Filed by sedaredgar.com - Argentex Mining Corporation - Exhibit 10.3






 

 

 

ARGENTEX MINING CORPORATION

SUBSCRIPTION AGREEMENT 

UNITS 

 

 




 

INSTRUCTIONS

All Subscribers: 

1.          
Complete and sign pages 2, 3 and 4 of the Subscription Agreement. 

2.          
If you are purchasing less than CDN$150,000, complete and sign Accredited
Investor Status Certificate which is attached as Schedule “A” to the
Subscription Agreement. 

3.          
If you are not an individual (that is, the Subscriber is a corporation,
partnership, trust or entity other than an individual) or you are a portfolio
manager, then complete and sign the “Corporate Placee Registration Form” (Form
4C) which is attached as Schedule “C” to the Subscription Agreement. If you have
previously submitted this form to the TSX Venture Exchange and there have been
no changes to its content then please check the box to that effect on page 4.


U.S. Subscribers Only:

Complete items 1, 2 and 3 above, as applicable. Also complete
and sign U.S. Accredited Investor Status Certificate which is attached as
Schedule “B” to the Subscription Agreement. 




THE SECURITIES SUBSCRIBED FOR HEREIN WILL BE SUBJECT TO A
HOLD PERIOD UNDER THE APPLICABLE SECURITIES LAWS OF THE SELLING JURISDICTIONS IN
CANADA OF FOUR MONTHS AND ONE DAY FROM THE CLOSING DATE (AS DEFINED IN THIS
SUBSCRIPTION AGREEMENT) AND THE CERTIFICATES EVIDENCING THE SECURITIES WILL BEAR
A LEGEND TO THAT EFFECT, AS APPLICABLE. CONSEQUENTLY, THE SECURITIES MAY ONLY BE
RESOLD DURING SUCH PERIOD IN ACCORDANCE WITH APPROPRIATE STATUTORY EXEMPTIONS
FROM THE PROSPECTUS REQUIREMENTS OF THE APPLICABLE SECURITIES LAWS OF THE
SELLING JURISDICTIONS IN CANADA OR IF APPROPRIATE CONSENTS OR DISCRETIONARY
ORDERS HAVE BEEN OBTAINED. THE SUBSCRIBER IS ADVISED TO CONSULT ITS OWN LEGAL
ADVISORS IN THIS REGARD. 

THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE UNITED
STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY
STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), AND, ACCORDINGLY, MAY
NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE 1933 ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN
ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING
TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE
WITH THE 1933 ACT. 

SUBSCRIPTION FOR UNITS 

	TO: 	ARGENTEX MINING CORPORATION (the
      “Corporation”) 
	 	 
	AND TO: 	Wellington West Capital Markets Inc.
      (the “Agent”) 
	 	 
	AND TO: 	Wellington West Capital Markets (USA) Inc.
      (the “U.S. Affiliate”) 


                         
The undersigned (the “Subscriber”) hereby irrevocably subscribes for and
agrees to purchase the number of units (the “Units”) of the Corporation
set forth below at a price of CDN$0.70 per Unit on the terms and conditions set
out herein and in the applicable schedules attached hereto. Each Unit shall
consist of one (1) common share in the capital of the Corporation (each a
“Common Share”) and one-half (1⁄2) of one non-transferable common share
purchase warrant (each whole warrant, a “Warrant”). Each whole Warrant
shall entitle the holder to purchase one common share in the capital of the
Corporation (a “Warrant Share”) at a price of CDN$0.90 per Warrant Share
for a period of two years following the Closing Date (as defined below),
provided, however, that if at any time the average closing price for the Common
Shares on the TSX Venture Exchange (the “Exchange”) or the OTC Bulletin
Board (the “OTCBB”) (the exceeds CDN$1.25 for a period of 30 trading days
or more, the Corporation shall have the right, upon written notice to the
Subscriber, to reduce the exercise period of the Warrants to a period of 30 days
beginning on the date of the written notice. If the Corporation uses the average
price on the OTC Bulletin Board, the Corporation shall calculate the price in
Canadian dollars using the noon rate “$US/$CDN” published from time-to-time on
the Bank of Canada website. Notwithstanding the foregoing, the Corporation shall
not give such notice to the Subscriber until the Registration Statement (as
defined herein) has been declared effective by the United States Securities and
Exchange Commission (the “SEC”). 

                         
The Units are immediately severable into their constituent Common Shares and
Warrants upon issuance. The Units, Common Shares, Warrants and Warrant Shares
are herein collectively referred to as the “Securities.” The Units are
part of an offering (the “Offering”) of up to 5,000,000 Units for gross
aggregate proceeds of up to CDN$3,500,000. 




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	Details of Subscriber: 	 	  
	 	 	 
	_________________________________________________ 	 	Number of Units:
      ________________________________
	(Name of Subscriber - please print) 	 	  
	 	 	 
	By: ______________________________________________	 	Aggregate Subscription Price: CDN$
      ________________
	     (Authorized Signature) 	 	(the “Subscription Price”) 
	 	 	 
	_________________________________________________	 	Details of Beneficial Purchaser (if not the same
      as 
	(Official Capacity or Title - please print)   	 	Subscriber): 
	 	 	 
	 	 	  
	_________________________________________________	 	_________________________________________________
	(Please print name of individual whose signature 	 	(Name of Beneficial Purchaser) 
	appears above if different than the name of the 	 	  
	Subscriber printed above.) 	 	_________________________________________________
	  	 	(Beneficial Purchaser’s Address) 
	Dated ________________________________, 2009 	 	  
	 	 	_________________________________________________
	  	 	(Beneficial Purchaser’s Telephone Number) 
	_________________________________________________	 	 
	(Subscriber's Address) 	 	  
	 	 	 
	_________________________________________________	 	 
	(Subscriber's Address) 	 	  
	 	 	 
	_________________________________________________	 	 
	(Telephone Number) 	 	  
	 	 	 
	_________________________________________________	 	 
	(E-Mail Address) 	 	  
	 	 	 
	Register the Units as set forth below: 	 	Deliver the Units as set forth below:
    
	 	 	 
	_________________________________________________	 	_________________________________________________
	(Name) 	 	(Name) 
	 	 	 
	_________________________________________________	 	_________________________________________________
	(Account reference, if applicable) 	 	(Account reference, if applicable) 
	 	 	 
	_________________________________________________	 	_________________________________________________
	(Address) 	 	(Contact Name) 
	 	 	 
	_________________________________________________	 	_________________________________________________
	(Address) 	 	(Address) 
	 	 	 
	 	 	_________________________________________________
	  	 	(Address) 


*    *    *    *


Note: The Subscriber must either be:

	(a) 	
      purchasing the securities offered hereunder as principal
      or

	 	 
	(b) 	
      deemed to be purchasing such securities as principal, by
      virtue of being:







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(i) a trust company or trust
corporation described in paragraph (16) of the definition of “accredited
investor” in Schedule “A” (other than a trust company or trust corporation
registered under the laws of Prince Edward Island that is not registered or
authorized under the Trust and Loan Companies Act (Canada) or under comparable
legislation in another jurisdiction of Canada) (and, if a U.S. Person, a trust
as described in Schedule “B”); or 

(ii) a person described in paragraph
(17) of the definition of “accredited investor” in Schedule “A”.

Present Ownership of Securities 

The Subscriber either [check appropriate box]:


	[  ]	
      beneficially owns no common shares of the Corporation
      (“Common Shares”) or securities convertible into Common Shares; or
      

	 	
       

	[  ]	 beneficially owns __________
        Common Shares which includes __________ Common Shares and/or convertible
        securities entitling the Subscriber to acquire an additional __________
        Common Shares. 



Insider Status 

The Subscriber either [check appropriate box]:


	[  ]	is an “Insider” of the
      Corporation as defined in the Policies of the Exchange. 
	 	 
	[  ]	is not an Insider of the
      Corporation. 


“Insider” means: 

	 	(a) 	
      a director or senior officer of the
Corporation;

	 	 	 
	 	(b) 	
      a director or senior officer of a company that is an
      Insider or subsidiary of the Corporation;

	 	 	 
	 	(c) 	
      a person that beneficially owns or controls, directly or
      indirectly, Common Shares carrying more than 10% of the voting rights
      attached to all outstanding Common Shares;

	 	 	 
	 	(d) 	
      the Corporation itself if it holds any of its own
      securities.



Member of “Pro Group” 

The Subscriber either [check appropriate box]:


	[  ]	is a member of the “Pro Group” as
      defined in the Policies of the Exchange. 
	 	 
	[  ]	is not a Member of the Pro Group.
    


“Pro Group” means: 

	 	(a) 	
      Subject to subparagraphs (b), (c) and (d), “Pro Group”
      will include, either individually or as a group:

	 	 	 	 
	 		(i) 	
      the member (i.e. a member of the Exchange under the
      applicable Exchange requirements) (the “Member”);

	 	 	 	 
	 		(ii) 	
      employees of the Member;

	 	 	 	 
	 		(iii) 	
      partners, officers and directors of the Member;

	 	 	 	 
	 		(iv) 	
      Affiliates (as defined in applicable Exchange policies)
      of the Member; and

	 	 	 	 
	 		(v) 	
      Associates (as defined in applicable Exchange policies)
      of any parties referred to in subparagraphs (i) through (iv).

	 	 	 	 
	 	(b) 	
      The Exchange may, in its discretion, include a person or
      party in the Pro Group for the purposes of a particular calculation where
      the Exchange determines that the person is not acting at arm’s length to
      the Member.







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	 	(c) 	
      The Exchange may, in its discretion, exclude a person
      from the Pro Group for the purposes of a particular calculation where the
      Exchange determines that the person is acting at arm’s length to the
      Member.

	 	 	 	 
	 	(d) 	
      The Exchange may deem a person who would otherwise be
      included in the Pro Group pursuant to subparagraph (a) to be excluded from
      the Pro Group where the Exchange determines that:

	 	 	 	 
	 		(i) 	
      the person is an affiliate or associate of the Member
      acting at arm’s length of the Member;

	 	 	 	 
	 		(ii) 	
      the associate or affiliate has a separate corporate and
      reporting structure;

	 	 	 	 
	 		(iii) 	
      there are sufficient controls on information flowing
      between the Member and the associate or affiliate; and

	 	 	 	 
	 		(iv) 	
      the member maintains a list of such excluded
    persons.



Corporate Placee Form 

The Subscriber, if not an individual, either [check
appropriate box]: 

	 	[  ]	has a current Corporate Placee
      Registration Form on file with the TSX Venture Exchange; or 
	 	 	  
	 	[  ]	
      has completed and returned with this Subscription
      Agreement a duly executed Corporate Placee Registration Form (Schedule “C”
      to this Subscription Agreement). 



