Filed by Automated Filing Services Inc. (604) 609-0244 - Kirkland Lake Gold Inc. - Exhibit 4(a).15






 LOAN AGREEMENT 


THIS AGREEMENT dated as of the 10th day of June, 2003



BETWEEN:



  
    
       KIRKLAND LAKE GOLD INC., 

        Suite 300, 570 Granville Street, 

        Vancouver, British Columbia, Canada 

       (hereinafter called the “Borrower”) 

    

  



 OF THE FIRST PART  


AND: 



  
    
       CBG COMPAGNIE BANCAIRE GENÈVE 

        Case Postale 5022 

        CH-1211 Genève 11 

        Switzerland 

      (hereinafter called the “Lender”) 

    

  



 OF THE SECOND PART 


WHEREAS:


 A.             The
  Borrower has requested that the Lender make a loan to the Borrower in the principal
  amount of $1,000,000 (the “Principal Sum”); 

 B.             The
  Lender has agreed to loan funds to the Borrower on the terms and conditions
  hereinafter set forth. 

 NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration
  of the sum of $1.00 paid by each party to the other (the receipt of which is
  hereby acknowledged) the parties hereto mutually covenant and agree as follows:


 1.             
  INTERPRETATION 

 1.1.           
  Definitions. Where used herein or in any amendment hereto each of the
  following words and phrases shall have the meanings set forth as follows: 

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	 	(a)	“Agreement”
        means this Loan Agreement including the Schedules hereto together with
        any amendments hereof.

	 	 	 
	 	(b)	“Bonus Shares”
        has that meaning ascribed to it in paragraph 2.1.

	 	 	 
	 	(c)	“Capital Lease Obligations”
        means the obligations of the Borrower to pay rent or other amounts
        under a lease which is classified and accounted for as a capital lease
        on a balance sheet of the Borrower under generally accepted accounting
        principles and, for purposes of this Agreement, the amount of such obligations
        shall be its capitalized amount, determined in accordance with generally
        accepted accounting principles.

	 	 	 
	 	(d)	“Change of Control”
        shall be deemed to have occurred with respect to the Borrower if

	 	 	 	 
	 	 	(i)
	a person, company or combination of
        persons or companies acquires ownership or control or direction over a
        sufficient number of voting securities of the Borrower to be able to affect
        materially the control of the Borrower, where such person, company or
        combination of persons or companies (A) did not, on the Closing Date,
        hold or have control or direction over, a sufficient number of voting
        securities of the Borrower to affect materially the control of the Borrower,
        or (B) was not, on the Closing Date, a director, officer or greater than
        10% shareholder of the Borrower. For the purposes hereof, any person,
        company or combination of persons or companies holding or exercising control
        or direction over more than 20% of the outstanding voting securities of
        the Borrower shall be deemed, in the absence of evidence to the contrary,
        to be able to affect materially the control of the Borrower,

	 	 	 	 
	 	 	(ii)
	both of D. Harry W. Dobson and Brian
        A. Hinchcliffe cease for any reason to be senior officers or members of
        the Board of Directors of the Company or if they, together with any directors
        whose appointment or nomination for election by the Borrower’s shareholders
        was proposed by either of them, cease for any reason to constitute a majority
        of the members of the Board of Directors of the Borrower then in office,
        or

	 	 	 	 
	 	 	(iii)
	any sale, lease, exchange or other transfer
        (in one transaction or a series of related transactions) of all or substantially
        all of the Borrower’s property and assets.

	 	 	 
	 	(e)	“Closing Date”
        means the second business day following the day upon which the Exchange’s
        approval to this Agreement has been obtained by the Borrower.

	 	 	 
	 	(f)	“Converted Interest”
        has that meaning ascribed to it in paragraph 2.3.

	 	 	 
	 	(g)	“Converted Principal”
        has that meaning ascribed to it in paragraph 2.3.




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	 	(h)	“Event of Default”
        means any event set forth in paragraph 5.1.

	 	 	 
	 	(i)	“Exchange”
        means the Toronto Stock Exchange.

	 	 	 
	 	(j)	“Exchange’s
        Resale Policy” means the Exchange’s policy imposing a four
        month restricted resale period on all Shares issued from treasury.

	 	 	 
	 	(k)	“Imputed Interest”
        has that meaning ascribed to it in paragraph 2.3.

