---

BC, AB and ONT

KIRKLAND LAKE GOLD INC.

SUBSCRIPTION AGREEMENT FOR FLOW-THROUGH
SHARES(Residents of Alberta, British Columbia and Ontario)

IMPORTANTThe
          following items in this Subscription Agreement have been completed (please
          initial each applicable box):All PurchasersThe
          sections headed Subscribers Details and Terms
          and Conditions of Subscription for Flow- Through Shares of Kirkland
          Lake Gold Inc. on pages 2 and 4 respectively of this Subscription
          AgreementThe
          Toronto Stock Exchange Private Placement Questionnaire and Undertaking
          attached as Exhibit 3 (pages 31 and 33 respectively).Purchasers in British Columbia and AlbertaAccredited
          investors only - Exhibit 1 and Appendix A thereto,
          page 19 indicating which category is applicablePurchasers in OntarioExhibit
          2 and Appendix A thereto, page 26 indicating which category
          is applicable


A completed and originally executed
copy of this Subscription Agreement, including the items required to be
completed as set out above, must be delivered by no later than 5:00 p.m.
(Toronto time) on 17 December 2004 to Canaccord Capital Corporation at Suite
1210, 320 Bay Street, Toronto, Ontario M5H 4A6, Attention: Naglaa Pacheco (Tel:
416-869-7708, Facsimile: 416-869-7706).

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2

SUBSCRIPTION FOR "FLOW-THROUGH" COMMON SHARES

|TO:     | KIRKLAND LAKE GOLD INC. (the
      "Corporation") 
|------- | --------------------------------------------------
|AND TO: | CANACCORD CAPITAL CORPORATION. (the
      "Agent")

The undersigned (hereinafter referred to as the
"Subscriber") hereby irrevocably subscribes for and agrees to purchase
the number of common shares of the Corporation to be issued on a "flow-through"
basis (the "Flow-Through Shares") for the aggregate subscription price
set out below (the "Subscription Price"), representing a subscription
price of Cdn.$6.00 per Flow-Through Share, upon and subject to the terms and
conditions set out in "Terms and Conditions of Subscription for Flow-Through
Shares of Kirkland Lake Gold Inc." attached hereto and forming a part hereof
(the "Subscription Agreement"). In addition to this face page, the
Subscriber must complete Exhibit 3 and all other applicable exhibits (Exhibit
1or 2) attached hereto.

Subscribers Details:

|                                                                       |  |                                                
|---------------------------------------------------------------------- |  | -----------------------------------------------
|_______________________________________________                        |  | **Number of Flow-Through
      Shares:**       
|(Name of Subscriber - please print)                                    |  |                                                
|                                                                       |  |                                                
|By: ____________________________________________                       |  |                                                
|(Authorized Signature)                                                 |  | Aggregate Subscription Price:                  
|_______________________________________________                        |  |                                                
|(Official Capacity or Title  please print)                            |  |                                                
|                                                                       |  | If the Subscriber is signing as agent for a    
|_______________________________________________                        |  | principal and is not a trust company or a      
|(Please print name of individual whose                                 |  | portfolio manager, in either case,             
|signature appears above if different than the                          |  | purchasing as trustee or agent for accounts    
|name of the subscriber printed above.)                                 |  | fully managed by it, complete the following:   
|_______________________________________________                        |  |                                                
|(Subscriber's Address)                                                 |  | _______________________________________________
|_______________________________________________                        |  | (Name of Principal)                            
|(Telephone
      Number)                        
      (Email Address) |  | _______________________________________________
|_______________________________________________                        |  | (Principal's address)                          
|(Social Insurance Number and Federal                                   |  | _______________________________________________
|Corporate Tax Account Number)                                          |  | (Social Insurance Number and Federal           
|                                                                       |  | Corporate Tax Account Number)                  
|                                                                       |  | _______________________________________________
|                                                                       |  | (Number of Common Shares of the                
|                                                                       |  | Corporation currently owned or controlled)     

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3

|Register the Flow-Through Shares as set         |  | Deliver the Flow-Through Shares as
      set   
|----------------------------------------------- |  | -----------------------------------------------
|forth below:                                    |  | forth below:                                   
|                                                |  |                                                
|_______________________________________________ |  | _______________________________________________
|(Name)                                          |  | (Name)                                         
|_______________________________________________ |  | _______________________________________________
|(Account reference, if applicable)              |  | (Account reference, if applicable)             
|_______________________________________________ |  | _______________________________________________
|(Address)                                       |  | (Contact Name)                                 
|_______________________________________________ |  | _______________________________________________
|                                                |  | (Address)                                      
|                                                |  |                                                

ACCEPTANCE:      The
Corporation hereby accepts the subscription as set forth above on the terms and
conditions contained in this Subscription Agreement and the Corporation
represents and warrants to the Subscriber that the representations and
warranties made by the Corporation to the Agent in the Agency Agreement (as
defined herein) are true and correct in all material respects as of the Closing
Date (as defined herein) (save and except as waived by the Agent) and that the
Subscriber is entitled to rely thereon and on the terms, conditions and
covenants contained in the Agency Agreement as if the Subscriber were a party
thereto.

December _____, 2004

|KIRKLAND LAKE GOLD INC.                             | Subscription
|--------------------------------------------------- | ------------
|                                                    | No:         
|By: _______________________________________________ |             

This is the first page of an agreement comprised of 17
pages (not including Exhibits 1-3)

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4

TERMS AND CONDITIONS OF SUBSCRIPTION FOR FLOW-THROUGH
SHARES OF KIRKLAND LAKE GOLD INC.

General

1.       The Subscriber
acknowledges (on its own behalf and, if applicable, on behalf of each person on
whose behalf the Subscriber is contracting) that:

|(a) | this subscription is subject to rejection or allotment by
      the Corporation in whole or in part;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(b) | the Flow-Through Shares subscribed for by it hereunder
      form part of a larger issuance and sale by the Corporation of up to
      500,000 Flow-Through Shares of the Corporation at a subscription price of
      Cdn$6.00 per Flow-Through Share to certain parties identified by the
      Corporation for aggregate gross proceeds of Cdn$3,000,000 (the
      "Offering"); and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(c) | this Subscription Agreement and the Exhibits hereto
      require the Subscriber to provide certain personal information to the
      Corporation. Such information is being collected by the Corporation for
      the purposes of completing the Offering, which includes, without
      limitation, determining the Subscriber's eligibility to purchase the
      Flow-Through Shares under applicable securities legislation, preparing and
      registering certificates representing Flow-Through Shares to be issued to
      the Subscriber and completing filings required by any stock exchange or
      securities regulatory authority. The Subscriber's personal information may
      be disclosed by the Corporation to (i) stock exchanges or securities
      regulatory authorities, (ii) the Corporation's registrar and transfer
      agent, and (iii) 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 (on its own behalf and, if applicable, on behalf of each person
      on whose behalf the Subscriber is contracting) is deemed to be consenting
      to (i) the foregoing collection, use and disclosure of the Subscriber's
      personal information, and (ii) the filing of copies or originals of any of
      the Subscriber's documents described in paragraph 7 hereof as may be
      required to be filed with any stock exchange or securities regulatory
      authority in connection with the transactions contemplated hereby. The
      Subscriber represents and warrants that it has the authority to provide
      the consents and acknowledgments set out in this paragraph on behalf of
      all beneficial purchasers.