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BLANK 




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This subscription is accepted by Argentex Mining Corporation
this _____ day of ___________________________, 2009.

ARGENTEX MINING CORPORATION 


Per:
__________________________________________
       
Authorized Signatory 

 

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BLANK 




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1.        Defined
Terms. 

In addition to the terms defined throughout this Subscription
Agreement, the following capitalized terms used in this Subscription Agreement
have the following meanings: 

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

“1934 Act” means the United States Securities Exchange
Act of 1934, as amended; 

“Accredited Investor Status Certificate” means the
accredited investor status certificate in the form attached hereto as Schedule
“A”; 

“Agency Agreement” means the agency agreement
  to be entered into between the Corporation and the Agent; 

“Agent” has the meaning ascribed thereto on
  page 1 of this Subscription Agreement;

“Agent’s Warrants” has the meaning ascribed
  thereto in Section 14 of this Subscription Agreement;

“Agent’s Warrant Shares” has the meaning
  ascribed thereto in Section 14 of this Subscription Agreement;

“beneficial purchaser” means a person for whom the
Subscriber is acting in purchasing the Units who will be the beneficial owner of
the Securities within the meaning attributed to it by Rule 13d-3 adopted by the
SEC under the 1934 Act; 

“beneficial ownership” has the meaning attributed to it
by Rule 13d-3 adopted by the SEC under the 1934 Act 

“BC Act” means the Securities Act (British
  Columbia);

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

“Closing” means the closing on the Closing Date of the
transaction of purchase and sale of the Units as contemplated by this
Subscription Agreement and the Agency Agreement; 

“Closing Date” means November 19, 2009, or such later
date as may be agreed to by the Agent and the Corporation; 

“Closing Time” means 9:00 a.m. (Vancouver time) or such
other time as the Agent and the Corporation may agree; 

“Commissions” has the meaning ascribed thereto
  in Section 21 of this Subscription Agreement;

“Common Share” has the meaning ascribed thereto on page
1 of this Subscription Agreement; 

“Corporation” has the meaning ascribed thereto on page 1
of this Subscription Agreement; 

“Exchange” has the meaning ascribed thereto on page 1 of
this Subscription Agreement; 

“International Jurisdiction” has the meaning ascribed
thereto on page 14 of this Subscription Agreement; 

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

“Offering” has the meaning ascribed thereto
  on page 1 of this Subscription Agreement;

“OTCBB” has the meaning ascribed thereto on page 1 of
this Subscription Agreement; 




- 7 -


“PCMLTFA” has the meaning ascribed thereto in Section 5
of this Subscription Agreement; 

“Public Record” means the registration statements,
prospectuses, annual reports, quarterly reports, proxy statements, current
reports, press releases and any other documents or reports filed by the
Corporation on SEDAR or with the SEC on EDGAR during the 24 months preceding the
date hereof; 

“Registration Statement” means a registration statement
on Form S-1, or a successor form under the 1933 Act to register for resale the
Warrant Shares; 

“Regulation D” means Regulation D adopted by the SEC
under the 1933 Act; 

“Regulation S” means Regulation S adopted by the SEC
under the 1933 Act; 

“SEC” has the meaning ascribed thereto on page 1 of this
Subscription Agreement; 

“Securities” has the meaning ascribed thereto on page 1
of this Subscription Agreement; 

“Securities Laws” means the securities laws,
regulations, rules, rulings and oders and the blanket rulings and policies and
written interpretations of, and multilateral or national instruments adopted by,
the Securities Regulators and the policies and rules of any applicable stock
exchange or quotation or stock reporting system, including the Exchange and the
OTCBB; 

“Securities Regulators” means the securities commissions
or other securities regulatory authorities of all of the Selling Jurisdictions
or the relevant Selling Jurisdiction as the context so requires; 

“Selling Jurisdictions” means all of the Provinces of
Canada, the United States, the state of the United States in which the
Subscriber is resident, if applicable, the United Kingdom, the remainder of
Europe and any other jurisdictions which are agreed to by the Corporation and
the Agent; and “Selling Jurisdiction” means, in the case of any
subscriber, the jurisdiction(s) in which such Subscriber is resident; 

“Subscriber” has the meaning ascribed thereto on page 1
of this Subscription Agreement; 

“Subscription Agreement” means this subscription
agreement and the schedules attached hereto; 

”Units” has the meaning ascribed thereto on page 1 of
this Subscription Agreement; 

“United States” means the United States, as that term is
defined in Rule 902 of Regulation S; 

“U.S. Accredited Investor” means an “accredited
investor” as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D; 

“U.S. Accredited Investor Status Certificate” means the
accredited investor status certificate in the form attached hereto as Schedule
“B”; 

“U.S. Affiliate” has the meaning ascribed thereto
  on page 1 of this Subscription Agreement;

“U.S. Person” means a U.S. person as that term is
defined in Rule 902 of Regulation S; 

“U.S. Subscriber” means (a) any person purchasing the
Units in the United States, (b) any U.S. Person, (c) any person purchasing the
Units on behalf of any person in the United States or any U.S. Person, (d) any
person that receives or received an offer for the Units while in the United
States, or (e) any person that is in the United States at the time the buy order
was made or this Subscription Agreement was executed;

“Warrant” has the meaning ascribed thereto on page 1 of
this Subscription Agreement; and 

“Warrant Share” has the meaning ascribed thereto on page
1 of this Subscription Agreement. 




- 8 -


All references herein to monetary amounts are to lawful money
of Canada, unless otherwise specified. 

2.        Delivery and
Payment. The Subscriber agrees to deliver by no later than 1:00 p.m.
(Toronto time) on November 11, 2009, to Wellington West Capital Markets Inc. at
145 King Street West, Suite 700, Toronto, Ontario M5H 1J8, Attention: Jamieson
Bondarenko (Email: jbondarenko@wwcm.com, Tel: 416-847-3402, Fax: 416-642-1910),
the following: 

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

	 	 	 
	 	(b) 	
      if the Subscriber is purchasing less than CDN$150,000, a
      completed and duly executed copy of the Accredited Investor Status
      Certificate which is attached hereto as Schedule “A”;

	 	 	 
	 	(c) 	
      if the Subscriber is a U.S. Subscriber, a completed and
      duly executed copy of the U.S. Accredited Investor Status Certificate
      which is attached hereto as Schedule “B”;

	 	 	 
	 	(d) 	
      if applicable, a completed and duly executed copy of
      Corporate Placee Registration Form (Form 4C) which is attached hereto as
      Schedule “C”;

	 	 	 
	 	(e) 	
      all other documents as may be required by the Securities
      Laws or requested by the Agent, the U.S. Affiliate or the Corporation;
      and

	 	 	 
	 	(f) 	
      unless other arrangements acceptable to the Agent are
      made, a certified cheque, bank draft or other form of payment in
      immediately available funds payable to the Agent or such other person as
      the Agent shall direct the Subscriber, representing the Subscription Price
      payable by the Subscriber for the Units set out on the second page of this
      Subscription Agreement.



3.       
Closing. The Closing will be held at the offices of the
Corporation’s legal counsel, Clark Wilson LLP at 885 West Georgia Street, Suite
800, Vancouver, British Columbia at the Closing Time on the Closing Date, all in
accordance with this Subscription Agreement and the Agency Agreement. If, on or
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 Agent, or waived by the Agent, the Agent shall deliver to
the Corporation all completed Subscription Agreements and payment of the
aggregate Subscription Price for all of the Units sold pursuant to the Agency
Agreement against delivery by the Corporation, of certificates representing the
Common Shares and Warrants comprising the Units and such other documentation as
may be required pursuant to the Subscription Agreement and the Agency Agreement.
For greater certainty, delivery of the certificates representing the Common
Shares and Warrants shall be made by the Corporation to the Agent in the city of
Toronto, Ontario at the Closing Time. If, prior to the Closing Time, the terms
and conditions contained in this Subscription Agreement (other than delivery by
the Corporation to the Subscriber of certificates representing the Common Shares
and Warrants comprising the Units) and the Agency Agreement have not been
complied with to the satisfaction of the Agent, or waived by them, the Agent,
the Corporation and the Subscriber will have no further obligations under this
Subscription Agreement. 

            The
Subscriber acknowledges that the certificates representing Common Shares and
Warrants will be available for delivery upon Closing provided that the
Subscriber has satisfied the requirements of Section 2 hereof and the
Corporation has accepted this Subscription Agreement. 

            It
is a condition of Closing that (i) all documents required to be completed and
signed in accordance with Section 2 hereof be received prior to the Closing
Date, (ii) the Corporation having obtained all necessary approvals and consents,
including regulatory approvals, (iii) the issue and sale of the Units being
exempt from the requirement to file a prospectus and any requirement to deliver
an offering memorandum under applicable securities legislation relating to the
sale of the Units, or the Corporation having received such orders, consents or
approvals as may be required to permit such sale without the requirement to file
a prospectus or deliver an offering memorandum; and (iv) the Corporation having
obtained conditional approval of the Exchange for the listing of the Common
Shares, the Warrant Shares and the Agent’s Warrant Shares. 