	 	 	 
	 	(l)	“Indebtedness”
        means (without duplication), with respect to the Borrower or its subsidiaries
        at any time, whether recourse is to all or a portion of the assets of
        the Borrower and whether or not contingent

	 	 	 	 
	 	 	(i)
	every obligation for money borrowed,

	 	 	 	 
	 	 	(ii)
	every obligation evidenced by bonds,
        debentures, notes or other similar instruments, including obligations
        incurred in connection with the acquisition of property, assets or businesses,

	 	 	 	 
	 	 	(iii)
	every reimbursement obligation with
        respect to letters of credit, bankers’ acceptances or similar instruments,

	 	 	 	 
	 	 	(iv)
	every obligation issued or assumed as
        the deferred purchase price of property or services (but excluding trade
        accounts payable or expenses accrued in the ordinary course of business),

	 	 	 	 
	 	 	(v)
	every Capital Lease Obligation,

	 	 	 	 
	 	 	(vi)
	the amount determined pursuant to the
        terms of each interest rate and currency exchange agreement or other agreement
        relating to the hedging of interest rate or currency exchange rate risks
        that would be payable by the Borrower or its subsidiaries if such agreement
        were terminated at such time,

	 	 	 	 
	 	 	(vii)
	the maximum amount of every obligation
        of the type referred to in subparagraphs (i) to (vi) that may be available
        to the Borrower or its subsidiaries pursuant to any agreement, whether
        or not the conditions precedent to availability under such agreement have
        been met, and

        (viii) every obligation of the type referred to in subparagraphs (i) through
        (vii) of another person the payment of which, in each case, the Borrower
        or its subsidiaries have guaranteed or are responsible or liable for,
        directly or indirectly, as obligor, guarantor or otherwise.




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	 	(m)	“Lien”
        means any encumbrance, lien, mortgage, charge, hypothec, pledge or security
        interest of any nature whatsoever except any of the following:

	 	 	 	 
	 	 	(i)
	inchoate or statutory liens for taxes
        not at the time overdue;

	 	 	 	 
	 	 	(ii)
	inchoate or statutory liens for overdue
        taxes or utilities, the validity of which is being contested in good faith
        but only for so long as such contestation effectively postpones enforcement
        of any such liens or taxes;

	 	 	 	 
	 	 	(iii)
	security given to any public utility,
        governmental authority or supplier when required in the ordinary course
        of business;

	 	 	 	 
	 	 	(iv)
	any reservations or exceptions contained
        in the original grants of land and the terms of any lease in respect of
        any real property;

	 	 	 	 
	 	 	(v)
	minor discrepancies in the legal description
        of real property which would be disclosed in an up-to-date survey and
        any registered easements and registered restrictions or covenants that
        run with the land, in either case which do not materially detract from
        the value of, or affect the right to transfer, the real property or materially
        impair the use of the real property as it has been used by the Borrower;

	 	 	 	 
	 	 	(vi)
	rights of way for or reservations or
        rights of others for, sewers, water lines, gas lines, electric lines,
        telegraph and telephone lines, and other similar utilities, or zoning
        by-laws, ordinances or other restrictions as to the use of real property,
        which do not in the aggregate materially detract from the value of or
        affect the right to transfer the real property or impair their use as
        it has been used by the Borrower; and

	 	 	 	 
	 	 	(vii)
	any royalty affecting title to real
        property or any mineral production therefrom.

	 	 	 
	 	(n)	“Loan”
        means the loan of the Principal Sum to be made by the Lender to the Borrower
        in accordance with this Agreement.

	 	 	 
	 	(o)	“Maturity Date”
        means the First Maturity Date or, if the Borrower so elects and the Lender
        does not refuse, the Second Maturity Date, and

	 	 	 	 
	 	 	(i)
	“First Maturity Date”
        means the 18th month anniversary of the Closing Date, and

	 	 	 	 
	 	 	(ii)
	“Second Maturity Date”
        means the 36th month anniversary of the Closing Date.




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	 	(p)	“Principal Sum” means
        the sum of money, in Canadian dollars, set out in recital A of this Agreement.

	 	 	 
	 	(q)	“Promissory Note” means
        the promissory note to be issued to the Lender in the form attached hereto
        as Schedule “A”.

	 	 	 
	 	(r)	“Resale Instrument”
        means Multilateral Instrument 45-102 Resale of Securities of the
        Canadian Securities Administrators.