Representations, Warranties and Covenants by Subscriber

2.       The Subscriber (on its
own behalf and, if applicable, on behalf of each person on whose behalf the
Subscriber is contracting) represents, warrants and covenants to the Corporation
and the Agent (and acknowledges that the Corporation and the Agent, and their
respective counsel, are relying thereon) that:

|(a) | 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 the Proceeds of Crime
      (Money Laundering) Act(Canada) (the "PCMLA") 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
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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5

|    | to the PCMLA. To the best of its knowledge, none of the
      subscription funds to be provided by the Subscriber (i) have been or will
      be derived from or related to any activity that is deemed criminal under
      the laws of Canada, the United States of America, or any other
      jurisdiction, or (ii) are being tendered on behalf of a person or entity
      who has not been identified to the Subscriber. 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; and                                                                                                                                                                                                                                                                                                  
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(b) | it has been independently advised as to restrictions with
      respect to trading in the Flow- Through Shares imposed by applicable
      securities legislation and the policies of the Toronto Stock Exchange,
      confirms that no representation has been made to it by or on behalf of the
      Corporation with respect thereto, acknowledges that it is aware of the
      characteristics of the Flow-Through Shares, the risks relating to an
      investment therein and of the fact that it may not be able to resell the
      Flow-Through Shares except in accordance with limited exemptions under
      applicable securities legislation and regulatory policy until expiry of
      the applicable hold period and compliance with the other requirements of
      applicable law; and it agrees that any certificates representing the Flow-
      Through Shares may bear legends indicating that the resale of such
      securities is restricted; and
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(c) | it is aware that the Corporation is not undertaking to
      file a prospectus, now or in the future, with respect to the sale to the
      Subscriber of the Flow-Through Shares or any resale of the Flow-Through
      Shares by the Subscriber; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(d) | it has not received or been provided with, nor has it
      requested, nor does it have any need to receive, any offering memorandum,
      or any other document (other than an annual report, annual information
      form, interim report, information circular or any other continuous
      disclosure document, the content of which is prescribed by statute or
      regulation) describing the business and affairs of the Corporation which
      has been prepared for delivery to, and review by, prospective purchasers
      in order to assist it in making an investment decision in respect of the
      Flow-Through Shares; and                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(e) | it has not become aware of any advertisement in printed
      media of general and regular paid circulation (or other printed public
      media), radio, television or telecommunications or other form of
      advertisement (including electronic display) with respect to the
      distribution of the Flow-Through Shares; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(f) | unless it is purchasing under subparagraph 2(g), it is
      purchasing the Flow-Through Shares as principal for its own account, not
      for the benefit of any other person, for investment only and not with a
      view to the resale or distribution of all or any of the Flow- Through
      Shares, it is resident in the jurisdiction set out as the "Subscriber's
      Address" on the face page hereof and, unless it is purchasing under
      subparagraph 2(h), it fully complies with the criteria set forth
    below:                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

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6

| |       | not less than $97,000, it pre-existed the offering of the
      Flow-Through Shares and has a bona fide purpose other than investment in
      the Flow-Through Shares or, if created to permit such investment, the
      individual share of the aggregate acquisition cost for each participant is
      not less than $97,000; or                                                                                                                                                                                                                                                                                                                                                  
| | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (iii) | it is resident in British Columbiaand is not an
      individual but is a corporation, partnership, trust, fund, association or
      any other organized group of persons, it will have an aggregate
      acquisition cost of not less than $97,000, it was not created solely, nor
      is it used primarily, to permit a group of persons to purchase securities
      without a prospectus or, if it is such an entity created or used primarily
      for such purpose and is resident in British Columbia, each of the persons
      who form part of the group has contributed at least $97,000 to such entity
      for the purpose of purchasing the Flow-Through Shares; or
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (iv)  | it is resident in Albertaor British Columbiaand it is an "accredited investor", as such term is defined in
      Multilateral Instrument 45-103 entitled "Capital Raising Exemptions"
      promulgated under the Securities Act(Alberta) and the
      Securities Act(British Columbia) and has concurrently executed
      and delivered a Representation Letter in the form attached as Exhibit 1 to
      this Subscription Agreementindicating that the Subscriber fits within
      one of the categories of "accredited investor" set forth in such
      definition; or                                                                                                        
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (v)   | it is resident in Albertaor British Columbiaand is one of the following and has so indicated by initialing the
      applicable paragraph:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

| | _______ | (I)   | a "director", "senior officer" or "control person" of the
      Corporation, or of an affiliate of the Corporation (within the meaning of
      these expressions as used in the applicable securities laws); or
| | ------- | ----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |         |       |                                                                                                                                                                                                                 
| | _______ | (II)  | a "spouse" (within the meaning of that expression as used
      in the applicable securities laws), parent, grandparent, brother, sister
      or child of any person referred to in subparagraph (I) above; or 
| |         |       |                                                                                                                                                                                                                 
| | _______ | (III) | a parent, grandparent, brother, sister or child of the
      spouse of any person referred to in subparagraph (I) above;
  or                                                                                   

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7

| | _______ | (IV)   | a "close personal friend" (within the meaning of that
      expression as used in the applicable securities laws) of any person
      referred to in subparagraph (I) above and, if requested by the Corporation
      on behalf of the Corporation, will provide a signed statement describing
      any such persons. For the purposes of this subparagraph IV, "close
      personal friend" means that you have directly known such individual well
      enough and for a sufficient period of time and in a sufficiently close
      relationship (where such relationship is direct and extends beyond being a
      relative or a member of the same organization, association or religious
      group or a client, customer or former client or customer or being a close
      personal friend of a close personal friend of such individual) to be in a
      position to assess the capabilities and the trustworthiness of such
      individual; or
| | ------- | ------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |         |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | _______ | (V)    | a "close business associate" (within the meaning of that
      expression as used in the applicable securities laws) of any person
      referred to in subparagraph (I) above and, if requested by the Corporation
      on behalf of the Corporation, will provide a signed statement describing
      any of such persons. For the purposes of this subparagraph V "close
      business associate" means that you have had direct sufficient prior
      business dealings with such individual (where such relationship is direct
      and extends beyond being a casual business associate or a person
      introduced or solicited for the purpose of purchasing securities or a
      client, customer or former client or customer or being a close business
      associate of a close business associate of such individual) to be in a
      position to assess the capabilities and trustworthiness of such
      individual; or                   
| |         |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | _______ | (VI)   | a "founder" of the Corporation (within the meaning of
      that expression as used in the applicable securities laws) or a spouse,
      parent, grandparent, brother, sister, child, close personal friend or
      close business associate of a founder of the Corporation; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |         |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | _______ | (VII)  | a parent, grandparent, brother, sister or child of the
      spouse of a founder of the Corporation; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |         |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | _______ | (VIII) | a person or company of which a majority of the voting
      securities are beneficially owned by, or a majority of directors are,
      persons or companies described in subparagraphs (I) through (VII) above;
      or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |         |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | _______ | (IX)   | a trust or estate of which all of the beneficiaries or a
      majority of the trustees are persons or companies described in
      subparagraphs (I) through (VII) above; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

| | (vi) | it is resident in Alberta, it is one of the
      following and has so indicated by initialling the applicable
    paragraph:
| | ---- | -----------------------------------------------------------------------------------------------------------------------------

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8

| | _______ | (I)   | an employee, senior officer, director or consultant of
      the Corporation or of an affiliated entity of the Corporation;
or                                                                                                                                     
| | ------- | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |         |       |                                                                                                                                                                                                                                                                    
| | _______ | (II)  | a trustee, custodian or administrator acting on behalf,
      or for the benefit of, a holding entity of, or a registered retirement
      savings plan or registered retirement income fund of, an individual
      referred to in clause (I) above; or           
| |         |       |                                                                                                                                                                                                                                                                    
| | _______ | (III) | a trustee, custodian or administrator acting on behalf,
      or for the benefit of, a holding entity of, or a registered retirement
      savings plan or registered retirement income fund of, the spouse of an
      individual referred to in clause (I) above;

provided that its participation in the
trade is voluntary, meaning it is not induced to participate in the trade by
expectation of employment or continued employment with, appointment or continued
appointment with, or engagement to provide services or continued engagement to
provide services to, as applicable, the Corporation or an affiliated entity of
the Corporation; or

| | (vii) | it is resident in British Columbia, it is one of
      the following and has so indicated by initialling the applicable
      paragraph:
| | ----- | ----------------------------------------------------------------------------------------------------------------------------------------