- 9 -


4.        Certain
Subscriber Acknowledgements. The Subscriber acknowledges and agrees (on
its own behalf and, if applicable, on behalf of each beneficial purchaser for
whom the Subscriber is contracting hereunder) with the Corporation, the Agent
and the U.S. Affiliate (which acknowledgements and agreements shall survive the
Closing) that: 

	 	(a) 	
      no securities commission, agency, governmental authority,
      regulatory body, stock exchange or other entity has made any finding or
      determination as to the merit for investment of, nor have any such
      agencies or governmental authorities, regulatory bodies, stock exchanges
      or other entities made any recommendation or endorsement with respect to,
      the Securities;

	 	 	 
	 	(b) 	
      the offer, sale and delivery of the Units is conditional
      upon such being exempt from the prospectus requirements and any
      requirement to deliver an offering memorandum in connection with the
      distribution of the Units under the Securities Laws or upon the issuance
      of such orders, consents or approvals as may be required to permit such
      sale without a prospectus;

	 	 	 
	 	(c) 	
      the Securities are subject to resale restrictions under
      the Securities Laws and are otherwise subject to all of the terms,
      conditions and provisions of the Agency Agreement and the Subscriber (and,
      if applicable, others for whom it is contracting hereunder) will comply
      with all relevant Securities Laws concerning any resale of the Securities
      and will consult with its legal advisors with respect to complying with
      all restrictions applying to such resale;

	 	 	 
	 	(d) 	
      the financial statements of the Corporation have been
      prepared in accordance with generally accepted accounting principles of
      the United States, which differ in some respects from generally accepted
      accounting principles of Canada, and thus may not be comparable to
      financial statements of Canadian companies;

	 	 	 
	 	(e) 	
      the purchase of the Units has not been made through or as
      a result of any general solicitation or general advertising (as such terms
      are defined in Rule 502(c) of Regulation D) or any seminar or meeting
      whose attendees have been invited by general solicitation or general
      advertising and the distribution of the Units has not been 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;

	 	 	 
	 	(f) 	
      no prospectus or offering memorandum within the meaning
      of the Securities Laws has been delivered to or summarized for or seen by
      the Subscriber (and, if applicable, others for whom it is contracting
      hereunder) in connection with the Offering and the Subscriber (and, if
      applicable, others for whom it is contracting hereunder) is not aware of
      any prospectus or offering memorandum having been prepared by the
      Corporation;

	 	 	 
	 	(g) 	
      in purchasing the Units, the Subscriber (and, if
      applicable, others for whom it is contracting hereunder) has relied solely
      upon the Public Record relating to the Corporation and this Subscription
      Agreement, and not upon any verbal or written representation as to any
      fact or otherwise made by or on behalf of the Corporation, the Agent or
      the U.S. Affiliate or any employee, agent or affiliate thereof or any
      other person associated therewith. The Agent, the U.S. Affiliate and their
      directors, officers, employees, agents and representatives, and the
      Corporation’s counsel assume no responsibility or liability of any nature
      whatsoever for the accuracy or adequacy of the Public Record upon which
      the Subscriber’s investment decision has been made or as to whether all
      information concerning the Corporation required to be disclosed by the
      Corporation has been disclosed. The Subscriber, on its own behalf and on
      behalf of others for whom the Subscriber is contracting hereunder, has
      acknowledged that the decision to purchase the Units was made on the basis
      of the Public Record and this Subscription Agreement and the Agent’s
      counsel and the Corporation’s counsel are entitled to the benefit of this
      section;

	 	 	 
	 	(h) 	
      the Units are being offered for sale on a “private
      placement” basis;

	 	 	 
	 	(i) 	
      except for the Warrant Shares, none of the Securities
      have been or will be registered under the 1933 Act or the securities laws
      of any state, and the Securities may not be offered or
  sold,







- 10 -


directly or indirectly, in the United
States or to, or for the account or benefit of, a U.S. Person or a person in the
United States unless registered under the 1933 Act and the securities laws of
all applicable states or unless an exemption from such registration requirements
is available, and the Corporation has no obligation or present intention of
filing a registration statement under the 1933 Act in respect of any of the
Securities except for the Warrant Shares; 

	 	
      (j) 
	
      (i) the Subscriber (or, if applicable, others for whom it
      is contracting hereunder) is solely responsible for obtaining such tax and
      legal advice as it considers appropriate in connection with the execution,
      delivery and performance by it of this Subscription Agreement and the
      transactions contemplated hereunder (including the resale and transfer
      restrictions referred to herein); and (ii) the Agent’s counsel is acting
      as counsel to the Agent and the Corporation’s counsel is acting as counsel
      to the Corporation and neither of them are acting as counsel to the
      Subscriber;

	 	 	 	 
	 	(k) 	
      in accepting this Subscription Agreement, the
      Corporation, the Agent and the U.S. Affiliate are relying upon the
      representations and warranties and acknowledgements of the Subscriber set
      out herein including, without limitation, in connection with determining
      the eligibility of the Subscriber or (if applicable) the eligibility of
      others on whose behalf the Subscriber is contracting hereunder to purchase
      Units under the Securities Laws. The Subscriber hereby agrees to notify
      the Corporation, the Agent and the U.S. Affiliate immediately of any
      change in any representation, warranty, covenant or other information
      relating to the Subscriber or the beneficial purchaser contained in this
      Subscription Agreement which takes place prior to Closing;

	 	 	 	 
	 	(l) 	
      the Securities are subject to the terms, conditions and
      provisions of this Subscription Agreement (including the schedules
      hereto), the constating documents of the Corporation and the Agency
      Agreement;

	 	 	 	 
	 	(m) 	
      the Warrants are non-transferable, and the certificates
      evidencing the Common Shares and Warrants will bear a legend, and the
      Warrant Shares may bear a legend, regarding restrictions on transfer as
      required pursuant to applicable Securities Laws as set out in Section 8 of
      this Subscription Agreement;

	 	 	 	 
	 	(n) 	
      the Subscriber consents to the Corporation making a
      notation on its records or giving instructions to any transfer agent of
      the Securities in order to implement the restrictions on transfer set
      forth and described herein;

	 	 	 	 
	 	(o) 	
      the Agent will receive a commission (including Agent’s
      Warrants) with respect to this Offering as set out in Section 14 of this
      Subscription Agreement;

	 	 	 	 
	 	
      (p) 
	
      the Corporation has advised the Subscriber, through the
      Agent or the U.S. Affiliate, that the Corporation is relying on an
      exemption from the requirements to provide the Subscriber with a
      prospectus under the Securities Laws or other applicable securities
      legislation and, as a consequence of acquiring Units pursuant to this
      exemption, (i) certain protections, rights and remedies provided by the
      Securities Laws or other applicable securities legislation including
      statutory rights of rescission or damages, will not be available to the
      Subscriber, (ii) the common law may not provide investors with an adequate
      remedy in the event that they suffer investment losses in connection with
      securities acquired in a private placement, (iii) the Subscriber may not
      receive information that would otherwise be required to be given under the
      Securities Laws, and (iv) the Corporation is relieved from certain
      obligations that would otherwise apply under the Securities Laws;
    and

	 	 	 	 
	 	(q) 	
      no person has made to the Subscriber any written or oral
      representations:

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

	 	 	 	 
	 		(ii) 	
      that any person will refund the purchase price of the
      Subscriber’s Securities; or

	 	 	 	 
	 		(iii) 	
      as to the future price or value of any of the
      Subscriber’s Securities.







- 11 -


5.        Conditions
of Closing. The Subscriber acknowledges and agrees that, as the sale of
the Units will not be qualified by a prospectus, such sale is subject to the
condition that the Subscriber (or, if applicable, any others for whom it is
contracting hereunder) sign and return to the Corporation and/or the Agent and
the U.S. Affiliate all relevant documentation required by the Securities Laws.
The Subscriber acknowledges and agrees that the Agent, the U.S. Affiliate and/or
the Corporation may be required to provide the Securities Regulators or other
authorities pursuant to the Proceeds of Crime (Money Laundering) and
Terrorist Financing Act (Canada) (the “PCMLTFA”) with a list setting
forth the identities of the beneficial purchasers of the Units. Notwithstanding
that the Subscriber may be purchasing Units as agent on behalf of an undisclosed
principal, the Subscriber agrees to provide, on request, particulars as to the
identity of such undisclosed principal as may be required by the Agent, the U.S.
Affiliate and/or the Corporation in order to comply with the foregoing. 

            In
the event that the purchase of the Units pursuant to the provisions of this
Subscription Agreement does not occur on or before November 19, 2009 or such
later date as agreed to by the Corporation and the Agent, the Subscription
Agreement will be returned to the Subscriber, together with any payment that has
been made in respect of the Units without interest thereon, and the obligations
of the parties hereto shall thereupon terminate. 

6.        Acceptance
of Offer to Purchase. The acceptance by the Corporation of the
Subscriber’s irrevocable offer to purchase the Units shall constitute an
agreement by the Corporation with the Subscriber that the Subscriber shall have,
in respect of such Units, the benefits of the representations, warranties and
covenants of the Corporation made by the Corporation, and the conditions of
Closing not waived by the Agent, contained in the Agency Agreement. Such
representations, warranties and covenants shall form an integral part of this
Subscription Agreement and shall survive the Closing and shall continue in full
force and effect for the benefit of the Subscriber for a period of two years
after the Closing in accordance with the Agency Agreement. 

7.       
Representations, Warranties, Acknowledgements and Covenants. The
Subscriber hereby represents and warrants to, and covenants with (on its own
behalf and, if applicable, on behalf of those for whom the Subscriber is
contracting hereunder) the Corporation, the Agent and the U.S. Affiliate (and
acknowledges that the Corporation, the Agent and the U.S. Affiliate are relying
on them), which representations, warranties and covenants shall survive the
Closing, that as at the execution date of this Subscription Agreement and the
Closing Date: 

	 	(a) 	
      the Subscriber and any beneficial purchaser for whom it
      is acting is resident in, or if not an individual, has its head office in,
      the jurisdiction set out on the execution page of this Subscription
      Agreement, 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;

	 	 	 	 	 
	 	(b) 	
      the Subscriber complies with one of the
  following:

	 	 	 	 	 
	 		(i) 	
      the Subscriber is an “accredited investor” within the
      meaning of NI 45-106 and:

	 	 	 	 	 
	 			A. 	
      is either purchasing the Securities (I) as principal and
      not for the benefit of any other person, or is deemed under NI 45-106 to
      be purchasing the Securities as principal, or (II) as agent for a
      beneficial purchaser disclosed in this Subscription Agreement, and is an
      agent or trustee with proper authority to execute all documents required
      in connection with the purchase of the Securities on behalf of such
      disclosed beneficial purchaser and such disclosed beneficial purchaser for
      whom the Subscriber is contracting hereunder is purchasing as principal
      and not for the benefit of any other person, or is deemed under NI 45-106
      to be purchasing the Securities as principal, and such disclosed
      beneficial purchaser is an “accredited investor” within the meaning of NI
      45-106;

	 	 	 	 	 
	 			B. 	
      if the Subscriber is, or the beneficial purchaser for
      whom the Subscriber is contracting hereunder is, as the case may be, a
      person, other than an individual or investment fund, that has net assets
      of at least CDN$5,000,000, the Subscriber was not, or the beneficial
      purchaser for whom the Subscriber is contracting hereunder was not, as the
      case may be, created or used solely to purchase or hold securities as an
      accredited investor; and







- 12 -


	 	C. 	
      the Subscriber has concurrently executed and delivered a
      certificate in the form attached as Schedule “A” hereto;
  or




	 	(ii) 	
      the Subscriber is purchasing as principal and has
      purchased that number of Units having an acquisition cost to the
      Subscriber of not less than CDN$150,000 to be paid in cash on the Closing
      Date;




	 	(c) 	
      the Subscriber is not a person created, or used solely,
      to purchase or hold the Units in order to comply with an exemption from
      the prospectus requirements of Securities Laws and if the Subscriber is
      not an individual, it pre-existed the Offering and has a bona fide purpose
      other than investment in the Units;