	 	 	 
	 	(s)	“Share” means a common
        share in the capital of the Borrower.



 1.2.           
  Number and Gender. Wherever the singular or the masculine are used herein
  the same shall be deemed to include the plural or the feminine or the body politic
  or corporate where the context or the parties so require. 

 1.3.           
  Headings. The headings to the articles, paragraphs, subparagraphs or
  clauses of this Agreement are inserted for convenience only and shall not affect
  the construction hereof. 

 1.4.           
  References. Unless otherwise stated a reference herein to a numbered
  or lettered article, paragraph, subparagraph or clause refers to the article,
  paragraph, subparagraph or clause bearing that number or letter in this Agreement.
  A reference to this Agreement or herein means this Loan Agreement, including
  the Schedules hereto, together with any amendments thereof. 

 1.5.           
  Currency. All dollar amounts expressed herein refer to lawful currency
  of Canada. 

 2.           
    TERMS OF THE LOAN 

 2.1.           
  Loan. The Lender hereby agrees to lend to the Borrower the Principal
  Sum and in consideration thereof the Borrower agrees to issue to the Lender,
  as a bonus, that number of Shares equal to 0.075 times the Principal Sum (the
  “Bonus Shares”). 

 2.2.           
  Interest. Before and after the Maturity Date and before and after judgment,
  the Borrower shall pay interest at a rate of 10% per year on the amount of the
  Principal Sum remaining unpaid. Payments of interest shall be made on the First
  Maturity Date with the balance, if any, on the Second Maturity Date. Interest
  at such rate shall accrue daily and be calculated on the basis of the actual
  number of days elapsed in a year of 365 days or 366 days, as the case may be.
  The Borrower shall pay interest at the aforesaid rate on all overdue interest.


 2.3.           
  Conversion to Equity. At any time prior to the Maturity Date, the Lender
  shall have the right to convert into Shares all or any part of: 

	 	(a)	the Principal Sum at the rate of $4.00
        per Share, and

	 	 	 
	 	(b)	the accrued but unpaid interest on such
        portion of the Principal Sum plus, if such conversion is being effected
        prior to the First Maturity Date, the amount of interest




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	 	 	which would have accrued on such portion of the Principal
        Sum for the balance of the period up to the First Maturity Date (“Imputed
        Interest”) at that rate equal to the greater of $4.00 per Share
        or the minimum issue price permitted by the Exchange. 



 The Lender may exercise the right of conversion hereby granted
  by delivering notice to the Borrower in the form attached hereto as Schedule
  “B” stipulating the amount of the Principal Sum being converted (“Converted
  Principal”), the accrued but unpaid interest thereon, including the
  amount of Imputed Interest, and the amount of such interest being converted
  (“Converted Interest”). Upon receipt of such notice, the Borrower
  shall take all necessary action to cause: 

	 	(a)	certificates representing the appropriate
        number of Shares to be issued and delivered to the Lender in satisfaction
        of the Converted Principal and Converted Interest; and

	 	 	 
	 	(b)	payment to be made to the Lender of
        the balance of accrued but unpaid interest, including Imputed Interest
        but excluding the Converted Interest, on the Converted Principal.

	 	 	 
	2.4.           Alteration
      of Share Capital. In the event of:
	 	 	 
	 	(a)
 	any subdivision, consolidation or reclassification
        of the Shares;

	 	 	 
	 	(b)	any reorganization of the share capital
        of the Borrower affecting in any manner the Shares;

	 	 	 
	 	(c)	the amalgamation of the Borrower with
        any other company or companies; or

	 	 	 
	 	(d)	the declaration of a stock dividend
        or other distribution of the assets of the Borrower to the shareholders
        of the Borrower, other than a stock dividend of up to but not in excess
        of 5% of the number of outstanding common shares of the Borrower,



 then the number of Shares which may be but are not yet issued
  pursuant to the exercise of the Lender’s right of conversion at the time
  when such event occurs shall be adjusted, if required, so that the Lender will
  be in no less favourable position than if the Lender had received, prior to
  the date of such event, the Shares it would otherwise be entitled to receive
  upon exercise of its rights of conversion. 