| | _______ | (I)   | an employee, senior officer or director of the
      Corporation or an affiliated entity of the Corporation and has not been
      induced to purchase by expectation of employment or continued employment;
      or
| | ------- | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |         |       |                                                                                                                                                                                                                      
| | _______ | (II)  | acting on behalf of an individual referred to in clause
      (I) above; or                                                                                                                                          
| |         |       |                                                                                                                                                                                                                      
| | _______ | (III) | an issuer all of the voting securities of which are
      beneficially owned by one or more of the persons referred to in clause (I)
      above;                                                                    

| | (viii) | it is resident in Ontario, it is an "accredited
      investor" as defined in Ontario Securities Commission Rule 45-501 entitled
      "Exempt Distributions" promulgated under the Securities Act(Ontario) and has concurrently executed and delivered a
      Representation Letter in the form attached as Exhibit 2 to this
      Subscription Agreementindicating that the Subscriber fits within one
      of the categories of "accredited investor" set forth in such definition;
      and
| | ------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(g) | if it is not purchasing as principal, it is duly
      authorized to enter into this Subscription Agreement and to execute all
      documentation in connection with the purchase on behalf of each beneficial
      purchaser for whom it is acting, each of whom is purchasing as principal
      for its own account, not for the benefit of any other person, and not with
      a view to the resale or distribution of all or any of the Flow-Through
      Shares, it acknowledges that the Corporation may be required by law to
      disclose to certain regulatory authorities the identity of each beneficial
      purchaser of Flow-Through Shares for whom it may be acting, it and each
      beneficial purchaser is resident in the jurisdiction set out as the
      "Subscriber's Address", and:
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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9

| | (i)   | if it is resident in British Columbiait complies
      with the exemption set out in subparagraph 2(f)(iii) hereof, and it is a
      trust company or an insurer authorized to carry on business under the
      Financial Institutions Act(British Columbia) purchasing the
      Flow-Through Shares as agent or trustee on behalf of accounts that are
      fully managed by it (insofar as it makes the investment decisions for the
      account and has full discretion to purchase or sell securities for the
      account without requiring the client's express consent to a transaction),
      or it is a portfolio manager who manages the investment portfolio of
      clients through discretionary authority granted by one or more clients and
      who is registered as a portfolio manager under the Securities Act(British Columbia) or exempted from such registration purchasing the
      Flow-Through Shares as agent or trustee on behalf of accounts that are
      fully managed by it; or
| | ----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (ii)  | if it is resident in Albertait complies with the
      exemption set out in subparagraph 2(f)(ii) hereof, and it is purchasing
      Flow-Through Shares for accounts fully managed by it and is a trust
      corporation trading as a trustee or an agent, a portfolio manager trading
      as an agent, or a person or company trading as an agent that, except for
      an exemption under the Securities Act(Alberta) or the rules and
      regulations thereunder, is required to be registered as a portfolio
      manager; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (iii) | if it is resident in British Columbiaor
      Albertait is an "accredited investor" as defined in
      paragraphs (p) or (q) of the definition of "accredited investor" in
      Multilateral Instrument 45-103 (which definition is reproduced in the
      Appendix to Exhibit 1 attached hereto); provided, however that it is not a
      trust company or trust corporation registered under the laws of Prince
      Edward Island that is not registered under the Trust and Loan Companies
      Act(Canada) or under comparable legislation in another jurisdiction
      of Canada and has concurrently executed and delivered to the
      Corporation a Representation letter in the form attached hereto as Exhibit
      1indicating that the Subscriber fits within one of the categories of
      "accredited investor" set forth in paragraphs (p) or (q) of such
      definition; or                                                                                                                  
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (iv)  | if it is acting as agent for one or more disclosed
      principals, each of such principals is purchasing as principal for its own
      account, not for the benefit of any other person, for investment only, and
      not with a view to the resale or distribution of all or any of the
      Flow-Through Shares, and each of such principals complies with
      subparagraphs 2(f)(i) through (vii) hereof, as applicable to the nature of
      such principal and by virtue of its jurisdiction of residence;
  and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

|(h) | if it is a resident of any jurisdiction not referred
      to in the preceding paragraphs, it, or any beneficial purchaser for
      whom it is acting, complies with all applicable securities legislation in
      the jurisdiction of its residence and will provide such evidence of
      compliance with all such matters as the Corporation or the Agent or their
      respective counsel may request, and it, and any beneficial purchaser for
      whom it is acting, certifies that it is not a resident of
  Alberta;
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(i) | it acknowledges that:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

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10

| | (ii)  | there is no government or other insurance covering the
      Flow-Through Shares; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | ----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (iii) | there are risks associated with the purchase of the
      Flow-Through Shares; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (iv)  | there are restrictions on the Subscriber's ability to
      resell the Flow-Through Shares and it is the responsibility of the
      Subscriber to find out what those restrictions are and to comply with them
      before selling the Flow-Through Shares; and                                                                                                                                                                                                                                                                                                                                                                                                                  
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (v)   | the certificates representing the Flow Through Shares
      will bear, as of the Closing Date, legends substantially in the following
      form and with the necessary information inserted:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |       | UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE
      HOLDER OF THE SECURITIES SHALL NOT TRADE THE SECURITIES BEFORE 23 APRIL
      2005.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |       | In addition the Flow-Through Shares will also bear a
      legend substantially in the following form:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |       | THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE
      LISTED ON THE TORONTO STOCK EXCHANGE; HOWEVER, THE SAIDSECURITIES
      CANNOT BE TRADED THROUGH THE FACILITIES OF SUCH EXCHANGE SINCE THEY ARE
      NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING
      SUCH SECURITIES IS NOT GOOD DELIVERY IN SETTLEMENT OF TRANSACTIONS ON
      THE TORONTO STOCK EXCHANGE.                                                                                                                                                                                                                                                                            
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (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
      or company registered to sell securities under the Securities Act(British Columbia) and other applicable securities laws and, as a
      consequence of acquiring securities pursuant to this exemption, certain
      protections, rights and remedies provided by the Securities Act(British Columbia) and other applicable securities laws, including
      statutory rights of rescission or damages, will not be available to the
      Subscriber; and

|(j) | it is aware that the Flow-Through Shares have not been
      and will not be registered under the United States Securities Act of
      1933, as amended ("U.S. Securities Act") or the securities laws
      of any state and that these securities may not be offered or sold in the
      United States without registration under the U.S. Securities Act or
      compliance with requirements of an exemption from registration and the
      applicable laws of all applicable states and acknowledges that the
      Corporation has no present intention of filing a registration statement
      under the U.S. Securities Act in respect of the Flow-Through Shares;
      and
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(k) | the Flow-Through Shares have not been offered to the
      Subscriber in the United States, and the individuals making the order to
      purchase the Flow-Through Shares and executing and delivering this
      Subscription Agreement on behalf of the Subscriber were not in the United
      States when the order was placed and this Subscription Agreement was
      executed and delivered; and                                                                                                                                                                                                                                                                                