	 	 	 	 
	 	(d) 	
      unless the Subscriber has made the representations set
      forth below in Section 7(f) hereof and has completed Schedule “B” attached
      hereto:

	 	 	 	 
	 		(i) 	
      the Subscriber is not a person in the United States or a
      U.S. Person and is not acquiring the Securities for the account or benefit
      of any person in the United States or U.S. Person;

	 	 	 	 
	 		(ii) 	
      the Subscriber was not offered the Securities in the
      United States; and

	 	 	 	 
	 		(iii) 	
      at the time the buy order for the Securities was
      originated, the Subscriber was outside the United States and this
      Subscription Agreement was not executed or delivered in the United
      States;

	 	 	 	 
	 	(e) 	
      if the Subscriber is not a U.S. Subscriber:

	 	 	 	 
	 		(i) 	
      the Subscriber understands that if it decides to offer,
      sell, pledge or otherwise transfer the Common Shares or the Warrant
      Shares, such securities may be offered, sold or otherwise transferred
      only: (A) to the Corporation; (B) pursuant to an effective registration
      statement under the 1933 Act, (C) in accordance with Rule 144 under the
      1933 Act, if available, and in compliance with applicable state Securities
      Laws, (D) in accordance with the provisions of Regulation S, if available,
      or (E) in a transaction that does not otherwise require registration under
      the 1933 Act or any applicable state Securities Laws (in each case, if an
      opinion of counsel, of recognized standing reasonably satisfactory to the
      Corporation, has been provided to the Corporation to that effect, if
      applicable) and further agrees that hedging transactions involving such
      securities may not be conducted unless in compliance with the 1933 Act and
      other applicable Securities Laws;

	 	 	 	 
	 		(ii) 	
      the Subscriber acknowledges and agrees that the
      Securities will be “restricted securities” within the meaning of Rule
      144(a)(3) of the 1933 Act and will remain “restricted securities”
      notwithstanding any resale within or outside the United States unless the
      sale is completed pursuant to an effective registration statement under
      the 1933 Act;

	 	 	 	 
	 		(iii) 	
      the Subscriber understands that the Corporation is the
      seller of the Securities and that, for purposes of Regulation S, a
      “distributor” is any underwriter, dealer or other person who participates,
      pursuant to a contractual arrangement, in the distribution of securities
      offered or sold in reliance on Regulation S and that an “affiliate” is any
      partner, officer, director or any person directly or indirectly
      controlling, controlled by or under common control with any person in
      question; except as otherwise permitted by Regulation S, the Subscriber
      agrees that it will not, during a one-year distribution compliance period,
      act as a distributor, either directly or through any affiliate, or sell,
      transfer, hypothecate or otherwise convey the Securities other than to or
      for the account or benefit of a non-U.S. Person;
and







- 13 -


	 	(iv) 	
      the Subscriber will not offer, sell or otherwise dispose
      of the Securities except in accordance with the transfer restrictions
      described herein in the United States or to a U.S. Person unless (A) such
      offer, sale or disposition is made in accordance with an exemption from
      the registration requirements under the 1933 Act and the Securities Laws
      of applicable states of the United States, or (B) the SEC has declared
      effective a registration statement in respect of such securities. In the
      case of (A), the Corporation may require, as a condition of granting its
      consent, a legal opinion of a firm reasonably acceptable to the
      Corporation confirming that the sale is not subject to the registration
      requirement of the 1933 Act;




	 	(f) 	
      if the Subscriber is a U.S. Subscriber, then:

	 	 	 	 
	 		(i) 	
      the Subscriber understands and acknowledges that the
      Securities have not been registered under the 1933 Act or any state
      securities laws and that the sale of the Units contemplated hereby is
      being made to a limited number of U.S. Accredited Investors in
      transactions not requiring registration under the 1933 Act; accordingly
      the Securities are “restricted securities” within the meaning Rule
      144(a)(3) under the 1933 Act;

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

	 	 	 	 
	 		(iii) 	
      the Subscriber acknowledges that the Corporation has not
      and does not intend to file a registration statement under the 1933 Act in
      respect of the Common Shares and the Warrants, and the Subscriber
      acknowledges that there may be substantial restrictions on the
      transferability of, and that it may not be possible to liquidate its
      investment readily in, the Common Shares and the Warrants;

	 	 	 	 
	 		(iv) 	
      the Subscriber acknowledges that the Corporation has not
      yet filed a registration statement under the 1933 Act in respect of the
      Warrant Shares and, unless and until the Registration Statement becomes
      effective, the Subscriber acknowledges that there may be substantial
      restrictions on the transferability of, and that it may not be possible to
      liquidate its investment readily in, the Warrant Shares;

	 	 	 	 
	 		(v) 	
      the Subscriber is a U.S. Accredited Investor and
      acknowledges that it is acquiring the Units as an investment for its own
      account or for the account of a U.S. Accredited Investor as to which it
      exercises sole investment discretion and not with a view to any resale,
      distribution or other disposition of the Units in violation of the federal
      or state securities laws of the United States and the Subscriber has
      concurrently executed and delivered a certificate in the form attached as
      Schedule “B” hereto. The Subscriber acknowledges that it will be required
      to confirm its status as a U.S. Accredited Investor and make similar
      representations to those contained in this Section 7(f) at the time of
      exercise of any Warrants;

	 	 	 	 
	 		(vi) 	
      the Subscriber has concurrently executed and delivered a
      certificate in the form attached as Schedule “A” hereto;

	 	 	 	 
	 		(vii) 	
      the Subscriber understands and agrees that there may be
      material tax consequences to it of an acquisition, holding or disposition
      of the Securities. The Corporation and the Agent give no opinion and make
      no representation with respect to the tax consequences under United
      States, state, local or foreign tax law of the acquisition, holding or
      disposition of such securities, and the Subscriber acknowledges that it is
      solely responsible for determining the tax consequences of its
      investment;

	 	 	 	 
	 		(viii) 	
      the Subscriber understands that none of the Warrant
      Shares may be sold or transferred in the United States or to a U.S. Person
      prior to the Registration Statement becoming







- 14 -


effective unless an exemption is
available from the registration requirements of the 1933 Act and applicable
state Securities Laws; 

	 	(ix) 	
      the Subscriber understands that if it decides to offer,
      sell, pledge or otherwise transfer the Common Shares or the Warrant
      Shares, such securities may be offered, sold or otherwise transferred
      only: (A) to the Corporation; (B) pursuant to an effective registration
      statement under the 1933 Act, (C) in accordance with Rule 144 under the
      1933 Act, if available, and in compliance with applicable state Securities
      Laws, (D) in accordance with the provisions of Regulation S, if available,
      or (E) in a transaction that does not otherwise require registration under
      the 1933 Act or any applicable state Securities Laws (in each case, if an
      opinion of counsel, of recognized standing reasonably satisfactory to the
      Corporation, has been provided to the Corporation to that effect, if
      applicable) and further agrees that hedging transactions involving such
      securities may not be conducted unless in compliance with the 1933 Act and
      other applicable Securities Laws; and




	 	(g) 	
      if the address of the Subscriber provided in this
      Subscription Agreement is in a jurisdiction outside of British Columbia,
      the Subscriber certifies that the Subscriber (and beneficial purchaser, if
      applicable) is not resident in British Columbia;

	 	 	 	 
	 	(h) 	
      the Subscriber acknowledges that:

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

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

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

	 	 	 	 
	 		(iv) 	
      there are restrictions on the Subscriber’s (or beneficial
      purchaser’s, if applicable) ability to re-sell the Securities and it is
      the responsibility of the Subscriber to find out what those restrictions
      are and to comply with them before selling the Securities;

	 	 	 	 
	 		(v) 	
      the Subscriber has had access to such additional
      information, if any, concerning the Corporation as it has considered
      necessary in connection with its investment decision to acquire the
      Securities; and

	 	 	 	 
	 		(vi) 	
      the Corporation has advised the Subscriber that the
      Corporation is relying on an exemption from the requirements to provide
      the Subscriber with a prospectus and to sell securities through a person
      registered to sell securities under the BC Act and, as a consequence of
      acquiring the Securities pursuant to an exemption, certain protections,
      rights and remedies provided by the BC Act, including statutory rights of
      rescission and damages, will not be available to the Subscriber;

	 	 	 	 
	 	(i) 	
      if the Subscriber is resident outside of Canada and the
      United States, the Subscriber:

	 	 	 	 
	 		(i) 	
      has concurrently executed and delivered a certificate in
      the form attached as Schedule “A” hereto;

	 	 	 	 
	 		(ii) 	
      is knowledgeable of, or has been independently advised as
      to, the applicable Securities Laws of the Securities Regulators having
      application in the jurisdiction in which the Subscriber is resident (the
      “International Jurisdiction”) which would apply to the acquisition
      of the Subscriber’s Units;

	 	 	 	 
	 		(iii) 	
      the Subscriber is purchasing the Units pursuant to
      exemptions from prospectus or equivalent requirements under applicable
      Securities Laws or, if such is not applicable, the Subscriber is permitted
      to purchase the Units under the applicable Securities Laws
  of







- 15 - 

the Securities Regulators in the
International Jurisdiction without the need to rely on any exemptions; 

	 	(iv) 	
      the applicable Securities Laws of the authorities in the
      International Jurisdiction do not require the Corporation to make any
      filings or seek any approvals of any kind whatsoever from any Securities
      Regulator of any kind whatsoever in the International Jurisdiction in
      connection with the issue and sale or resale of the Subscriber’s Units;
      and

	 	 	 	 
	 	(v) 	
      the purchase of the Subscriber’s Units by the Subscriber
      does not trigger:

	 	 	 	 
	 		A. 	
      any obligation to prepare and file a prospectus or
      similar document, or any other report with respect to such purchase in the
      International Jurisdiction; or

	 	 	 	 
	 		B. 	
      any continuous disclosure reporting obligation of the
      Corporation in the International Jurisdiction; and

	 	 	 	 
	 			
      the Subscriber will, if requested by the Corporation or
      the Agent, deliver to the Corporation and the Agent a certificate or
      opinion of local counsel from the International Jurisdiction which will
      confirm the matters referred to in subparagraphs (iii), (iv) and (v) above
      to the satisfaction of the Corporation, acting
  reasonably;




	 	(j) 	
      neither the Subscriber nor any party on whose behalf it
      is acting has been created or is being used primarily to permit the
      purchase of the Units without a prospectus in reliance on an exemption
      from the prospectus requirements of applicable securities
    legislation;

