalgamation or merger of any party), administrators
and permitted assigns.

       

      
        Language

         

      

      It
is the express wish of the Subscriber that the Subscription Agreement and any
related documentation be drawn up in English.  Il est de la volonté
expressed du souscripteur que la convention de souscription ainsi que tout
document connexe soient rédigés en langue anglaise.

       

      The
Company hereby accepts the subscription for Common Shares set forth in this
Subscription Agreement on the terms and conditions contained in the Subscription
Agreement (including all applicable schedules

      as
of the Closing Date.

      


      
        
          	 
      	
                  LEGEND
      INTERNATIONAL HOLDINGS, INC.

                
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                  Per:

                	 
      
	 
      	 
      	
                  Authorized
      Signing Officer

                


        

      

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

       

      SCHEDULE
“A”

      TERM
SHEET

      Indicative
Terms and Conditions

      


      
        	
                Issuer:

              	
                Legend
      International Holdings, Inc. (“Legend” or the “Company”).

                 

              
	
                Offering:

              	
                Treasury
      offering of 42,000,000 common shares (“Common Shares”)

                 

              
	
                Offering
      Size:

              	
                US$105,000,000

                 

              
	
                Offering
      Price:

              	
                US$2.50
      per Common Share

                 

              
	
                Use
      of Proceeds:

              	
                The
      net proceeds from the Offering will be used to advance Lady Annie, Lady
      Jane, D Tree and other phosphate properties in the Queensland Territory
      that Legend has identified to a feasibility stage and for general working
      capital purposes.

                 

              
	
                Form
      of Offering:

              	
                Marketed
      private placement of Common Shares, provided that such sales will be
      completed in accordance with applicable securities laws and under
      available exemptions from prospectus and registration requirements, and
      without the use of an offering memorandum.

                 

                All
      offers and sales will be made in all provinces of Canada to purchasers who
      are “Accredited Investors” (as defined in National Instrument 45-106) or
      otherwise eligible to purchase without a prospectus under other available
      prospectus exemptions.  U.S. sales will be made by
      private  placement to “accredited investors” (as defined in
      Regulation D) pursuant to Regulation D, with subsequent Registration
      Rights. The private placement may also be sold internationally, as
      permitted.

                 

              
	
                Registration
      Rights:

                 

              	
                The
      Company will enter into a registration rights agreement with the Lead
      Agent for the benefit of the holders of the Common Shares pursuant to
      which the Company will agree to use commercially reasonable efforts to
      register the Common Shares sold in the Offering by filing a post-effective
      amendment (“P/E Amendment”) to the Company’s registration statement on
      form S-1 (file No. 333-145082) (or by filing a new registration statement
      (“New Registration Statement”) if the P/E Amendment is not available) with
      the United States Securities and Exchange Commission in order for the P/E
      Amendment or the New Registration Statement to be become effective within
      120 days of closing of the Offering.

                If
      the Company fails to comply with this obligation within the specified time
      period, the Company will pay to the purchasers as a penalty for such
      failure, a penalty of additional Common Shares equal to 1.2% of the number
      of shares purchased by the purchaser in the Offering.  This
      penalty shall be paid monthly, until the Company complies with such
      obligation.

                 

              
	
                Listing:

              	
                The
      existing common shares trade OTC under the symbol “LGDI”. Application will
      be made to list the Common Shares on the American Stock
      Exchange.

                 

              
	
                Syndicate:

              	
                BMO
      Capital Markets 80% / BBY Australia 10%, Wellington West 10%

                BMO
      Capital Markets – Lead Agent & Sole Bookrunner

                 

              
	
                Selling
      Concession:

              	
                $0.065
      per Common Share

                 

              
	
                Closing:

              	
                June
      3, 2008

              


      

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

      SCHEDULE
“B”

      


      CANADIAN
ACCREDITED INVESTOR STATUS CERTIFICATE

      


      The
categories listed herein contain certain specifically defined
terms.  If you are unsure as to the meanings of those terms, or are
unsure as to the applicability of any category below, please contact your broker
and/or legal advisor before completing this certificate.