---

11

|(l) | it is not a U.S. Person (as defined in Regulation S under
      the U.S. Securities Act, which definition includes, but is not limited to,
      an individual resident in the United States, an estate or trust of which
      any executor or administrator or trustee, respectively, is a U.S. Person
      and any partnership or corporation organized or incorporated under the
      laws of the United States) and is not purchasing the Flow-Through Shares
      on behalf of, or for the account or benefit of, a person in the United
      States or a U.S. Person; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(m) | it undertakes and agrees that it will not offer or sell
      the Flow-Through Shares in the United States unless such securities are
      registered under the U.S. Securities Act and the securities laws of all
      applicable states of the United States or an exemption from such
      registration requirements is available, and further that it will not
      resell the Flow-Through Share, except in accordance with the provisions of
      applicable securities legislation, regulations, rules, policies and orders
      and stock exchange rules; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(n) | if a corporation, partnership, unincorporated association
      or other entity, it has the legal capacity to enter into and be bound by
      this Subscription Agreement and further certifies that all necessary
      approvals of directors, shareholders or otherwise have been given and
      obtained; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(o) | if an individual, it is of the full age of majority and
      is legally competent to execute this Subscription Agreement and take all
      action pursuant hereto; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(p) | this Subscription Agreement has been duly and validly
      authorized, executed and delivered by and constitutes a legal, valid, and
      binding obligation of the Subscriber; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(q) | in the case of a subscription by it for Flow-Through
      Shares acting as agent for a disclosed principal, it is duly authorized to
      execute and deliver this agreement and all other necessary documentation
      in connection with such subscription on behalf of such principal and this
      Subscription Agreement has been duly authorized, executed and delivered by
      or on behalf of, and constitutes a legal, valid and binding agreement of,
      such principal; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(r) | it has such knowledge in financial and business affairs
      as to be capable of evaluating the merits and risks of its investment and
      it is able to bear the economic risk of loss of its investment;
  and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(s) | except for the representations and warranties made by the
      Corporation to the Agent in the Agency Agreement, it has relied solely
      upon publicly available information relating to the Corporation and not
      upon any verbal or written representation as to fact or otherwise made by
      or on behalf of the Corporation or the Agent, such publicly available
      information having been delivered to the Subscriber without independent
      investigation or verification by the Agent, and agrees that the Agent and
      the Agent's counsel assume no responsibility or liability of any nature
      whatsoever for the accuracy, adequacy or completeness of the publicly
      available information or as to whether all information concerning the
      Corporation required to be disclosed by the Corporation has been generally
      disclosed and acknowledges that the Corporation's counsel and the Agent's
      counsel are acting as counsel to the Corporation and the Agent,
      respectively, and not as counsel to the Subscriber; and
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(t) | it understands that Flow-Through Shares are being offered
      for sale only on a "private placement" basis and that the sale and
      delivery of the Flow-Through Shares is
conditional                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

---

12

|    | upon such sale being exempt from the requirements as to
      the filing of a prospectus or delivery of an offering memorandum or upon
      the issuance of such orders, consents or approvals as may be required to
      permit such sale without the requirement of filing a prospectus or
      delivering an offering memorandum and, as a consequence (i) it is
      restricted from using most civil remedies available under securities
      legislation; (ii) it may not receive information that would otherwise be
      required to be provided to it under securities legislation; and (iii) the
      Corporation is relieved from certain obligations that would otherwise
      apply under securities legislation; and         
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(u) | if required by applicable securities legislation,
      regulations, rules, policies or orders or by any securities commission,
      stock exchange or other regulatory authority, the Subscriber will execute,
      deliver, file and otherwise assist the Corporation in filing, such
      reports, undertakings and other documents with respect to the issue of the
      Flow-Through Shares (including, without limitation: (i) in the case of an
      "accredited investor" resident in Alberta or British Columbia, a
      representation letter in the form attached as Exhibit 1, and (ii)
      in the case of an "accredited investor" resident in Ontario, a
      representation letter in the form attached as Exhibit 2;
  and
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(v) | it will not resell the Flow-Through Shares except in
      accordance with the provisions of applicable securities legislation and
      stock exchange rules, if applicable, in the future; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(w) | the entering into of this Subscription Agreement and the
      transactions contemplated hereby will not result in a violation of any of
      the terms or provisions of any law applicable to the Subscriber, or if the
      Subscriber is not a natural person, any of the Subscriber's constating
      documents, or any agreement to which the Subscriber is a party or by which
      it is bound; and                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(x) | the Subscriber acknowledges that it has been encouraged
      to and should obtain independent legal, income tax and investment advice
      with respect to its subscription for these Flow-Through Shares and
      accordingly, has been independently advised as to the meanings of all
      terms contained herein relevant to the Subscriber for purposes of giving
      representations, warranties and covenants under this Subscription
      Agreement.                                                                                                                                                                                                                                                                                

Matters Relating to the Flow-Through Shares

3.      In addition to other terms
defined herein, for the purposes of Sections 3, 4, 5 and 6 hereof, the following
words and phrases have the following meanings:

|(a) | "Act" means the Income Tax Act(Canada),
      together with any and all regulations promulgated thereunder, as amended
      from time to time;                                                                                                                                                                                                                                                                                                                                                                                                                      
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|(b) | "Canadian Exploration Expense(s)" or "CEE"
      means Canadian exploration expense described in paragraph (f) of the
      definition of "Canadian exploration expense" in subsection 66.1(6) of the
      Act, excluding amounts which are prescribed to constitute "Canadian
      exploration and development overhead expense" as prescribed for the
      purposes of paragraph 66(12.6)(b) of the Act, the amount of any assistance
      described in paragraph 66(12.6)(a) of the Act and any expense described in
      paragraph 66(12.6)(b.1) of the Act;

---

13

|(c) | "Commitment Amount" means the amount equal to
      Cdn$6.00 multiplied by the number of Flow-Through Shares subscribed and
      paid for pursuant to this Subscription Agreement;
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                    
|(d) | "Expenditure Period" means the period commencing
      on the date of acceptance by the Corporation of this Subscription
      Agreement and ending on the earlier of:             
|    |                                                                                                                                                                                    
|    | (i)                                                                                                                                                                                
|    |                                                                                                                                                                                    
|    | (ii)                                                                                                                                                                               
|    |                                                                                                                                                                                    
|(e) | "Principal Business Corporation" means a
      principal-business corporation as defined in subsection 66(15) of the Act;
      and                                                
|    |                                                                                                                                                                                    
|(f) | "Qualifying Expenditures" means expenses that are
      CEE on the date they are incurred.                                                                                         

4.      The Corporation hereby
represents and warrants to the Subscriber (on its own behalf and, if applicable,
on behalf of each person on whose behalf the Subscriber is contracting) and
acknowledges that the Subscriber is relying thereon that:

|(a) | the Corporation is validly subsisting under the federal
      laws of Canada, and is qualified to carry on business in each jurisdiction
      in respect of which the carrying on of the activities contemplated hereby
      make such qualification necessary;                                                                                                                                                                     
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(b) | the Corporation has complied or will comply with all
      applicable corporate and securities laws applicable to it in connection
      with the offer, sale and issuance of the Flow-Through Shares to be
      purchased hereunder;                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(c) | upon acceptance by the Corporation, this Subscription
      Agreement shall constitute a binding obligation of the Corporation
      enforceable in accordance with its terms;                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(d) | the execution, delivery and performance of this
      Subscription Agreement by the Corporation, and the issue of the
      Flow-Through Shares, does not and will not constitute a breach of or
      default under the constating documents of the Corporation, or any law,
      regulation, order or ruling applicable to the Corporation, or any
      agreement to which the Corporation is a party or by which it is
    bound;
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(e) | the Corporation has the full corporate right, power and
      authority to enter into this Subscription Agreement, to issue the
      Flow-Through Shares and incur and renounce to the Subscriber, Qualifying
      Expenditures in an amount equal to the Commitment Amount;                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(f) | the incurring and renunciation of Qualifying Expenditures
      to the Subscriber pursuant hereto, does not and will not constitute a
      breach of or default under the constating documents of the Corporation or
      any law, regulation, order or ruling applicable to the Corporation or any
      agreement, contract or indenture to which the Corporation is a party or by
      which it is bound;                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(g) | the Corporation is, and at all material times will be, a
      Principal Business Corporation;                                                                                                                                                                                                                                                                                                                                        

---

14

|(h) | except as a result of any agreement to which the
      Corporation is not a party and of which it has no knowledge, upon
      issuance, the Flow-Through Shares will be "flow-through shares" as defined
      in subsection 66(15) of the Act and will not constitute "prescribed
      shares" for the purpose of Regulation 6202.1 of the Act;
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                   
|(i) | the Corporation will not knowingly renounce any of the
      Qualifying Expenditures to a trust, corporation or partnership with whom
      the Corporation has a prohibited relationship as defined in subsection
      66(12.671) of the Act.                                                                                                   