 2.5.           Repayment.
  The Principal Sum shall be repaid, and accrued but unpaid interest thereon shall
  be paid, by the Borrower on the Maturity Date. The Borrower may repay all or
  any portion of the Loan any time prior to the Maturity Date but must give the
  Lender notice of its intention to do so at least 20 days before the date of
  such prepayment during which time the Lender may exercise its right of conversion
  in accordance with the terms hereof. If the Borrower repays all or any portion
  of the Loan prior to the:

	 	(a) 	First Maturity Date, the Borrower shall 


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	 	 	(i)
	pay to the Lender, subject to the Lender’s
        right of conversion thereof, that amount of interest which would have
        accrued on the outstanding portion of the Principal Sum to the First Maturity
        Date, and

	 	 	 	 
	 	 	(ii)
	issue to the Lender, 287,500 non-transferable
        share purchase warrants for each $1,000,000 of Principal Sum repaid and
        interest paid under (i) which warrants shall entitle the Lender to purchase
        one Share at a price of $4.00 per Share until the First Maturity Date;
        and

	 	 	 
	 	(b)	Second Maturity Date, after
        electing to extend the Maturity Date from the First Maturity Date to the
        Second Maturity Date in accordance with section 2.6, the Borrower shall

	 	 	 	 
	 	 	(i)
	pay to the Lender, subject to the Lender’s
        right of conversion thereof, that amount of interest which would have
        accrued on the outstanding portion of the Principal Sum to the Second
        Maturity Date, and

	 	 	 	 
	 	 	(ii)
	issue to the Lender, 287,500 non-transferable
        share purchase warrants for each $1,000,000 of Principal Sum repaid and
        interest paid under (i) which warrants shall entitle the Lender to purchase
        one Share at a price of $4.00 per Share until the Second Maturity Date.



 2.6.           Extension
  of Maturity Date. If the Borrower is not in default of the terms of this
  Agreement it may elect to extend the Maturity Date from the First Maturity Date
  to the Second Maturity Date by giving notice thereof to the Lender, at least
  20 days before the First Maturity Date. Upon receipt of the notice from the
  Borrower, the Lender, in its sole and absolute discretion, may refuse to extend
  the Maturity Date by giving to the Borrower a notice of refusal within 10 days
  of receipt of the notice from the Borrower. If the Lender does not give the
  Borrower a notice of refusal to extend the Maturity Date, the Borrower shall
  issue and deliver, as a bonus, to the Lender prior to the First Maturity Date,
  that number of Shares equal to 0.075 times the unpaid portion of the Principal
  Sum. For example, should the Principal Sum be equal to $2,000,000 then 150,000
  Shares shall be delivered to the Borrower. 

 2.7.           Restrictions
  on Resale. Any Shares issued pursuant to this Agreement: 

	 	(a)	on the Closing Date or subsequently
        pursuant to the Lender’s exercise of the right of conversion will
        be subject to a restricted resale period under the Resale Instrument and
        the Exchange’s Resale Policy of four months from the Closing Date;
        or

	 	 	 
	 	(b)	upon the exercise of warrants issued
        upon the early repayment of the Principal Sum pursuant to section 2.5
        or in connection with the extension of the Maturity Date under section
        2.6 will be subject to a restricted resale period under the Exchange’s
        Resale Policy of four months and under the Resale Instrument of four months,
        if the Borrower has filed a “current AIF” (as defined in the
        Resale Instrument), or 12




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	 	 	months, if the Borrower has not filed a “current AIF”, from
      the date of issuance of such Shares, 


 and thereafter may be subject to notice or other requirements
  under the Resale Instrument and other applicable securities legislation upon
  disposition. The Lender acknowledges that legends will be placed upon the certificates
  representing such Shares to the effect that the Shares are subject to such hold
  periods and may not be traded until expiry thereof except as permitted under
  the Resale Instrument, the Exchange’s Resale Policy and any other applicable
  securities legislation. The Borrower shall be under no obligation to file a
  prospectus or other document qualifying the resale of the Shares or do any other
  act which would have the effect of reducing or eliminating such restricted resale
  periods. 

 3.              REPRESENTATIONS
  AND WARRANTIES 

 3.1.           Representations.
  The Borrower represents and warrants to the Lender, and acknowledges that the
  Lender is relying upon such representations and warranties in entering into
  this Agreement, as follows: 

	 	(a)	the Borrower has the capacity to enter
        into this Agreement, and the execution of this Agreement and the completion
        of the transactions contemplated hereby shall not be in violation of the
        articles or by-laws of the Borrower or any agreement to which the Borrower
        is a party;

	 	 	 
	 	(b)	this Agreement and the Promissory Note
        have been duly authorized and executed by the Borrower and are enforceable
        against the Borrower in accordance with their terms;

	 	 	 
	 	(c)	the Borrower has allotted and reserved
        sufficient Shares to satisfy its obligations hereunder; and

	 	 	 
	 	(d)	the Borrower does not have any subsidiaries.