      


       

      In
connection with the purchase by the undersigned Subscriber of the Common Shares,
the Subscriber, on its own behalf and on behalf of each Disclosed Principal for
whom the Subscriber is contracting (collectively, the “Subscriber”), hereby
represents, warrants, covenants and certifies to the Company (and acknowledges
that the Company and its counsel are relying thereon) that:

      


      
        	
                (a)  

              	
                the
      Subscriber is resident in or otherwise subject to the securities laws of
      one of the provinces of British Columbia, Alberta, Saskatchewan, Manitoba,
      Ontario, Newfoundland and Labrador, Nova Scotia, New Brunswick or Prince
      Edward Island;

              


      

      


      
        	
                (b)  

              	
                the
      Subscriber is purchasing the Common Shares as principal for its own
      account and not for the benefit of any other
  person;

              


      

      


      
        	
                (c)  

              	
                the
      Subscriber is an “accredited investor” within the meaning of NI 45-106 on
      the basis that the undersigned fits within one of the categories of an
      “accredited investor” reproduced below beside which the undersigned has
      indicated the undersigned belongs to such
  category;

              


      

      


      
        	
                (d)  

              	
                the
      Subscriber was not created or used solely to purchase or hold securities
      as an accredited investor as described in paragraph (m) below;
      and

              


      

      


      
        	
                (e)  

              	
                upon
      execution of this Schedule “B” by the Subscriber, this Schedule “B” shall
      be incorporated into and form a part of the Subscription
      Agreement.

              


      

      


       

      (PLEASE
CHECK THE BOX OF THE APPLICABLE CATEGORY OF ACCREDITED INVESTOR)

       

      


      
        	
                o

              	(a)	
                a
      Canadian financial institution, or a Schedule III bank;

              
	 	 	 
	
                o

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

              
	 	 	 
	
                o

              	(c)	
                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;

              
	
                o

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

              
	 	 	 
	
                o

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

              
	 	 	 
	
                o

              	(f)	
                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;

              


      

       

      
        
          
          

        

        
          B-1

          
            

          

        

        
          
          

        

      

       

      
        	
                o

              	(g)	
                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;

              
	 	 	 
	
                o

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

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

              
	o	(j)	
                an
      individual who, either alone or with a spouse, beneficially owns, directly
      or indirectly, financial assets having an aggregate realizable value that
      before taxes, but net of any related liabilities, exceeds
      $1,000,000;

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

              
	 	 	 
	o	(l)	
                an
      individual who, either alone or with a spouse, has net assets of at least
      $5,000,000;

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

              
	 	 	 
	o	(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] and 2.19 [Additional investment in
      investment funds] of NI45-106, or (iii) a person described in
      paragraph (i) or (ii) that acquires or acquired securities under section
      2.18 [Investment fund
      reinvestment] of NI45-106;

              
	 	 	 
	o	(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;

              
	 	 	 
	o	(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 account managed by the trust company or trust corporation,
      as the case may be;

              
	 	 	 
	o	(q)	
                a
      person acting on behalf of a fully managed account managed by that person,
      if that person (i) is registered or authorized to carry on business as an
      adviser or the equivalent under the securities legislation of a
      jurisdiction of Canada or a foreign jurisdiction, and (ii) in Ontario, is
      purchasing a security that is not a security of an investment
      fund;

              
	o	(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;

              
	 	 	 
	o	(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;

              


      

       

      
        
          
          

        

        
          B-2

          
            

          

        

        
          
          

        

      

       

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

              
	 	 	 
	o	(u)	
                an
      investment fund that is advised by a person registered as an adviser or a
      person that is exempt from registration as an adviser,
  or

              
	 	 	 
	o	(v)	
                a
      person that is recognized or designated by the securities regulatory
      authority or, except in Ontario and Québec, the regulator as (i) an
      accredited investor, or (ii) an exempt purchaser in Alberta or British
      Columbia.

              


      

       

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

      


      
        	
                (a)  

              	
                “Canadian
      financial institution” means (i) an
      association governed by the Cooperative Credit
      Associations Act (Canada) or a central cooperative credit society
      for which an order has been made under section 473(1) of that Act, or (ii)
      a bank, loan corporation, trust company, trust corporation, insurance
      company, treasury branch, credit union, caisse populaire, financial
      services cooperative, or league that, in each case, is authorized by an
      enactment of Canada or a jurisdiction of Canada to carry on business in
      Canada or a jurisdiction of Canada;

              


      

      


      
        	
                (b)  