5.      The Corporation covenants and
agrees with the Subscriber (on its own behalf and, if applicable, on behalf of
each person on whose behalf the Subscriber is contracting):

|(a) | to keep proper books, records and accounts, including
      books, records and accounts of all Qualifying Expenditures and all
      transactions affecting the Commitment Amount and the Qualifying
      Expenditures;                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(b) | to incur, during the Expenditure Period, Qualifying
      Expenditures in such amount as enables the Corporation to renounce to the
      Subscriber in accordance with the Act and this Subscription Agreement,
      Qualifying Expenditures in an amount equal to the Commitment
  Amount;                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(c) | to renounce (in accordance with the provisions of
      subsections 66(12.6) and 66(12.66) of the Act and this Subscription
      Agreement) to the Subscriber, effective on or before December 31, 2004,
      Qualifying Expenditures incurred during the Expenditure Period in an
      amount equal to the Commitment Amount;                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(d) | to deliver to the Subscriber, not later than March 31,
      2005, a statement setting forth the aggregate amounts of such Qualifying
      Expenditures renounced to the Subscriber;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(e) | that all Qualifying Expenditures renounced to the
      Subscriber pursuant to this Subscription Agreement will be Qualifying
      Expenditures incurred by the Corporation that, but for renunciation to the
      Subscriber hereunder, the Corporation would be entitled to deduct in
      computing its income for purposes of Part I of the Act;                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(f) | that the Corporation will not reduce the amount to be
      renounced hereunder to the Subscriber pursuant to subsection 66(12.6) of
      the Act and, in the event the Minister of National Revenue reduces the
      amount so renounced pursuant to subsection 66(12.73) of the Act, and as
      the sole recourse to the Subscriber for such reduction, the Corporation
      shall indemnify the Subscriber as to, and pay in settlement thereof to the
      Subscriber, an amount equal to the amount of any tax payable or that may
      become payable under the Act (and under any corresponding provincial
      legislation) by the Subscriber as a consequence of such
  reduction;
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(g) | that if the Corporation does not renounce to the
      Subscriber Qualifying Expenditures equal to the Commitment Amount
      effective on or before December 31, 2004, as the sole recourse to the
      Subscriber for such failure, the Corporation shall indemnify the
      Subscriber as to, and pay in settlement thereof to the Subscriber, an
      amount equal to the amount of any tax payable or that may become payable
      under the Act (and under any corresponding provincial legislation) by the
      Subscriber as a consequence of such failure;                                                                                                                          

---

15

|(h) | that the Corporation will maintain its status as a
      Principal Business Corporation until the earlier of: (i) December 31,
      2005; and (ii) the date on which the Corporation has incurred and
      renounced Qualifying Expenditures in an amount equal to the Commitment
      Amount;                          
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                            
|(i) | to timely file all forms required under the Act to
      renounce Qualifying Expenditures equal to the Commitment Amount to the
      Subscriber effective on or before December 31, 2004 and to provide the
      Subscriber with a copy of all such forms as are required to be provided
      thereon on a timely basis;

|(j) | that the Corporation will not be subject to the
      provisions of subsection 66(12.67) of the Act in a manner which impairs
      its ability to renounce Qualifying Expenditures to the Subscriber in an
      amount equal to the Commitment Amount; and                                                         
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                      
|(k) | that the Corporation will refrain from entering into
      transactions or taking deductions which would otherwise reduce its
      cumulative CEE to an extent it would preclude a renunciation of Qualifying
      Expenditures hereunder in an amount equal to the Commitment Amount as
      contemplated herein.

|6. | The Subscriber covenants, agrees and represents and
      warrants to the Corporation that:
|-- | -------------------------------------------------------------------------------------------

|(a) | the Subscriber or beneficial purchaser, as the case may
      be, deals and will at all relevant times continue to deal at arm's length
      with the Corporation, for purposes of the Act, until January 1,
    2006;                                                                                                                                         
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                 
|(b) | if the Subscriber or beneficial purchaser, as the case
      may be, is a corporation, trust or partnership, it does not knowingly have
      and will not knowingly have in respect of a renunciation of Qualified
      Expenditures hereunder, a "prohibited relationship" with the Corporation
      within the meaning of subsection 66(12.671) of the Act;
|    |                                                                                                                                                                                                                                                                                                                                                                 
|(c) | neither the Subscriber, nor the beneficial purchaser, as
      the case may be, will enter into any agreement or arrangement which will
      cause the Flow-Through Shares to become "prescribed shares" for purposes
      of the Act; and                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                 
|(d) | the Subscriber is not a non-resident of Canada for
      purposes of the Act.                                                                                                                                                                                                                                                                                   

Closing

7.      The Subscriber agrees to
deliver to the Agent, not later than 5:00 p.m. (Ontario time) on the day that is
two business days before the Closing Date (as defined herein): (a) this duly
completed and executed Subscription Agreement; (b) if the Subscriber is an
"accredited investor" a fully executed and completed Representation Letter in
the form of Exhibit 1, in the case of a British Columbia or Alberta
subscriber, and in the form of Exhibit 2, in the case of an Ontario
subscriber; (c) a Private Placement Questionnaire and Letter of Undertaking in
the form of Exhibit 3;and (d) a certified cheque or bank draft payable
to Canaccord Capital Corporation for the Subscription Price of the Flow-Through
Shares subscribed for under this Subscription Agreement or payment of the same
amount in such other manner as is acceptable to the Agent.

8.      The sale of the Flow-Through
Shares pursuant to this Subscription Agreement will be completed at the offices
of McCarthy Tétrault LLP, the Agents counsel, in Toronto, Ontario, at 12:00
noon, Toronto time or such other time as the Corporation and the Agent may agree
(the

---

16

"Closing Time") on 22 December 2004 or such other date
as the Corporation and the Agent may agree (the "Closing Date"). At the
Closing Time, the Agent shall deliver to the Corporation all completed
subscription agreements, including this Subscription Agreement, and the
aggregate subscription amount against delivery by the Corporation of
certificates representing the Flow-Through Shares.

9.      The Corporation and the Agent
shall be entitled to rely on delivery of a facsimile copy of executed
subscriptions, and acceptance by the Corporation of such facsimile subscriptions
shall be legally effective to create a valid and binding agreement between the
Subscriber and the Corporation in accordance with the terms hereof. In addition,
this Subscription Agreement may be executed in counterparts, each of which shall
be deemed to be an original and all of which shall constitute one and the same
document.

General

10.     The Subscriber agrees that the
representations, warranties and covenants of the Subscriber herein will be true
and correct both as of the execution of this Subscription Agreement and as of
the Closing Time and will survive the completion of the issuance of the
Flow-Through Shares. The representations, warranties and covenants of the
Subscriber herein are made with the intent that they be relied upon by the
Corporation and the Agent in determining the eligibility of a purchaser of
Flow-Through Shares and the Subscriber agrees to indemnify the Corporation and
the Agent, including their affiliates, shareholders, directors, officers,
partners, employees, advisors and agents, against all losses, claims, costs,
expenses and damages or liabilities which any of them may suffer or incur which
are caused or arise from a breach thereof. The Subscriber undertakes to
immediately notify the Corporation at Kirkland Lake Gold Inc. (Fax Number: +604
681 4692), Suite 300, 570 Granville Street, Vancouver, British Columbia, Canada
V6C 3P1 and the Agent at Canaccord Capital Corporation, Suite 1210, 320 Bay
Street, Toronto, Ontario, M5H 4A6 (Fax Number: +416 869 7706), of any change in
any statement or other information relating to the Subscriber set forth herein
which takes place prior to the Closing Time.

11.     The Subscriber acknowledges that
the Agent has agreed to offer the Flow-Through Shares on a "best-efforts" basis
and, in connection therewith, the Corporation and the Agent have entered into,
or will enter into prior to the Closing Date, an agreement (the "Agency
Agreement") pursuant to which the Agent, in connection with the issue and
sale of the Flow-Through Shares, will receive a fee from the Corporation. The
Subscriber hereby irrevocably authorizes Canaccord Capital Corporation: (a) to
act as its representative at the closing and to execute in its name and on its
behalf all closing receipts and documents required; (b) to complete or correct
any errors or omissions in any form or document provided by the Subscriber; (c)
to receive on its behalf certificates representing the Flow-Through Shares
purchased under this Subscription Agreement; (d) to approve any opinions,
certificates or other documents addressed to the Subscriber; (e) to waive, in
whole or in part, any representations, warranties, covenants or conditions for
the benefit of the Subscriber contained in the Agency Agreement; and (f) to
exercise any rights of termination contained in the Agency Agreement.