 3.2.           Survival.
  All representations and warranties made hereunder shall survive the delivery
  of the Promissory Note and certificates representing the Shares to the Lender
  and shall continue in full force and effect for the benefit of the Lender. 

 4.            
  CLOSING ARRANGEMENTS 

 4.1.           Conditions
  Precedent. The Lender’s obligation to advance the Principal Sum to
  the Borrower shall be subject to the satisfaction of the following conditions:



  	 	(a)	the approval of the Exchange and all securities
          regulatory authorities having jurisdiction to this Agreement shall have
          been obtained by the Borrower;






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	 	(b)	the representations and warranties of
        the Borrower shall be true as of the date hereof and as of the Closing
        Date; and

	 	 	 
	 	(c)	the Borrower shall have complied with
        all of its obligations hereunder.



 The foregoing conditions precedent are inserted for the benefit
  of the Lender and may be waived in whole or in part by the Lender at any time
  prior to closing by delivering to the Borrower written notice to that effect.


 4.2.           
  Time of Closing. The closing of the Loan shall take place at 10:00 a.m.
  (Vancouver time) on the Closing Date. 

 4.3.           Deliveries
  by the Lender. On the Closing Date the Lender shall deliver or cause to
  be delivered to the Borrower: 

	 	(a)	a certified cheque, bank draft, solicitors’
        trust cheque or wire transfer for the Principal Sum payable to the Borrower
        or the Borrower’s direction; and

	 	 	 
	 	(b)	a duly completed Private Placement Undertaking
        and Questionnaire in the form required by the Exchange.



 4.4.           Deliveries
  by the Borrower. On the Closing Date the Borrower shall deliver to the Lender:


	 	(a)	the Promissory Note, duly executed; and
	 	 	 
	 	(b)	certificate(s) evidencing the Bonus Shares duly registered
      in the name of, or as directed by, the Lender.


 5.            
  COVENANTS 

 5.1.           No
  Additional Indebtedness or Liens. The Borrower shall not, and it shall cause
  any majority owned subsidiaries to not, without the prior consent of the Lender,
  which may be withheld in its discretion, authorize, incur or suffer to exist
  any: 

	 	(a)	Indebtedness which is senior to the
        Loan, other than Indebtedness arising from or in connection with Liens
        or incurred prior to the date of this Agreement; and

	 	 	 
	 	(b)	Liens on any of its assets or assets
        of any majority owned subsidiaries which assets are owned now or hereinafter
        acquired.



 5.2.           No
  Subsidiaries to be Created or Acquired. The Borrower shall not create or
  acquire any subsidiary after the Closing Date but if a subsidiary is created
  or acquired each 


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 subsidiary must execute a guarantee, reasonably satisfactory
  in form and substance to the Lender, pursuant to which the subsidiary will become
  a guarantor to this Agreement. 

 5.3.           Notice
  to Lender if a Change of Control. Within 30 days following any Change of
  Control, the Borrower shall send a notice to the Lender informing the Lender
  of such Change of Control and making an offer to the Lender to repay the Principal
  Sum and that amount of interest which would have accrued to the Maturity Date.
  The Lender may accept such offer by giving a notice to the Borrower, within
  30 days following receipt of the notice from the Borrower. Within 10 days following
  receipt of the notice from the Lender, the Borrower shall repay the Principal
  Sum and that amount of interest which would have accrued to the Maturity Date.