              	
                “control
      person” has
      the same meaning as in securities legislation except in Manitoba,
      Newfoundland and Labrador, Northwest Territories, Nova Scotia, Nunavut,
      Ontario, Prince Edward Island and Québec where control person means any
      person that holds or is one of a combination of persons that holds (i) a
      sufficient number of any of the securities of an issuer so as to affect
      materially the control of the issuer, or (ii) more than 20% of the
      outstanding voting securities of an issuer except where there is evidence
      showing that the holding of those securities does not affect materially
      the control of the issuer;

              


      

      


      
        	
                (c)  

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

              


      

      


      
        	
                (d)  

              	
                “financial
      assets” means cash, securities, or any a contract of insurance, a deposit
      or an evidence of a deposit that is not a security for the purposes of
      securities legislation;

              


      

      


      
        	
                (e)  

              	
                “founder” means, in respect
      of an issuer, a person who, (i) acting alone, in conjunction, or in
      concert with one or more persons, directly or indirectly, takes the
      initiative in founding, organizing or substantially reorganizing the
      business of the issuer, and (ii) at the time of the trade is actively
      involved in the business of the
issuer;

              


      

      


      
        	
                (f)  

              	
                “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;

              


      

      


      
        	
                (g)  

              	
                “investment
      fund” means a mutual fund or a non-redeemable investment fund, and, for
      greater certainty in British Columbia, includes an employee venture
      capital corporation that does not have a restricted constitution, and is
      registered under Part 2 of the Employee Investment Act
      (British Columbia), R.S.B.C. 1996 c. 112, and whose business objective is
      making multiple investments and a venture capital corporation registered
      under Part 1 of the Small Business Venture Capital
      Act (British Columbia), R.S.B.C. 1996 c. 429 whose business
      objective is making multiple
investments;

              


      

      


      
        	
                (h)  

              	
                “mutual
      fund” means an issuer whose primary purpose is to invest money provided by
      its security holders and whose securities entitle the holder to receive on
      demand, or within a specified period after demand, an amount computed by
      reference to the value of a proportionate interest in the whole or in part
      of the net assets, including a separate fund or trust account, of the
      issuer;

              


      

      


      
        	
                (i)  

              	
                “non-redeemable
      investment fund” means an issuer,

              


      

      


      (A) whose
primary purpose is to invest money provided by its securityholders,

       

      
        
          
          

        

        
          B-3

          
            

          

        

        
          
          

        

      

      


      (B) that
does not invest,

      


      (i) for
the purpose of exercising or seeking to exercise control of an issuer, other
than an issuer that is a mutual fund or a non-redeemable investment fund,
or

      


      (ii) for
the purpose of being actively involved in the management of any issuer in which
it invests, other than an issuer that is a mutual fund or a non-redeemable
investment fund, and

      


      (C) that
is not a mutual fund;

      


      
        	
                 
      

              	
                (j)

              	
                “related
      liabilities” means liabilities incurred or assumed for the purpose of
      financing the acquisition or ownership of financial assets and liabilities
      that are secured by financial
assets;

              


      

      


      
        	
                 
      

              	
                (k)

              	
                “Schedule
      III bank” means an
      authorized foreign bank named in Schedule III of the Bank Act
      (Canada);

              


      

      


      
        	
                 
      

              	
                (l)

              	
                “spouse”
      means an individual who (i) is married to another individual and is not
      living separate and apart within the meaning of the Divorce Act (Canada),
      from the other individual, (ii) is living with another individual in a
      marriage-like relationship, including a marriage-like relationship between
      individuals of the same gender, or (iii) in Alberta, is an individual
      referred to in paragraph (i) or (ii), or is an adult interdependent
      partner within the meaning of the Adult Interdependent
      Relationships Act (Alberta);
and

              


      

      


      
        	
                 
      

              	
                (m)

              	
                “subsidiary”
      means an issuer that is controlled directly or indirectly by another
      issuer and includes a subsidiary of that
  subsidiary.

              


      

      


      In NI
45-106 a person or company is an affiliate of another person or company if one
of them is a subsidiary of the other, or if each of them is controlled by the
same person.

      


      In NI
45-106 a person (first person) is considered to control another person (second
person) if (a) the first person, directly or indirectly, beneficially owns or
exercises control or direction over securities of the second person carrying
votes which, if exercised, would entitle the first person to elect a majority of
the directors of the second person, unless that first person holds the voting
securities only to secure an obligation, (b) the second person is a partnership,
other than a limited partnership, and the first person holds more than 50% of
the interests of the partnership, or (c) the second person is a limited
partnership and the general partner of the limited partnership is the first
person.