	 	 	 
	 	(k) 	
      if the Subscriber is an individual, the Subscriber has
      attained the age of majority and is legally competent to execute this
      Subscription Agreement and to take all actions required pursuant hereto
      and if the Subscriber is not an individual, this Subscription Agreement
      has been authorized, executed and delivered by, and constitutes a legal,
      valid and binding agreement of the undersigned and if the Subscriber is a
      corporation, it has been duly incorporated and validly exists under the
      laws of its jurisdiction of incorporation or continuance and that this
      Subscription Agreement has been duly authorized by all necessary corporate
      action and constitutes a legal and binding agreement of the
      corporation;

	 	 	 
	 	(l) 	
      the Subscriber is capable of assessing and evaluating the
      risks and merits of this investment as a result of the Subscriber’s
      financial, investment or business experience or as a result of advice
      received from a registered person other than the Corporation or an
      affiliate thereof, and the Subscriber or, where it is not purchasing as
      principal, each beneficial purchaser is able to bear the economic loss of
      its investment;

	 	 	 
	 	(m) 	
      this Subscription Agreement has been duly and validly
      authorized, executed and delivered by and constitutes a legal, valid,
      binding and enforceable obligation of the Subscriber;

	 	 	 
	 	(n) 	
      the delivery of this Subscription Agreement, the
      acceptance of it by the Corporation and the issuance of the Securities to
      the Subscriber complies with all applicable laws of the Subscriber’s
      jurisdiction of residence or domicile and all other applicable laws and
      will not cause the Corporation to become subject to or comply with any
      disclosure, prospectus or reporting requirements under any such applicable
      laws;

	 	 	 
	 	(o) 	
      the Subscriber is not a “control person” of the
      Corporation as defined in the applicable Securities Laws, will not become
      a “control person” by virtue of this purchase of any of the Securities,
      and does not intend to act in concert with any other person to form a
      control group of the Corporation;

	 	 	 
	 	(p) 	
      neither the Subscriber nor any party on whose behalf it
      is acting is an investment club;







- 16 -


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

	 	 	 	 
	 	(r) 	
      the Subscriber has no knowledge of a “material fact” or
      “material change” (as those terms are defined in the applicable Securities
      Laws) in the affairs of the Corporation that has not been generally
      disclosed to the public, save knowledge of this particular
    transaction;

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

	 	 	 	 
	 	(t) 	
      the Subscriber will execute and deliver within the
      approved time periods, all documentation as may be required by applicable
      Securities Laws and any other applicable law to permit the purchase of the
      Units on terms herein set forth;

	 	 	 	 
	 	(u) 	
      if required by applicable Securities Laws or any other
      applicable law, the Subscriber will execute, deliver, file and otherwise
      assist the Corporation and the Agent in filing such reports, undertakings
      and other documents with respect to the issuance of the Units as may be
      required;

	 	 	 	 
	 	(v) 	
      other than the Agent, the U.S. Affiliate and the
      soliciting dealer group members, if any, 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 and if any person
      establishes a claim that any fee or other compensation is payable in
      connection with this subscription for the Units, the Subscriber covenants
      to indemnify and hold harmless the Corporation, the Agent and the U.S.
      Affiliate with respect thereto and with respect to all costs reasonably
      incurred in the defence thereof;

	 	 	 	 
	 	(w) 	
      the Subscriber (and, if applicable, others for whom it is
      contracting hereunder) is not:

	 	 	 	 
	 		(i) 	
      a licensed broker or dealer in the United
  States,

	 	 	 	 
	 		(ii) 	
      an affiliate of a licensed broker or dealer in the United
      States,

	 	 	 	 
	 		(iii) 	
      acting as an underwriter (as that term is defined in
      Section 2(11) of the 1933 Act) in respect of the Common Shares, the
      Warrants or the Warrant Shares, or

	 	 	 	 
	 		(iv) 	
      an affiliate of any person that is acting as an
      underwriter (as that term is defined in Section 2(11) of the 1933 Act) in
      respect of the Common Shares, the Warrants or the Warrant Shares;
    and

	 	 	 	 
	 	(x) 	
      The funds representing the Subscription Price which will
      be advanced by the Subscriber to the Corporation hereunder will not
      represent proceeds of crime for the purposes of PCMLTFA and the Subscriber
      acknowledges that the Corporation 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 the
      Subscriber’s 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 law of Canada, the United
      States, or any other jurisdiction, or (ii) are being tendered on behalf of
      a person or entity who has not been identified to the Subscriber, and (b)
      the Subscriber shall promptly notify the Corporation if the Subscriber
      discovers that any of such representations ceases to be true, and to
      provide the Corporation with appropriate information in connection
      therewith.







- 17 -


	8. 	 Legends.

	 	 	 	 
		(a) 	 Common Shares:

	 	 	 	 
			(i) 	 the Subscriber acknowledges that, in addition to the
        other legends that may be required by Securities Laws, the certificates
        representing the Common Shares will bear the following legend mandated
        by Canadian Securities Laws:

	 	 	 	 
				 “CANADIAN LEGEND:



UNLESS PERMITTED UNDER SECURITIES
  LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE
  [INSERT THE DATE THAT IS FOUR MONTHS AND ONE DAY AFTER THE CLOSING DATE].”;






and, if applicable, the following Exchange
  legend: 

“TSX VENTURE EXCHANGE LEGEND: 


          WITHOUT PRIOR WRITTEN APPROVAL OF THE EXCHANGE
            AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES
            REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED
            OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THE TSX VENTURE
            EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN
            RESIDENT UNTIL [INSERT THE DATE THAT IS FOUR MONTHS AND ONE DAY AFTER
            THE CLOSING DATE].” 

			






provided that subsequent to the expiry
of such period, the certificate representing such securities may be exchanged
for a certificate not bearing these legends. 

The certificates representing the
Common Shares will also bear the following legend mandated by the U.S.
Securities Laws: 

“U.S. LEGEND:


          THESE SECURITIES HAVE NOT BEEN REGISTERED WITH
            THE SECURITIES AND EXCHANGE COMMISSION OR THE UNITED STATES SECURITIES
            COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION
            FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
            “1933 ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD
            EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933
            ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION
            NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND
            IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION,
            HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED
            UNLESS IN COMPLIANCE WITH THE 1933 ACT.” 







	 	(b) 	
      Warrants:

	 	 	 	 
	 		(i) 	
      the Subscriber acknowledges that, in addition to the
      other legends that may be required by Securities Laws, the certificates
      representing the Warrants will bear the following
legend:







- 18 -



          “THESE WARRANTS ARE NOT TRANSFERABLE.”
            


In addition, the certificates
representing the Warrants will bear the following legend mandated by the U.S.
securities laws: 


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







	 	(c) 	 Warrant Shares:

	 	 	 	 
	 		(i) 	 the Subscriber acknowledges that, in addition to the
        other legends that may be required by Securities Laws, the certificates
        representing any Warrant Shares issued upon exercise of Warrants on or
        before the date that is four months and one day after the Closing Date
        will bear the following legend mandated by Canadian Securities Laws:

	 	 	 	 
	 			 “CANADIAN LEGEND:




          UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS
            SECURITY MUST NOT TRADE THE SECURITY BEFORE [INSERT THE DATE THAT
            IS FOUR MONTHS AND ONE DAY AFTER THE CLOSING DATE].”







and, if applicable, the following Exchange
  legend:

“TSX VENTURE EXCHANGE LEGEND: 



          WITHOUT PRIOR WRITTEN APPROVAL OF THE EXCHANGE
            AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES
            REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED
            OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THE TSX VENTURE
            EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN
            RESIDENT UNTIL [INSERT THE DATE THAT IS FOUR MONTHS AND ONE DAY AFTER
            THE CLOSING DATE].” 







provided that subsequent to the expiry
of such period, the certificate representing such securities may be exchanged
for a certificate not bearing these legends.

In addition, unless the Registration
Statement relating to the Warrant Shares has been declared effective and the
Subscriber executes and delivers to the Corporation such written undertakings as
the Corporation and its counsel may reasonably require in order to ensure full
compliance with relevant provisions of the 1933 Act, the certificates
representing any Warrant Shares issued upon exercise of the Warrants will bear
the following legend mandated by the U.S. securities laws: 




- 19 - 

“U.S. LEGEND: 



          THESE SECURITIES HAVE NOT BEEN REGISTERED WITH
            THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES
            COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION
            FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
            “1933 ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD
            EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933
            ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION
            NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND
            IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION,
            HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED
            UNLESS IN COMPLIANCE WITH THE 1933 ACT.” 







9.         Representations,
  Warranties and Covenants of the Corporation. The Corporation hereby
  represents, warrants, covenants and agrees with the Subscriber as follows:

	 	(a) 	
      the Corporation will use commercially reasonable efforts
      to file the Registration Statement with the SEC within 45 days after the
      Closing Date;

	 	 	 
	 	(b) 	
      the Corporation will respond to comments, if any are
      received from the SEC, on the Registration Statement expeditiously in an
      effort to cause the SEC to declare the Registration Statement effective as
      soon as is practicable after the date it is filed;

	 	 	 
	 	(c) 	
      the Corporation shall keep the Registration Statement
      effective until the earlier of (i) date that the Subscriber can sell all
      of the Warrant Shares pursuant to Rule 144 under the 1933 Act and (ii) the
      date upon which all of the Warrants have expired without exercise,
      provided that the Subscriber furnishes in writing to the Corporation all
      information within the Subscriber’s possession or knowledge that the
      Corporation or its counsel may reasonably require in order to keep the
      Registration Statement effective;

	 	 	 
	 	(d) 	
      the Subscriber shall have the benefit of the
      representations and warranties made by the Corporation in the Agency
      Agreement (save and except as waived by the Agent) as if such
      representations and warranties were made by the Corporation in this
      Subscription Agreement;

	 	 	 
	 	(e) 	
      the Corporation will promptly comply with all filing and
      other requirements under all applicable Securities Laws in connection with
      the Offering;

	 	 	 
	 	(f) 	
      on the Closing Date, the Corporation will have taken all
      necessary steps to duly and validly create and issue the Common Shares and
      the Warrants (and the Warrant Shares issuable upon exercise thereof);
      and

	 	 	 
	 	(g) 	
      the net proceeds of the Offering will be used to fund
      ongoing exploration programs at the Corporation’s properties in the
      Patagonia region of Argentina, working capital and for general corporate
      purposes.