12.     The Subscriber acknowledges and
agrees that all costs incurred by the Subscriber (including any fees and
disbursements of any special counsel retained by the Subscriber) relating to the
sale of the Flow-Through Shares to the Subscriber shall be borne by the
Subscriber.

---

17

13.     The contract arising out of this
Subscription Agreement and all documents relating thereto shall be governed by
and construed in accordance with the laws of the Province of Ontario and the
federal laws of Canada applicable therein. The parties irrevocably attorn to the
exclusive jurisdiction of the courts of the Province of Ontario.

14.     Time shall be of the essence
hereof.

15.     This Subscription Agreement
represents the entire agreement of the parties hereto relating to the subject
matter hereof and there are no representations, covenants or other agreements
relating to the subject matter hereof except as stated or referred to herein.

16.     The terms and provisions of this
Subscription Agreement shall be binding upon and enure to the benefit of the
Subscriber and the Corporation and their respective heirs, executors,
administrators, successors and assigns; provided that, except for the assignment
by a Subscriber who is acting as nominee or agent to the beneficial owner, this
Subscription Agreement shall not be assignable by any party without prior
written consent of the other parties.

17.     The Subscriber, on its own behalf
and, if applicable, on behalf of others for whom it is contracting hereunder,
agrees that this subscription is made for valuable consideration and may not be
withdrawn, cancelled, terminated or revoked by the Subscriber, on its own behalf
and, if applicable, on behalf of others for whom it is contracting hereunder.

18.     Subject to paragraph 11, neither
this Subscription Agreement nor any provision hereof shall be modified, changed,
discharged or terminated except by an instrument in writing signed by the party
against whom any waiver, change, discharge or termination is sought.

19.     The invalidity, illegality or
unenforceability of any provision of this Subscription Agreement shall not
affect the validity, legality or enforceability of any other provision hereof.

20.     The Subscriber acknowledges and
agrees that acceptance of this Subscription Agreement will be conditional, among
other things, upon the sale of Flow-Through Shares to the Subscriber being
exempt from any prospectus and offering memorandum requirements of all
applicable securities laws. The Corporation will be deemed to have accepted this
Subscription Agreement upon the delivery at the closing of the certificates
representing the Flow-Through Shares to or upon the direction of the Subscriber
in accordance with the provisions hereof.

21.     The headings used in this
Subscription Agreement have been inserted for convenience of reference only and
shall not affect the meaning or interpretation of this Subscription Agreement or
any provision hereof.

22.     In this Subscription Agreement
(including attachments), references to "$" or "Cdn. $" are to Canadian dollars.

---

18

EXHIBIT 1

REPRESENTATION LETTER

(FOR BRITISH COLUMBIA AND ALBERTA ACCREDITED INVESTORS)

**TO:**               **Kirkland
Lake Gold Inc. (the
"Corporation")**          **AND
TO:**     **Canaccord Capital
Corporation (the "Agent")**

In
connection with the agreement to purchase common shares in the capital of the
Corporation issued on a "flow-through" basis ("Flow-Through Shares") by
the undersigned subscriber or, if applicable, the principal on whose behalf the
undersigned is purchasing as agent (the "Subscriber" for the purposes of
this Exhibit 1), the Subscriber hereby represents, warrants, covenants and
certifies to the Corporation and the Agent that:

**I.**     ****the Subscriber is resident in British Columbia or Alberta or is subject
to the laws of the Province of British Columbia or Alberta;

23. the Subscriber is purchasing the Flow-Through Shares as
principal for its own account or complies with the provisions of paragraph
2(g)(iii);

24. the Subscriber is an "accredited investor" within the
meaning of Multilateral Instrument 45-103 entitled "Capital Raising Exemptions"
by virtue of satisfying the indicated criterion as set out in Appendix "A" to
this Representation Letter; and

25. upon execution of this Representation Letter by the
Subscriber, this Representation Letter shall be incorporated into and form a
part of the Subscription Agreement.

Dated: December ______, 2004

Print name of Subscriber

By:

Signature

Print
name of Signatory (if different from Subscriber)

Title

IMPORTANT: PLEASE INITIAL APPENDIX "A" ON THE NEXT PAGE

---

19

APPENDIX "A"

PLEASE MARK YOUR INITIALS BESIDE THE CATEGORY OF "ACCREDITED
INVESTOR" TO WHICH YOU BELONG.

Accredited Investor - (defined
in Multilateral Instrument 45-103) means:

|_______ | (a) | a Canadian financial institution, or an authorized
      foreign bank listed in Schedule III of the Bank Act(Canada);                                                                                                                                                  
|------- | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |     |                                                                                                                                                                                                                                                                        
|_______ | (b) | the Business Development Bank of Canada incorporated
      under the Business Development Bank of Canada Act(Canada);                                                                                                                                                  
|        |     |                                                                                                                                                                                                                                                                        
|_______ | (c) | an association under the Cooperative Credit
      Associations Act(Canada) located in Canada or a central cooperative
      credit society for which an order has been made under subsection 473(1) of
      that Act;                                                 
|        |     |                                                                                                                                                                                                                                                                        
|_______ | (d) | a subsidiary of any person or company referred to in
      paragraphs (a) to (c), if the person or company owns all of the voting
      securities of the subsidiary, except the voting securities required by law
      to be owned by directors of that subsidiary;  
|        |     |                                                                                                                                                                                                                                                                        
|_______ | (e) | a person or company registered under the securities
      legislation of a jurisdiction of Canada, as an adviser or dealer, other
      than a limited market dealer registered under the Securities Act(Ontario) or the Securities Act(Newfoundland and
    Labrador);
|        |     |                                                                                                                                                                                                                                                                        
|_______ | (f) | an individual registered or formerly registered under the
      securities legislation of a jurisdiction of Canada, as a representative of
      a person or company referred to in paragraph (e);                                                                     
|        |     |                                                                                                                                                                                                                                                                        
|_______ | (g) | the government of Canada or a jurisdiction of Canada, or
      any crown corporation, agency or wholly owned entity of the government of
      Canada or a jurisdiction of Canada;                                                                                     
|        |     |                                                                                                                                                                                                                                                                        
|_______ | (h) | a municipality, public board or commission in
    Canada;                                                                                                                                                                                                              
|        |     |                                                                                                                                                                                                                                                                        
|_______ | (i) | any national, federal, state, provincial, territorial or
      municipal government of or in any foreign jurisdiction, or any agency of
      that government;                                                                                                         
|        |     |                                                                                                                                                                                                                                                                        
|_______ | (j) | a pension fund that is regulated by either the Office of
      the Superintendent of Financial Institutions (Canada) or a pension
      commission or similar regulatory authority of a jurisdiction of
    Canada;                                                    
|        |     |                                                                                                                                                                                                                                                                        
|_______ | (k) | an individual who, either alone or with a spouse,
      beneficially owns, directly or indirectly, financial assets having an
      aggregate realizable value that before taxes, but net of any related
      liabilities, exceeds $1,000,000;                        