      


      The
foregoing representations contained in this certificate are true and accurate as
of the date of this certificate and will be true and accurate as of the Closing
Time.  If any such representations shall not be true and accurate
prior to the Closing Time, the undersigned shall give immediate written notice
of such fact to the Company prior to the Closing Time.

      


      


      
        	
                Dated:

              	
                ____________________

              	 
      	
                Signed:

              	
                ________________________________

              
	 
      	 
      	 
      
	
                _________________________________

                Witness
      (If Subscriber is an individual)

              	 
      	
                __________________________________________

                Print
      the name of Subscriber

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                _________________________________

                Print
      the name of Witness

              	 
      	
                __________________________________________

                If
      Subscriber is a corporation,

                print
      name and title of Authorized Signing
Officer

              


      

       

      
        
          
          

        

        
          B-4

          
            

          

        

        
          
          

        

      

       

      SCHEDULE
“C”

      


      U.S. ACCREDITED INVESTOR
CERTIFICATE

      


      The
undersigned Subscriber hereby certifies that it is an Accredited Investor as
that term is defined in Regulation D adopted pursuant to the Securities Act of 1933, as
amended (the “Act”). The
specific category(ies) of Accredited Investor applicable to the undersigned
is/are initialled below.

       

      ALL
REFERENCES TO DOLLAR AMOUNTS IN THIS SCHEDULE “B” ARE TO THE LAWFUL CURRENCY OF
THE UNITED STATES.

       

      
        	
                _____

              	
                (1)  a
      bank as defined in Section 3(a)(2) of the Act, or any savings and loan
      association or other institution as defined in Section 3(a)(5)(A) of the
      Act, whether acting in its individual or fiduciary capacity; any broker or
      dealer registered pursuant to Section 15 of the Securities Exchange Act of
      1934; any insurance company as defined in Section 2(a)(13) of the Act; any
      investment company registered under the Investment Company Act of 1940
      (the “1940 Act”) or a business development company as defined in Section
      2(a)(48) of the 1940 Act; a Small Business Investment Company licensed by
      the U.S. Small Business Administration under Section 301(c) or (d) of the
      Small Business Investment Act of 1958; any 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 $5,000,000; or any employee
      benefit plan within the meaning of Title I of the Employee Retirement
      Income Security Act of 1974 (“ERISA”), if the 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 adviser, or if the employee benefit plan has total assets in
      excess of $5,000,000 or, if a self-directed plan, with investment
      decisions made solely by persons that are Accredited
      Investors;

              


      

      


      
        	
                _____

              	
                (2)  any
      private business development company as defined in Section 202(a)(22) of
      the 1940 Act;

              


      

      


      
        	
                _____

              	
                (3)  any
      organization described in Section 501(c)(3) of the Internal Revenue Code,
      corporation, Massachusetts or similar business trust, or partnership, not
      formed for the specific purpose of acquiring the Common Shares, with total
      assets in excess of $5,000,000;

              


      

      


      
        	
                _____

              	
                (4)  any
      trust, with total assets in excess of $5,000,000, not formed for the
      specific purpose of acquiring the Common Shares, whose purchase is
      directed by a sophisticated person as described in Rule 506(b)(2)(ii) of
      Regulation D under the Act;

              


      

      


      
        	
                _____

              	
                (5)  any
      director or executive officer of the
Company;

              


      

      


      
        	
                _____

              	
                (6)  any
      natural person whose individual net worth, or joint net worth with that
      person’s spouse, at the date hereof exceeds
  US$1,000,000;

              


      

       

      
        
          
          

        

        
          B-5

          
            

          

        

        
          
          

        

      

       

      
        	
                _____

              	
                (7)  any
      natural person who had an individual income in excess of US$200,000 in
      each of the two most recent years or joint income with that person’s
      spouse in excess of US$300,000 in each of those years and has a reasonable
      expectation of reaching the same income level in the current year;
      or

              


      

      


      
        	
                _____

              	
                (8)  any
      entity in which all of the equity owners are Accredited
      Investors.

              


      

      


      


      


       

      IN WITNESS
WHEREOF, the undersigned has executed this U.S. Accredited Investor Certificate
this           
day of ________________________, 2008.

       

      


       

      ______________________________________

      Name of
Subscriber

      


      By:
___________________________________

      Authorized Individual

      
 

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

      B-6