10.      Information to be
Furnished by the Subscriber in connection with the Registration Statement.
The Subscriber shall promptly after receipt of a request from the
Corporation: 

	 	(a) 	
      furnish in writing to the Corporation all information
      within the Subscriber’s possession or knowledge required by the applicable
      rules and regulations of the SEC and by any applicable Securities Laws
      concerning the proposed method of sale or other disposition of the Warrant
      Shares and the identity of and compensation to be paid to any proposed
      broker-dealer(s) to be employed in connection
therewith;







- 20 -


	 	(b) 	
      execute and deliver to the Corporation such written
      undertakings as the Corporation and its counsel may reasonably require in
      order to ensure full compliance with relevant provisions of the 1933 Act
      and the 1934 Act if the Subscriber desires to sell and distribute the
      Warrant Shares over a period of time, or from time to time, at then
      prevailing market prices, pursuant to the Registration Statement to be
      filed by the Corporation; and

	 	 	 
	 	(c) 	
      if, during the effectiveness of the Registration
      Statement filed pursuant to this Subscription Agreement, an intervening
      event should occur which, in the reasonable opinion of the Corporation’s
      counsel, makes the prospectus included in the Registration Statement no
      longer compliant with the 1933 Act, after notice containing the facts and
      legal conclusions relied upon from the Corporation to the Subscriber of
      the occurrence of such an event, make no further sales or other
      dispositions, or offers therefor, of the Warrant Shares under such
      Registration Statement until the Subscriber receives from the Corporation
      copies of a new, amended or supplemented prospectus complying with the
      1933 Act as soon as practicable after such notice. The Corporation shall
      keep the Subscriber fully informed as to the status of the Corporation’s
      efforts which shall be prompt and diligent to cause such new, amended or
      supplemented prospectus to be available for use by the Subscriber,
      provided that the Subscriber furnishes in writing all information within
      the Subscriber’s possession or knowledge that the Corporation or its
      counsel may reasonably require in order to ensure that the new, amended or
      supplemented prospectus complies with the 1933
Act.



11.      Acknowledgements.
The Subscriber acknowledges and agrees that the foregoing representations and
warranties are made by it with the intention that they may be relied upon by the
Corporation, its legal counsel and the Agent, the U.S. Affiliate and their legal
counsel in determining its eligibility or (if applicable) the eligibility of
others on whose behalf it is contracting hereunder to purchase the Units under
applicable securities legislation. The Subscriber further agrees that by
accepting delivery of the Common Shares and the Warrants on the Closing Date or
by having the Agent accept delivery of the Common Shares and the Warrants on its
behalf, it shall be representing and warranting that the foregoing
representations and warranties are true and correct as at the Closing Time with
the same force and effect as if they had been made by the Subscriber at the
Closing Time and that they shall survive the purchase by the Subscriber of the
Units and still continue in full force and effect notwithstanding any subsequent
disposition by the Subscriber of the Securities. The Corporation, the Agent and
the U.S. Affiliate and their legal counsels shall be entitled to rely on the
representations and warranties of the undersigned contained in this Subscription
Agreement, and the Subscriber shall indemnify and hold harmless the Corporation,
its legal counsel and the Agent, the U.S. Affiliate and their legal counsel for
any loss, costs or damages any of them may suffer as a result of any
misrepresentations or any breach or failure to comply with any covenant or
agreement herein of the undersigned. 

12.      Indemnity. The
  Corporation shall indemnify, defend and hold the Subscriber (which term shall,
  for the purposes of this section, include the Subscriber or its shareholders,
  managers, partners, directors, officers, members, employees, direct or indirect
  investors, agents and affiliates and assignees and the stockholders, partners,
  directors, members, managers, officers, employees direct or indirect investors
  and agents of such affiliates and assignees) harmless against any and all liabilities,
  loss, cost or damage, together with all reasonable costs and expenses related
  thereto (including reasonable legal and accounting fees and expenses), arising
  from, relating to, or connected with an untrue, inaccurate or breached statement,
  representation, warranty or covenant of the Corporation contained herein or
  in the Agency Agreement, as the case may be. The Corporation undertakes to the
  Subscriber to notify the Agent immediately of any change in any representation,
  warranty or other material information relating to the Corporation set forth
  in this Subscription Agreement which takes place prior to the Closing Time.

13.      Appointment of
Agent. The Subscriber, on its own behalf (or, if applicable, on behalf
of others for whom the Subscriber is contracting hereunder), hereby: 

	 	(a) 	
      irrevocably authorizes the Agent, in its sole discretion,
      to act as the Subscriber’s representative at the Closing, to receive
      certificates representing the Subscriber’s Common Shares and Warrants and
      to execute in its name and on its behalf all closing receipts and
      documents required;







- 21 -


	 	(b) 	
      irrevocably authorizes the Agent to negotiate and settle
      the form of any agreement to be entered into in connection with this
      transaction and to correct errors and omissions of an administrative
      nature in order to give effect to this Subscription Agreement and to
      extend the time for compliance with, any of the representations,
      warranties, covenants or closing conditions under this Subscription
      Agreement or the Agency Agreement in such manner and on such terms and
      conditions as the Agent may determine, acting reasonably, without in any
      way adversely affecting the Subscriber’s obligations or the obligations of
      such other subscribers hereunder or to exercise any rights of termination
      contained in the Agency Agreement;

	 	 	 
	 	(c) 	
      acknowledges and agrees that the Agent and the
      Corporation may vary, amend, alter or waive, in whole or in part, one or
      more of the conditions or covenants set forth in this Subscription
      Agreement or the Agency Agreement in such manner and on such terms and
      conditions as it may determine, acting reasonably, upon the Subscriber’s
      prior written consent, such consent not to be unreasonably withheld,
      except the Agent and the Corporation may extend the Closing Date or
      increase the maximum amount of the Offering without additional consent
      from the Subscriber; and

	 	 	 
	 	(d) 	
      irrevocably authorizes the Agent to swear, accept,
      execute, file and record any documents (including receipts) necessary to
      accept delivery of the certificates representing the Common Shares and the
      Warrants on the Closing and to terminate this subscription on behalf of
      the Subscriber pursuant to the terms of the Agency
  Agreement.




	14. 	
      Compensation of Agent.

	 	 	 	 
		(a) 	
      The Subscriber understands that, in connection with the
      issue and sale of Units pursuant to the Offering, the Agent will receive
      from the Corporation on Closing:

	 	 	 	 
			(i) 	
      a commission equal to 6% of the gross proceeds from the
      sale of the Units, payable in cash; and

	 	 	 	 
			(ii) 	
      non-transferable Agent’s Warrants (the “Agent’s
      Warrants”) entitling the Agent to purchase that number of common
      shares (“Agent’s Warrant Shares”) of the Corporation equal to 6% of
      the number of Units sold by the Agent, at an exercise price of CDN$0.70
      per Agent’s Warrant Share for a period of one year following the Closing
      Date.

	 	 	 	 
		(b) 	
      No other fee or commission is payable by the Corporation
      in connection with the completion of the Offering. However, the
      Corporation will pay certain fees and expenses of the Agent in connection
      with the Offering as set out in the Agency
Agreement.



15.      Nature of
Subscription. This subscription is irrevocable except that the
Subscriber reserves the right to withdraw this subscription and to terminate its
obligations hereunder at any time before the Closing Date if the Agent
terminates its obligations with respect to this Offering under the Agency
Agreement, and the Subscriber hereby appoints the Agent as its agent for the
purpose of notifying the Corporation of the withdrawal or termination of this
subscription. 

16.      Delivery of
Securities. The Subscriber hereby authorizes and directs the Corporation
and the Agent to deliver certificates representing the Common Shares and the
Warrants to be issued to such Subscriber pursuant to this Subscription Agreement
either (a) to the residential or business address indicated in this subscription
or (b) directly to the Subscriber’s account, if any, maintained with the Agent.


17.      Return of
Subscription Funds. The Subscriber hereby authorizes and directs the
Corporation and the Agent to return any funds for unaccepted subscriptions to
the same account from which the funds were drawn, without interest or penalty,
including any customer account maintained with the Agent. 

18.      Acceptance of
Subscription. This subscription may be accepted in whole or in part by
the Corporation at its sole discretion and the right is reserved to the
Corporation at its sole discretion to allot to any Subscriber less




- 22 -


than the amount of Units subscribed for. Confirmation of
acceptance or rejection of this subscription will be forwarded to the Subscriber
promptly after the acceptance or rejection of the subscription by the
Corporation. If this subscription is rejected in whole, the funds delivered by
the Subscriber to the Agent representing the purchase price for the Units
subscribed for herein will be promptly returned to the same account from which
the funds were drawn, without interest or penalty, including any customer
account maintained with the Agent. If this subscription is accepted only in
part, the funds representing the portion of the purchase price representing that
portion of the subscription for the Units which is not accepted will promptly be
similarly returned. 

19.      Costs. All
costs and expenses incurred by the Subscriber (including any fees and
disbursements of any special counsel obtained by the Subscriber) relating to the
sale of the Units to the Subscriber shall be borne by the Subscriber. 

20.      Execution of
Subscription Agreement. The Corporation, the Agent and the U.S.
Affiliate shall be entitled to rely on delivery by facsimile machine or e-mail
of an executed copy of this Subscription Agreement, and acceptance by the
Corporation of such facsimile or e-mail copy shall be equally effective to
create a valid and binding agreement between the Subscriber and the Corporation
in accordance with the terms hereof. If less than a complete copy of this
Subscription Agreement is delivered to the Corporation at Closing, the
Corporation and its counsel are entitled to assume that the Subscriber accepts
and agrees to all of the terms and conditions of the pages not delivered at
Closing unaltered. 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. 

21.      Collection of
Personal Information. The Subscriber acknowledges and consents to the
fact that the Corporation and/or the Agent are collecting the Subscriber’s
personal information for the purpose of fulfilling this Subscription Agreement
and completing the Offering. The Subscriber's personal information (and, if
applicable, the personal information of those on whose behalf the Subscriber is
contracting hereunder) may be disclosed by the Corporation and the Agent to (a)
stock exchanges or securities regulatory authorities (including the Ontario
Securities Commission as referred to below), (b) the Corporation's registrar and
transfer agent, (c) Canadian tax authorities, (d) authorities pursuant to the
Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada)
and (e) 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 (and, if applicable, the personal information of those on whose
behalf the Subscriber is contracting hereunder) and to the retention of such
personal information for as long as permitted or required by law or business
practice. Notwithstanding that the Subscriber may be purchasing Units as agent
on behalf of an undisclosed principal, the Subscriber agrees to provide, on
request, particulars as to the nature and identity of such undisclosed
principal, and any interest that such undisclosed principal has in the
Corporation, all as may be required by the Agent and/or the Corporation in order
to comply with the foregoing. 