 6.            
  EVENTS OF DEFAULT AND REMEDIES 

 6.1.           Events
  of Default. Any one or more of the following events, whether or not any
  such event shall be voluntary or involuntary or be effected by operation of
  law or pursuant to or in compliance with any judgment, decree or order of any
  court or any order, rule or regulation of any administrative or governmental
  body, shall constitute an Event of Default: 

	 	(a)	if the Borrower defaults in the payment
        of any monies due hereunder as and when the same is due;

	 	 	 
	 	(b)	if the Borrower defaults in the observance
        or performance of any other provision hereof;

	 	 	 
	 	(c)	if an order is made or a resolution
        is passed or a petition is filed for the liquidation or winding-up of
        the Borrower;

	 	 	 
	 	(d)	if the Borrower commits an act of bankruptcy
        or makes a general assignment for the benefit of its creditors or otherwise
        acknowledges its insolvency;

	 	 	 
	 	(e)	if the Borrower ceases or demonstrates
        an intention to cease to carry on its business;

	 	 	 
	 	(f)	if a receiver or receiver-manager or
        receiver and manager is appointed for any of the Borrower’s business;
        or

	 	 	 
	 	(g)	if a default occurs under any bond,
        debenture, note or other similar instrument under which there may be issued
        or by which there may be secured or evidenced any Indebtedness or Indebtedness
        the payment of which is guaranteed by the Borrower or any of its subsidiaries,
        whether such Indebtedness or guarantee now exits, or is created after
        the date of this Agreement, which default constitutes a failure to pay
        any portion of the principal of or premium, if any, or interest on such
        Indebtedness when due and




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	 	 	payable after the expiration of any applicable grace period provided in
      such Indebtedness on the date of such default. 


 6.2.           Remedies
  Upon Default. Upon the occurrence of any Event of Default and at any time
  thereafter the Lender, in its discretion, may declare this Agreement to be in
  default by notice to the Borrower whereupon the Borrower shall have five business
  days in which to rectify such Event of Default. At any time thereafter, provided
  the Borrower shall not have remedied such Event of Default, the Lender, in its
  discretion, may: 

	 	(a)	declare the Loan and other monies owing
        by the Borrower to the Lender to be immediately due and payable; and

	 	 	 
	 	(b)	demand payment from the Borrower and
        exercise any or all of their remedies under this Agreement.



 6.3.           
  Remedies Non-Exclusive. No remedy conferred on the Lender hereby is intended
  to be exclusive. Each and every remedy shall be cumulative and shall be in addition
  to every other remedy given hereunder or now or hereafter existing at law or
  in equity or by statute or otherwise. The exercise or commencement of exercise
  by the Lender of any one or more of such remedies shall not preclude the simultaneous
  or later exercise by the Lender of any or all other such remedies. 

 6.4.           Waiver.
  The Lender may waive any breach by the Borrower of this Agreement or of any
  default by the Borrower in the observance or performance of any covenant or
  condition required to be observed or performed by the Borrower hereunder. No
  failure or delay on the part of the Lender to exercise any right, power or remedy
  given herein or by statute or at law or in equity or otherwise shall operate
  as a waiver thereof, nor shall any single or partial exercise of any right preclude
  any other exercise thereof or the exercise of any other right, power or remedy,
  nor shall any waiver by the Lender be deemed to be a waiver of any subsequent
  similar or other event. 

 7.             MISCELLANEOUS


 7.1.           Effective
  Time. This Agreement shall only be effective upon the execution of similar
  loan agreements with the Borrower for loans in the principal amounts identified
  in Schedule “C” attached hereto, and shall automatically terminate
  if such loan agreements are not executed by the Borrower and the parties identified
  in Schedule “C” attached hereto by July 15, 2003. 

 7.2.           Notices.
  Any notice required or permitted to be given under this Agreement shall be in
  writing and may be given by delivery, mail or telecopier to the following addresses:


	 	Borrower:	Kirkland Lake Gold Inc.
	 	 	Suite 300
	 	 	570 Granville Street
	 	 	Vancouver, British Columbia



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	   	 	V6C 3P1
	 	 	 
	 	 	Attention: President
	 	 	Telecopier No. (604) 681-4692
	 	 	 
	 	Lender:	CBG Compagnie Bancaire Genève
	 	 	Avenue de Rumine 20
	 	 	CH-1005 Lausanne
	 	 	Switzerland
	 	 	 
	 	 	Attention: Blaise Freidli
	 	 	Telecopier No.: (41) 21 343-1375


 Any notice so given shall: 

	 	(a)	if delivered, be deemed to have been
        given at the time of delivery;

	 	 	 
	 	(b)	if mailed, be deemed to have been given
        on the tenth business day after and excluding the day on which it was
        so mailed, but should there be, at the time of mailing or between the
        time of mailing and the deemed receipt of the notice, a mail strike, slowdown
        or other labour dispute which might affect the delivery of such notice
        by the mails, then such notice shall be only effective if actually delivered;
        and

	 	 	 
	 	(c)	if telecopied, be deemed to have been
        given or made on the first business day following the day on which it
        was sent.