---

20

|_______ | (l) | an individual whose net income before taxes exceeded
      $200,000 in each of the two most recent years or whose net income before
      taxes combined with that of a spouse exceeded $300,000 in each of the two
      most recent years and who, in either case, reasonably expects to exceed
      that net income level in the current year;                                                                                      
|------- | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |     |                                                                                                                                                                                                                                                                                                                                                                                                                                         
|_______ | (m) | a person or company, other than a mutual fund or
      non-redeemable investment fund, that, either alone or with a spouse, has
      net assets of at least $5,000,000, and unless the person or company is an
      individual, that amount is shown on its most recently prepared financial
      statements;                                                                                                                        
|        |     |                                                                                                                                                                                                                                                                                                                                                                                                                                         
|_______ | (n) | a mutual fund or non-redeemable investment fund that, in
      the local jurisdiction, distributes its securities only to persons or
      companies that are accredited investors;                                                                                                                                                                                                                                                     
|        |     |                                                                                                                                                                                                                                                                                                                                                                                                                                         
|_______ | (o) | a mutual fund or non-redeemable investment fund that, in
      the local jurisdiction, is distributing or has distributed its securities
      under one or more prospectuses for which the regulator has issued
      receipts;                                                                                                                                                                                                        
|        |     |                                                                                                                                                                                                                                                                                                                                                                                                                                         
|_______ | (p) | a trust company or trust corporation registered or
      authorized to carry on business under the Trust and Loan Companies Act(Canada) or under comparable legislation in a jurisdiction of Canada
      or a foreign jurisdiction, trading as a trustee or agent on behalf of a
      fully managed account;                                                                                                                          
|        |     |                                                                                                                                                                                                                                                                                                                                                                                                                                         
|_______ | (q) | a person or company trading as agent on behalf of a fully
      managed account if that person or company is registered or authorized to
      carry on business under the securities legislation of a jurisdiction of
      Canada or a foreign jurisdiction as a portfolio manager or under an
      equivalent category of adviser or is exempt from registration as a
      portfolio manager or the equivalent category of adviser;
|        |     |                                                                                                                                                                                                                                                                                                                                                                                                                                         
|_______ | (r) | a registered charity under the Income Tax Act(Canada) that, in regard to the trade, has obtained advice from an
      eligibility adviser or other adviser registered to provide advice on the
      securities being traded;                                                                                                                                                                                                           
|        |     |                                                                                                                                                                                                                                                                                                                                                                                                                                         
|_______ | (s) | an entity organized in a foreign jurisdiction that is
      analogous to any of the entities referred to in paragraphs (a) through (e)
      and paragraph (j) in form and function; or                                                                                                                                                                                                                                                 
|        |     |                                                                                                                                                                                                                                                                                                                                                                                                                                         
|_______ | (t) | a person or company in respect of which all of the owners
      of interests, direct or indirect, legal or beneficial, except the voting
      securities required by law to be owned by directors, are persons or
      companies that are accredited investors.                                                                                                                                                                       

NOTE:
The investor must initial beside the applicable portion of the above
definition.

**For
the purposes hereof:**

|A. | "affiliate" means an issuer connected with another
      issuer because
|-- | -----------------------------------------------------------------------

| | 1. | one of them is the subsidiary of the other,
  or
| | -- | ------------------------------------------------

---

21

| | 2. | each of them is controlled by the same person or
      company;
| | -- | ---------------------------------------------------------------

|B. | "beneficial ownership" of securities by a person
      occurs
|-- | -------------------------------------------------------------

| | 1. | for the purposes of Saskatchewan, British Columbia, Nova
      Scotia, Newfoundland and Labrador and Prince Edward Island securities law,
      when such securities are beneficially owned by
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                               
| |    | a.                                                                                                                                                                                            
| |    |                                                                                                                                                                                               
| |    | b.                                                                                                                                                                                            
| |    |                                                                                                                                                                                               
| | 2. | for the purposes of Alberta securities law, when such
      securities are beneficially owned by                                                                                              
| |    |                                                                                                                                                                                               
| |    | a.                                                                                                                                                                                            
| |    |                                                                                                                                                                                               
| |    | b.                                                                                                                                                                                            
| |    |                                                                                                                                                                                               
| |    | c.                                                                                                                                                                                            

|C. | "Canadian financial institution" means a bank,
      loan corporation, trust company, insurance company, treasury branch,
      credit union or caisse populaire that, in each case, is authorized to
      carry on business in Canada or a jurisdiction, or the Confédération des
      caisses populaires et d'économie Desjardins du Québec;
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                 
|D. | "director"                                                                                                                                                                                                                                                                                                                                      

| | 1. | means for the purpose of British Columbia securities law,
      a director of a corporation or an individual occupying or performing, with
      respect to a corporation or any other person, a similar position or
      similar functions;
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                              
| | 2. | includes for purposes of Alberta, Saskatchewan, Nova
      Scotia, Newfoundland and Labrador and Prince Edward Island securities law,
      a person acting in a capacity similar to that of a director of a company;
      and              
| |    |                                                                                                                                                                                                                                              
| | 3. | for the purposes of Manitoba law, a person occupying the
      position of director by whatever name called;                                                                                                                                 

|(u) | "financial assets" means cash and
    securities;                                                                        
|--- | -------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                          
|(v) | "foreign jurisdiction" means a country other than
      Canada or a political subdivision of a country other than
Canada;
|    |                                                                                                                          
|(w) | "founder", in respect of an issuer, means a person
      or company who,                                                 
|    |                                                                                                                          
|    | (i)                                                                                                                      

---

22

| | (ii) | at the time of the proposed trade, is actively involved
      in the business of the issuer;
| | ---- | --------------------------------------------------------------------------------------------

|(x)  | "fully managed account" means an account for which
      a person or company makes the investment decisions if that person or
      company has full discretion to trade in securities for the account without
      requiring the client's express consent to a transaction;                                                                                          
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                        
|(y)  | "jurisdiction" means a province or territory of
      Canada except when used in the term "foreign jurisdiction";                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                        
|(z)  | "local jurisdiction" means the jurisdiction in
      which the applicable securities regulatory authority is situate;                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                        
|(aa) | "individual" means a natural person, but does not
      include                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                        
|     | (i)                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                        
|     | (ii)                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                        
|(bb) | "mutual fund" includes an issuer of securities
      that entitles the holder to receive on demand, or within a specified
      period after demand, an amount computed by reference to the value of a
      proportionate interest in the whole or in part of the net assets,
      including a separate fund or trust account, of the issuer of the
      securities;
|     |                                                                                                                                                                                                                                                                                                                                                                        
|(cc) | "non-redeemable investment fund" means an
      issuer,                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                        
|     | (i)                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                        
|     | (ii)                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                        
|     | (iii)                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                        
|(dd) | "person or company" includes                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                        
|     | (i)                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                        
|     | (ii)                                                                                                                                                                                                                                                                                                                                                                   

---

23

| | (iii) | for the purposes of Manitoba securities law, an
      individual, corporation, partnership, unincorporated or incorporated
      association, unincorporated or incorporated syndicate, unincorporated or
      incorporated organization, unincorporated trust, trustee, executor,
      administrator and other legal personal
representative;
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(ee) | "regulator" means                            
|---- | ---------------------------------------------
|     |                                              
|     | (i)                                          
|     |                                              
|     | (ii)                                         
|     |                                              
|     | (iii)                                        
|     |                                              
|(ff) | "related liabilities" means:                 
|     |                                              
|     | (i)                                          
|     |                                              
|     | (ii)                                         
|     |                                              
|(gg) | "securities legislation" means               
|     |                                              
|     | (i)                                          
|     |                                              
|     | (ii)                                         
|     |                                              
|     | (iii)                                        
|     |                                              
|(hh) | "securities regulatory authority" means      
|     |                                              
|     | (i)                                          
|     |                                              
|     | (ii)                                         
|     |                                              
|     | (iii)                                        
|     |                                              
|(ii) | "voting security" means any security
  which:
|     |                                              
|     | (i)                                          

---

24

| | (ii) | carries a voting right either under all circumstances or
      under some contingency that has occurred and is
  continuing;
| | ---- | ----------------------------------------------------------------------------------------------------------------------------

|(jj) | An issuer is considered to be "controlled" by a
      person or company if:
|---- | ---------------------------------------------------------------------------

| | (i) | for the purposes of British Columbia securities law,
      voting securities of the issuer are held, other than by
        way of security only, by or for the benefit of that person or company;
        and
      the voting rights attached to those voting securities are
        entitled, if exercised, to elect a majority of the directors of the issuer;
        and
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii) | for the purposes of Alberta securities law,
      voting securities of the issuer carrying more than 50%
        of the votes that may be cast to elect directors are held, other than
        for the purpose of giving collateral for a bona fide debt, by or for the
        benefit of that person or company; and
      the votes carried by the securities referred to in (a)
        are sufficient, if exercised, to elect a majority of the board of directors
        of the issuer; and
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

BRITISH COLUMBIA SPECIFIC DEFINITIONS

|(kk) | "spouse", means, for the purpose of British
      Columbia securities law, a person who
|---- | ---------------------------------------------------------------------------------------
|     |                                                                                        
|     | (i)                                                                                    
|     |                                                                                        
|     | (ii)                                                                                   

All monetary references are in Canadian Dollars.