Furthermore, the Subscriber is hereby notified that:


	 	(a) 	
      the Corporation may deliver to any securities commission
      having jurisdiction over the Corporation, the Subscriber or this
      subscription, including the British Columbia Securities Commission, the
      Alberta Securities Commission and the Ontario Securities Commission and/or
      the SEC (collectively, the “Commissions”) certain personal
      information pertaining to the Subscriber, including such Subscriber’s full
      name, residential address and telephone number, the number of shares or
      other securities of the Corporation owned by the Subscriber, the number of
      Units purchased by the Subscriber and the total purchase price paid for
      such Units, the prospectus exemption relied on by the Corporation and the
      date of distribution of the Units,

	 	 	 
	 	(b) 	
      such information is being collected indirectly by the
      Commissions under the authority granted to them in securities
      legislation,

	 	 	 
	 	(c) 	
      such information is being collected for the purposes of
      the administration and enforcement of the securities laws,
  and







- 23 -


	 	(d) 	
      the Subscriber may contact the following public official
      in Ontario with respect to questions about the Ontario Securities
      Commission’s indirect collection of such information at the following
      address and telephone number:

	 	 	 
	 		 Administrative Assistant to the Director of Corporate
        Finance 

        Ontario Securities Commission 

        Suite 1903, Box 55, 20 Queen Street West 

        Toronto, Ontario, M5H 3S8

        Telephone: (416) 593-8086



22.      Anti-Money
Laundering Legislation. In order to comply with legislation aimed at the
prevention of money laundering, the Corporation may require additional
information concerning investors from time to time and the Subscriber agrees to
provide all such information. The Subscriber acknowledges that if, as a result
of any information or other matter which comes to the Corporation's attention,
any director, officer or employee of the Corporation or any investment advisor,
or their respective professional advisors, knows or suspects that an investor is
engaged in money laundering, such person is required to report such information
or other matter to the Financial Transactions and Reports Analysis Centre of
Canada and such report shall not be treated as a breach of any restriction upon
the disclosure of information imposed by Canadian law or otherwise. 

23.      Consent.
By executing this Subscription Agreement, the Subscriber (on its own behalf and,
if applicable, on behalf of each beneficial purchaser on whose behalf the
Subscriber is acting) acknowledges and expressly consents to: 

	 	(a) 	
      the disclosure of Personal Information by the Corporation
      to the Exchange (as described in Exchange Appendix 6A, a copy of which is
      attached as Schedule “D”) pursuant to Form 4B; and

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



For the purposes of this Section 23, “Personal Information”
means any information about the Subscriber. 

24.      Governing
Law. The contract arising out of this Subscription Agreement shall be
governed by and construed in accordance with the laws of the Province of British
Columbia and the laws of Canada applicable therein. 

25.      Survival of
Representations and Warranties. The covenants, representations and
warranties contained herein shall survive the Closing and continue in full force
and effect for a period of two years following the Closing. 

26.      Assignment.
The terms and provisions of this Subscription Agreement shall be binding upon
and enure to the benefit of the Subscriber, the Corporation and the Agent and
their respective heirs, executors, administrators, successors and assigns;
provided however, that: (a) this Subscription Agreement may not be assigned by
the Subscriber without the consent of the Corporation and the Agent, in their
discretion, other than the assignment by a Subscriber who is acting as nominee
or agent to the beneficial owner; and (b) this Subscription Agreement may not be
assigned by the Agent on behalf of the Subscriber without the consent of the
Subscriber, acting reasonably. The benefits and the obligations of this
Subscription Agreement, insofar as they apply to the Subscriber, shall pass with
any assignment or transfer of the Securities. 

27.      Entire Agreement and
Headings. Except as otherwise stated herein, this Subscription Agreement
(including the schedules hereto) constitutes the entire agreement between the
Subscriber and the Corporation relating to the subject matter hereof and there
are no representations, warranties, covenants, understandings or other
agreements relating to the subject matter hereof except as stated or referred to
herein. This Subscription Agreement may be amended or modified in any respect by
written instrument only. The headings contained herein are for convenience only
and shall not affect the meanings or interpretation hereof. 

28.      Effective Date.
The Subscription Agreement is intended to and shall take effect on the later of
the date it has been accepted by the Corporation and the effective date of the
Agency Agreement. 




- 24 -


29.      Time of
Essence. Time shall be of the essence of this Subscription Agreement.


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




SCHEDULE “A” 

ACCREDITED INVESTOR STATUS CERTIFICATE 

Capitalized terms not specifically defined in this certificate
have the meaning ascribed to them in the Subscription Agreement to which this
certificate is attached. 

The undersigned Subscriber hereby represents, warrants and
certifies to the Corporation, as an integral part of the attached Subscription
Agreement, that he, she or it is and at Closing will be, correctly and in all
respects described by the category or categories set forth directly next to
which the Subscriber has marked below. 

	[  ] 	(1) 	
      a Canadian financial institution, or a Schedule III bank.
      

	  	  	
      

	[  ] 	(2) 	
      the Business Development Bank of Canada incorporated
      under the Business Development Bank of Canada Act (Canada).
      

	  	  	
      

	[  ] 	(3) 	
      a subsidiary of any person referred to in paragraphs (1)
      or (2), 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. 

	  	  	
      

	[  ] 	(4) 	
      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). 

	  	  	
      

	[  ] 	(5) 	
      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 (4). 

	  	  	
      

	[  ] 	(6) 	
      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. 

	  	  	
      

	[  ] 	(7) 	
      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. 

	  	  	
      

	[  ] 	(8) 	
      any national, federal, state, provincial, territorial or
      municipal government of or in any foreign jurisdiction, or any agency of
      that government. 

	  	  	
      

	[  ] 	(9) 	
      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.
      

	  	  	
      

	[  ] 	(10) 	
      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 CDN$1,000,000. 

	  	  	
      

	[  ] 	(11) 	
      an individual whose net income before taxes exceeded
      CDN$200,000 in each of the 2 most recent calendar years or whose net
      income before taxes combined with that of a spouse exceeded CDN$300,000 in
      each of the 2 most recent calendar years and who, in either case,
      reasonably expects to exceed that net income level in the current calendar
      year. 

	  	  	
      

	[  ] 	(12) 	
      an individual who, either alone or with a spouse, has net
      assets of at least CDN$5,000,000. 

	  	  	
      

	[  ] 	(13) 	
      a person, other than an individual or investment fund,
      that has net assets of at least CDN$5,000,000 as shown on its most
      recently prepared financial statements. 

	  	  	
      

	[  ] 	(14) 	
      an investment fund that distributes or has distributed
      its securities only to 




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

	 	 	 
	 	(b) 	
      a person that acquires or acquired securities in the
      circumstances referred to in sections 2.10 [Minimum amount
      investment], or 2.19 [Additional investment in investment
      funds] of NI 45-106, or

	 	 	 
	 	(c) 	
      a person described in paragraph (i) or (ii) that acquires
      or acquired securities under section 2.18 [Investment fund
      reinvestment] of NI 45-106.







- A2 - 

	[  ] 	(15) 	
      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. 

	  	  	
       

	[  ] 	(16) 	
      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. 

	  	  	
       

	[  ] 	(17) 	
      a person acting on behalf of a fully managed account
      managed by that person, if that person 




	 	(a) 	
      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

	 	 	 
	 	(b) 	
      in Ontario, is purchasing a security that is not a
      security of an investment fund.




	[  ] 	(18) 	
      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. 

	  	  	
       

	[  ] 	(19) 	
      an entity organized in a foreign jurisdiction that is
      analogous to any of the entities referred to in paragraphs (1) to (4) or
      paragraph (9) in form and function. 

	  	  	
       

	[  ] 	(20) 	
      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. 

	  	  	
       

	[  ] 	(21) 	
      an investment fund that is advised by a person registered
      as an adviser or a person that is exempt from registration as an adviser.
      

	  	  	
       

	[  ] 	(22) 	
      a person that is recognized or designated by the
      securities regulatory authority or, except in Ontario and Québec, the
      regulator as 




	 	(a) 	
      an accredited investor, or

	 	 	 
	 	(b) 	
      an exempt subscriber in Alberta or British Columbia after
      NI 45-106 comes into force.



Note: A summary of the meanings of some of the terms used in
this Accredited Investor Status Certificate follows the signature block below.


DATED ________________________________, 2009 

	 	 
	 	Signature of Subscriber 
	 	 
	 	 
	 	Name of Subscriber 
	 	 
	 	  
	 	 
	 	 
	 	 
	 	Address of Subscriber 






- A3 - 

For the purposes of this Accredited Investor Status
Certificate, the following definitions are included for convenience:

	 	(a) 	
      “affiliate” means that an issuer is an affiliate of
      another issuer if:

	 	 	 	 	 
	 		(i) 	
      one of them is the subsidiary of the other, or

	 	 	 	 	 
	 		(ii) 	
      each of them is controlled by the same person.

	 	 	 	 	 
	 	(b) 	
      “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.

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

	 	 	 	 	 
	 	(d) 	
      “control” means as follows: a person (first person) is
      considered to control another person (second person) if:

	 	 	 	 	 
	 		(i) 	
      the first person beneficially owns or directly or
      indirectly 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,

	 	 	 	 	 
	 		(ii) 	
      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

	 	 	 	 	 
	 		(iii) 	
      the second person is a limited partnership and the
      general partner of the limited partnership is the first person;

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

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

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

	 	 	 	 	 
	 	(h) 	
      “mutual fund” means:

	 	 	 	 	 
	 		(i) 	
      for the purposes of British Columbia law,

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

	 	 	 	 	 
	 			(B) 	
      an issuer described in an order that the commission may
      make under section 3.2 of the Securities Act (B.C.),
and







- A4 - 

	 	(C) 	
      an issuer that is in a class of prescribed
  issuers,




	 		
      but does not include an issuer, or a class of issuers,
      described in an order that the commission may make under section 3.1 of
      the Securities Act (B.C.);

	 	 	 	 
	 	(ii) 	
      for the purposes of Alberta law,

	 	 	 	 
	 		(A) 	
      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, or

	 	 	 	 
	 		(B) 	
      an issuer that is designated as a mutual fund under
      section 10 of the Alberta Securities Act (Alberta) or in accordance with
      the regulations,

	 	 	 	 
	 		
      but does not include an issuer, or class of issuers, that
      is designated under section 10 of the Alberta Securities Act (Alberta) not
      to be a mutual fund;

	 	 	 	 
	 	(iii) 	
      for the purposes of Ontario law, 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 as a
      proportionate interest in the whole or in part of the net assets,
      including a separate fund or trust account, of the issuer;

	 	 	 	 
	 	(iv) 	
      for the purposes of Quebec law, a company issuing shares
      which must, on request of the holder, redeem them at their net asset
      value;




	 	(i) 	
      “non-redeemable investment fund” means an
  issuer:

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

	 	 	 	 	 
	 		(ii) 	
      that does not invest,

	 	 	 	 	 
	 			(A) 	
      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

	 	 	 	 	 
	 			(B) 	
      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

	 	 	 	 	 
	 		(iii) 	
      that is not a mutual fund;

	 	 	 	 	 
	 	(j) 	
      “person” includes

	 	 	 	 	 
	 		(i) 	
      an individual,

	 	 	 	 	 
	 		(ii) 	
      a corporation,

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

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







- A5 -


	 	(k) 	
      “portfolio adviser” means:

	 	 	 	 
	 		(i) 	
      a portfolio manager; or

	 	 	 	 
	 		(ii) 	
      a broker or investment dealer exempted from registration
      as an adviser under section 148 of the regulation made under the
      Securities Act (Ontario) if that broker or investment dealer is not exempt
      from the by-laws or regulations of the Toronto Stock Exchange or the
      Investment Dealers’ Association of Canada referred to in that
    section;

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

	 	 	 	 
	 	(m) 	
      “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);

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







SCHEDULE “B”

U.S. ACCREDITED INVESTOR STATUS CERTIFICATE

Capitalized terms not specifically defined in this certificate
have the meaning ascribed to them in the Subscription Agreement to which this
certificate is attached. 