 Any party may give written notice of a change of address in
  the aforesaid manner, in which event such notice shall thereafter be given to
  such party as above provided at such changed address. 

 7.3.           Amendments.
  Neither this Agreement nor any provision hereof may be amended, waived, discharged
  or terminated orally, but only by an instrument in writing signed by the party
  against whom enforcement of the amendment, waiver, discharge or termination
  is sought. 

 7.4.           Entire
  Agreement. This Agreement embodies the entire agreement and understanding
  between the parties hereto and supersedes all prior agreements and undertakings,
  whether oral or written, pertaining to the subject matter hereof. 

 7.5.           Action
  on Business Day. If the date upon which any act or payment hereunder is
  required to be done or made falls on a day which is not a business day, then
  such act or payment shall be performed or made on the first business day next
  following. 


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 7.6.           No
  Merger of Judgment. The taking of a judgment on any covenant contained herein
  or on any covenant set forth in any other security for payment of any indebtedness
  hereunder or performance of the obligations hereby secured shall not operate
  as a merger of any such covenant or affect the Lender’s right to interest
  at the rate and times provided in this Agreement on any money owing to the Lender
  under any covenant herein or therein set forth and such judgment shall provide
  that interest thereon shall be calculated at the same rate and in the same manner
  as herein provided until such judgment is fully paid and satisfied. 

 7.7.           Severability.
  If any one or more of the provisions of this Agreement should be invalid, illegal
  or unenforceable in any respect in any jurisdiction, the validity, legality
  or enforceability of such provision shall not in any way be affected or impaired
  thereby in any other jurisdiction and the validity, legality and enforceability
  of the remaining provisions contained herein shall not in any way be affected
  or impaired thereby. 

 7.8.           Legal
  Fees. Notwithstanding anything in this Agreement to the contrary, each party
  shall be responsible for the payment of its own legal fees, and the Borrower
  shall be solely responsible for the payment of all fees relating to the obtaining
  of all required securities regulatory approvals. 

 7.9.           Successors
  and Assigns. This Agreement shall enure to the benefit of and be binding
  upon all parties hereto and their respective heirs, personal representatives,
  successors and assigns, as the case may be. 

 7.10.         Governing
  Law. This Agreement shall be governed by and be construed in accordance
  with the laws of the Province of British Columbia and the parties hereto agree
  to submit to the exclusive jurisdiction of the courts of British Columbia with
  respect to any legal proceedings arising from this Agreement. 

 7.11.         Counterparts
  & Delivery. This Agreement may be executed in counterparts, each of
  which shall constitute an original and all of which together shall constitute
  one and the same agreement. This Agreement may be delivered by telecopier. 

 7.12.         Time.
  Time is of the essence of this Agreement. 

 IN WITNESS WHEREOF the parties hereto have caused this Agreement
  to be duly executed and delivered as of the day and year first written above.


	KIRKLAND LAKE GOLD INC.	CBG COMPAGNIE BANCAIRE GENÈVE
	 	 
	Per:	Per:
	 	 
	_______________________________	_______________________________
	Signature	Signature



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	__________________	__________________	__________________	__________________
	Name	Position	Name	Position





 Draft No. 10 - Execution Copy 

  June 27, 2003 






SCHEDULE “A” 


 PROMISSORY NOTE 

             FOR
  VALUE RECEIVED, Kirkland Lake Gold Inc. (the “Borrower”) hereby
  promises to pay to CBG Compagnie Bancaire Genève (the “Lender”)
  at Avenue de Rumine 20, CH-1005 Lausanne, Switzerland or at such other place
  as the Lender or the holder hereof may designate, from time to time, in writing,
  by draft of, or certified cheque drawn on a Canadian chartered bank or trust
  company authorized to carry on and carrying on business in Canada, the sum of
  $1,000,000 (the “Principal Sum”) in lawful money of Canada, with interest
  thereon at the rate of 10% per year calculated and payable annually, on the
  anniversary hereof, not in advance, both before and after demand, maturity,
  default and judgment. Interest at such rate shall accrue daily and be calculated
  on the basis of the actual number of days elapsed in a year of 365 days or 366
  days, as the case may be. The Borrower shall pay interest at the aforesaid rate
  on all overdue interest. 

             The
  Principal Sum together with accrued but unpaid interest thereon shall be repaid
  on or before •, 2004, [ 18 months after Closing Date ] subject to
  extension to •, 2006, [ 36 months after Closing Date ] and may be
  converted into common shares of the Borrower in accordance with the terms of
  that Loan Agreement dated as of June 10, 2003 between the Borrower and the Lender.


             The
  Borrower waives presentment, demand, notice, protest, notice of protest and
  notice of dishonour and all other demands and notices in connection with the
  delivery, acceptance, performance, default or enforcement of this Promissory
  Note. 

             This
  Promissory Note shall be governed by and interpreted and enforced in accordance
  with the laws of the Province of British Columbia and the federal laws of Canada
  applicable therein. 

              IN
  WITNESS WHEREOF the Borrower has caused its corporate seal to be affixed
  hereunto duly attested to by the hands of its authorized signing officers in
  that behalf at Vancouver, British Columbia this • day of August, 2003.


	   	KIRKLAND LAKE GOLD INC.	 
	 	 	 
	 	Per: ____________________________________	C/S
	 	 	 
	 	Per: ____________________________________	 



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  June 27, 2003 






SCHEDULE “B” 


 NOTICE OF CONVERSION 

	TO:	KIRKLAND LAKE GOLD INC. (the “Borrower”)
	 	Suite 300, 570 Granville Street
	 	Vancouver, British Columbia, V6C 3P1


 The undersigned hereby exercises its right to acquire convert
  principal of $ ________________ at the rate of $4.00 per share and accrued but
  unpaid interest thereon of $ ________________ (of the total accrued but unpaid
  interest, including Imputed Interest, of $ ________________ ) at that rate equal
  to the greater of $4.00 per share or such higher rate as may be required by
  the Toronto Stock Exchange into common shares and to receive payment by cheque
  for the balance of the accrued but unpaid interest of $ ________________ in
  accordance with the terms of that Loan Agreement with the Borrower dated as
  of June 10, 2003. 

 The certificates for the common shares are to be issued as follows: 

	   	NAME:	 
	 	 	(please print)
	 	 	 
	 	ADDRESS:	 


              Note:
  If further certificates required, please attach (and initial) schedule giving
  these particulars. 

 DATED this ____day of ________________________, _________.  

	______________________________	______________________________
	Signature Guaranteed	Signature of Lender
	(see Instruction no. 2)	 
	 	______________________________
	 	Name (please print)


Instructions

	1. 	The Lender may exercise its right to convert principal
        and interest into common shares by completing this Notice of Conversion
        and delivering it to the Corporation. Certificates for such shares and
        a cheque for the remaining accrued interest, if any, will be made available
        for pick-up or mailed by registered mail forthwith after the exercise
        of such right of conversion. 

	 	 
	2.	If this Notice of Conversion indicates that shares
        are to be issued to a person or persons other than the Lender, the signature
        of the Lender on this Notice must be guaranteed by an authorized officer
        of a chartered bank, trust company or an investment dealer who is a member
        of a recognized stock exchange or Medallion Guaranteed. 

	 	 
	3. 	If this Notice of Conversion is signed by a trustee,
        executor, administrator, curator, guardian, attorney, officer of a corporation
        or any person acting in a judiciary or representative capacity, it must
        be accompanied by evidence of authority to sign satisfactory to the Borrower.



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SCHEDULE “C”


 LIST OF ALL LENDERS PROVIDING FINANCING 

	Name & Address

      of Lender	Principal

      Amount
	RAB Special Situations L.P.

      30 Old Rudnick Lane

      Dover, Delaware

      USA 19901	$      581,250
	RAB Europe Fund Ltd.

      Walker House, Mary Street

      George Town, Grand Cayman

      Cayman Islands	2,506,250
	RAB European High Yield Fund Ltd.

      Walker House, Mary Street

      George Town, Grand Cayman

      Cayman Islands	600,000
	W. Philip S. Richards

      Fairseat House, Fairseat

      Kent TN15 7LU

      England	1,000,000
	Middlemarch Partners Limited

      94, Mount Street

      London W1K 2SZ

      England
 	1,500,000
	CBG Compagnie Bancaire Genève

      Avenue de Rumine 20

      CH-1005 Lausanne

      Switzerland	1,000,000
	TOTAL	$  7,187,500



 Draft No. 10 - Execution Copy 

  June 27, 2003