This U.S. Accredited Investor Status Certificate is for use by
each Subscriber that has indicated an interest in purchasing Units of the
Corporation. The purpose of this U.S. Accredited Investor Status Certificate is
to assure the Corporation that each Subscriber will meet the standards imposed
by the 1933 Act and the appropriate exemptions of applicable state securities
laws. The Corporation will rely on the information contained in this U.S.
Accredited Investor Status Certificate for the purposes of such determination.
This U.S. Accredited Investor Status Questionnaire is not an offer of the Units
or any other securities of the Corporation in any state other than those
specifically authorized by the Corporation. 

The undersigned Subscriber hereby represents, warrants and
certifies to the Corporation, the Agent and the U.S. Affiliate, as an integral
part of the attached Subscription Agreement, that the Subscriber satisfies, and
at Closing will satisfy, one or more of the categories of “Accredited
Investors”, as defined by Regulation D promulgated under the 1933 Act, as
indicated below: (Please initial in the space provide those categories, if
any, of an “Accredited Investor” which the Subscriber satisfies.) 

	________	
      An organization described in Section 501(c)(3) of the
      United States Internal Revenue Code, a corporation, a Massachusetts or
      similar business trust or partnership, not formed for the specific purpose
      of acquiring the Units, with total assets in excess of US$5,000,000.
    

	 	
       

	________	
      A natural person whose individual net worth, or joint net
      worth with that person’s spouse, at the time of purchase exceeds
      US$1,000,000. 

	 	
       

	________	
      A 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. 

	 	
       

	________	
      A “bank” as defined under Section (3)(a)(2) of the 1933
      Act or savings and loan association or other institution as defined in
      Section 3(a)(5)(A) of the 1933 Act acting in its individual or fiduciary
      capacity; a broker dealer registered pursuant to Section 15 of the
      Securities Exchange Act of 1934 (United States); an
      insurance Corporation as defined in Section 2(13) of the 1933 Act; an
      investment Corporation registered under the Investment Corporation
      Act of 1940 (United States) or a business development Corporation
      as defined in Section 2(a)(48) of such Act; a Small Business Investment
      Corporation licensed by the U.S. Small Business Administration under
      Section 301(c) or (d) of the Small Business Investment Act of 1958
      (United States); a plan with total assets in excess of US$5,000,000
      established and maintained by a state, a political subdivision thereof, or
      an agency or instrumentality of a state or a political subdivision
      thereof, for the benefit of its employees; an employee benefit plan within
      the meaning of the Employee Retirement Income Security Act of
      1974 (United States) whose investment decisions are made by a plan
      fiduciary, as defined in Section 3(21) of such Act, which is either a
      bank, savings and loan association, insurance Corporation or registered
      investment adviser, or if the employee benefit plan has total assets in
      excess of US$5,000,000, or, if a self-directed plan, whose investment
      decisions are made solely by persons that are accredited investors.
  

	 	
       

	________	
      A private business development Corporation as defined in
      Section 202(a)(22) of the Investment Advisers Act of 1940
      (United States). 

	 	
       

	________	
      A trust with total assets in excess of US$5,000,000, not
      formed for the specific purpose of acquiring the Units, whose purchase is
      directed by a sophisticated person as described in Rule 506(b)(2)(ii)
      under the 1933 Act. 







- B2 -


	________	
      An entity in which all of the equity owners satisfy the
      requirements of one or more of the foregoing categories.




Note that prospective Subscriber claiming to satisfy one of the
above categories of Accredited Investor may be required to supply the
Corporation with a balance sheet, prior years’ federal income tax returns or
other appropriate documentation to verify and substantiate the Subscriber’s
status as an Accredited Investor. 

If the Subscriber is an entity which initialled the last
category in reliance upon the Accredited Investor categories above, state the
name, address, total personal income from all sources for the previous calendar
year, and the net worth (exclusive of home, home furnishings and personal
automobiles) for each equity owner of the said entity:

______________________________________________________________________________


The Subscriber hereby certifies that the information contained
in this U.S. Accredited Investor Status Certificate is complete and accurate and
the Subscriber will notify the Corporation promptly of any change in any such
information. If this U.S. Accredited Investor Status Certificate is being
completed on behalf of a corporation, partnership, trust or estate, the person
executing on behalf of the Subscriber represents that it has the authority to
execute and deliver this U.S. Accredited Investor Status Certificate on behalf
of such entity. 

IN WITNESS WHEREOF, the undersigned has executed this U.S.
Accredited Investor Status Certificate as of ______________________, 2009. 

	If a Corporation, Partnership or Other Entity: 	 	If an Individual: 
	 	 	 
	 	 	 
	Print of Type Name of Entity 	 	Signature 
	 	 	 
	 	 	 
	Signature of Authorized Signatory 	 	Print or Type Name 
	 	 	 
	 	 	 
	Type of Entity 	 	Social Security/Tax I.D. No. (if applicable)
  






 

	    

      


	SCHEDULE “C”
      

FORM 4C 

CORPORATE PLACEE REGISTRATION
      	


Where subscribers to a Private Placement are not individuals,
the following information about the placee must be provided if such subscribers:


(a)         
 will hold more than 5% of the Issuer’s issued and outstanding Listed
Shares on a upon completion of the Private Placement; or 

(b)           are
subscribing for more than 25% of the Private Placement. 

This Form will remain on file with the Exchange. The corporation,
  trust, portfolio manager or other entity (the “Placee”) need only
  file it on one time basis, and it will be referenced for all subsequent Private
  Placements in which it participates. If any of the information provided in this
  Form changes, the Placee must notify the Exchange prior to participating in
  further placements with Exchange listed Issuers. If as a result of the Private
  Placement, the Placee becomes an Insider of the Issuer, Insiders of the Placee
  are reminded that they must file a Personal Information Form (2A) or, if applicable,
  Declarations, with the Exchange. 

	1. 	 Placee Information: 

	 	 
	 	 Name:	 	 
	 	 
	 	Complete Address:	 
	 	 
	 	 




		
      Jurisdiction of Incorporation or Creation:
	 
	 	 
	2. 	 (a)        Is the
        Placee purchasing securities as a portfolio manager (Yes/No)?

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

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





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

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

	 	 	 
	 	(c) 	
      it was not created solely or primarily for the purpose of
      purchasing securities of the Issuer;

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







- C2 - 

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




	4. 	
      If the answer to 2(a). above was “No”, please provide the
      names and addresses of Control Persons of the
Placee:





	Name* 	City 	Province or State 	Country 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 



*          
If the Control Person is not an individual, provide the name of the individual
that makes the investment decisions on behalf of the Control Person. 

The undersigned acknowledges that it is bound by the provisions
of applicable Securities Law, including provisions concerning the filing of
insider reports and reports of acquisitions. 

Acknowledgement - Personal Information 

1.1          
“Personal Information” means any information about an identifiable
individual, and includes information contained in sections 1, 2 and 4, as
applicable, of this Form. 

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

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

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



Dated at ________________________ on
_________________________________. 

	 	 
	 	(Name of Subscriber - please print) 
	 	 
	 	 
	 	(Authorized Signature) 
	 	 
	 	 
	 	(Official Capacity - please print) 
	 	 
	 	 
	 	(please print name of individual whose
      signature 
	 	appears above) 


THIS IS NOT A PUBLIC DOCUMENT 




 

	

      

      
	SCHEDULE “D” 

      

      APPENDIX 6A

      ACKNOWLEDGEMENT – PERSONAL INFORMATION 	


TSX Venture Exchange Inc. and its affiliates, authorized
agents, subsidiaries and divisions, including the TSX Venture Exchange
(collectively referred to as “the Exchange”) collect Personal Information in
certain Forms that are submitted by the individual and/or by an Issuer or
Applicant and use it for the following purposes: 

	to conduct background checks,
  
	to verify the Personal Information that has been provided about each
  individual,
  
	to consider the suitability of the individual to act as an officer,
  director, insider, promoter, investor relations provider or, as applicable, an
  employee or consultant, of the Issuer or Applicant,
  
	to consider the eligibility of the Issuer or Applicant to list on the
  Exchange,
  
	to provide disclosure to market participants as to the security holdings
  of directors, officers, other insiders and promoters of the Issuer, or its
  associates or affiliates,
  
	to conduct enforcement proceedings, and
  
	to perform other investigations as required by and to ensure compliance
  with all applicable rules, policies, rulings and regulations of the Exchange,
  securities legislation and other legal and regulatory requirements governing
  the conduct and protection of the public markets in Canada. 


As part of this process, the Exchange also collects additional
Personal Information from other sources, including but not limited to,
securities regulatory authorities in Canada or elsewhere, investigative, law
enforcement or self-regulatory organizations, regulations services providers and
each of their subsidiaries, affiliates, regulators and authorized agents, to
ensure that the purposes set out above can be accomplished.

The Personal Information the Exchange collects may also be
disclosed: 

	(a) 	
      to the agencies and organizations in the preceding
      paragraph, or as otherwise permitted or required by law, and they may use
      it in their own investigations for the purposes described above;
  and

	 	 
	(b) 	
      on the Exchange’s website or through printed materials
      published by or pursuant to the directions of the
  Exchange.



The Exchange may from time to time use third parties to process
information and/or provide other administrative services. In this regard, the
Exchange may share the information with such third party service providers.