---

25

EXHIBIT 2

REPRESENTATION LETTER

(FOR ONTARIO ACCREDITED INVESTORS)

| | TO:     | Kirkland Lake Gold Inc. (the
      "Corporation") 
| | ------- | --------------------------------------------------
| | AND TO: | Canaccord Capital Corporation. (the
      "Agent")

In
connection with the agreement to purchase common shares in the capital of the
Corporation issued on a "flow-through" basis ("Flow-Through Shares") by
the undersigned subscriber or, if applicable, the principal on whose behalf the
undersigned is purchasing as agent (the "Subscriber" for the purposes of
this Exhibit 2), the Subscriber hereby represents, warrants, covenants and
certifies to the Corporation and the Agent that:

**II.**     The
Subscriber is resident in Ontario or is subject to the laws of the Province of
Ontario;

26. The Subscriber is purchasing the Flow-Through Shares as
principal for its own account;

27. The Subscriber is an "accredited investor" within the
meaning of Ontario Securities Commission Rule 45-501 promulgated under the
Securities Act (Ontario) by virtue of satisfying the indicated criterion
as set out in Appendix "A" to this Representation Letter; and

28. Upon execution of this Representation Letter by the
Subscriber, this Representation Letter shall be incorporated into and form a
part of the Subscription Agreement.

Dated:
December ______, 2004

Print name of Subscriber

By:

Signature

Print
name of Signatory (if different from Subscriber)

Title

IMPORTANT: PLEASE INITIAL APPENDIX "A" ON THE NEXT PAGE

---

26

APPENDIX "A"

**Accredited
Investor** - (defined in Ontario Securities Commission Rule 45-501)
means:

|_______ | (a) | a bank listed in Schedule I or II of the Bank Act(Canada), or an authorized foreign bank listed in Schedule III of the
      Bank Act(Canada);                                                                                                                        
|------- | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |     |                                                                                                                                                                                                                                                                       
|_______ | (b) | the Business Development Bank incorporated under the
      Business Development Bank Act(Canada);                                                                                                                                                                     
|        |     |                                                                                                                                                                                                                                                                       
|_______ | (c) | a loan corporation or trust corporation registered under
      the Loan and Trust Corporations Act(Ontario) or under the Trust
      and Loan Companies Act(Canada), or under comparable legislation in
      any other jurisdiction;                                 
|        |     |                                                                                                                                                                                                                                                                       
|_______ | (d) | a co-operative credit society, credit union central,
      federation of caisse populaire, credit union or league, or regional caisse
      populaire, or an association under the Cooperative Credit Associations
      Act(Canada), in each case, located in Canada;
|        |     |                                                                                                                                                                                                                                                                       
|_______ | (e) | a company licensed to do business as an insurance company
      in any jurisdiction;                                                                                                                                                                                  
|        |     |                                                                                                                                                                                                                                                                       
|_______ | (f) | a subsidiary entity of any person or company referred to
      in paragraph (a), (b), (c), (d) or (e), where the person or company owns
      all of the voting shares of the subsidiary entity;                                                                      
|        |     |                                                                                                                                                                                                                                                                       
|_______ | (g) | a person or company registered under the Securities
      Act(Ontario) or securities legislation in another jurisdiction as an
      adviser or dealer, other than a limited market dealer;                                                                           
|        |     |                                                                                                                                                                                                                                                                       
|_______ | (h) | the government of Canada or of any jurisdiction, or any
      crown corporation, instrumentality or agency of a Canadian federal,
      provincial or territorial government;                                                                                         
|        |     |                                                                                                                                                                                                                                                                       
|_______ | (i) | any Canadian municipality or any Canadian provincial or
      territorial capital city;                                                                                                                                                                               
|        |     |                                                                                                                                                                                                                                                                       
|_______ | (j) | any national, federal, state, provincial, territorial or
      municipal government of or in any foreign jurisdiction, or any
      instrumentality or agency thereof;                                                                                                
|        |     |                                                                                                                                                                                                                                                                       
|_______ | (k) | a pension fund that is regulated by either the Office of
      the Superintendent of Financial Institutions (Canada) or a provincial
      pension commission or similar regulatory authority;                                                                        
|        |     |                                                                                                                                                                                                                                                                       
|_______ | (l) | a registered charity under the Income Tax Act(Canada);                                                                                                                                                                                                                
|        |     |                                                                                                                                                                                                                                                                       
|_______ | (m) | an individual who beneficially owns, or who together with
      a spouse beneficially own, financial assets having an aggregate realizable
      value that, before taxes but net of any related liabilities, exceeds
      $1,000,000;                               

---

27

|_______ | (n) | an individual whose net income before taxes exceeded
      $200,000 in each of the two most recent years or whose net income before
      taxes combined with that of a spouse exceeded $300,000 in each of those
      years and who, in either case, has a reasonable expectation of exceeding
      the same net income level in the current year;
|------- | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |     |                                                                                                                                                                                                                                                                                                                                                      
|_______ | (o) | an individual who has been granted registration under the
      Securities Act(Ontario) or securities legislation in another
      jurisdiction as a representative of a person or company referred to in
      paragraph (g), whether or not the individual's registration is still in
      effect;                                                
|        |     |                                                                                                                                                                                                                                                                                                                                                      
|_______ | (p) | a promoter of the issuer or an affiliated entity of a
      promoter of the issuer;                                                                                                                                                                                                                                                                  
|        |     |                                                                                                                                                                                                                                                                                                                                                      
|_______ | (q) | a spouse, parent, brother, sister, grandparent or child
      of an officer, director or promoter of the issuer;                                                                                                                                                                                                                                     
|        |     |                                                                                                                                                                                                                                                                                                                                                      
|_______ | (r) | a person or company that, in relation to the issuer, is
      an affiliated entity or a person or company referred to in clause (c) of
      the definition of distribution in subsection 1(1) of the Securities Act(Ontario);                                                                                                                       
|        |     |                                                                                                                                                                                                                                                                                                                                                      
|_______ | (s) | an issuer that is acquiring securities of its own
      issue;                                                                                                                                                                                                                                                                                       
|        |     |                                                                                                                                                                                                                                                                                                                                                      
|_______ | (t) | a company, limited liability company, limited
      partnership, limited liability partnership, trust or estate, other than a
      mutual fund or non-redeemable investment fund, that had net assets of at
      least $5,000,000 as reflected in its most recently prepared financial
      statements;                                           
|        |     |                                                                                                                                                                                                                                                                                                                                                      
|_______ | (u) | a person or company that is recognized by the Ontario
      Securities Commission as an accredited investor in a discretionary order
      (a copy of which is attached);                                                                                                                                                                            
|        |     |                                                                                                                                                                                                                                                                                                                                                      
|_______ | (v) | a mutual fund or non-redeemable investment fund that, in
      Ontario, distributes its securities only to persons or companies that are
      accredited investors;                                                                                                                                                                                 
|        |     |                                                                                                                                                                                                                                                                                                                                                      
|_______ | (w) | a mutual fund or non-redeemable investment fund that, in
      Ontario, distributes its securities under a prospectus for which a receipt
      has been granted by the Director (as defined in the Securities Act(Ontario)) or, if it has ceased distribution of its securities, has
      previously distributed its securities in this manner;    
|        |     |                                                                                                                                                                                                                                                                                                                                                      
|_______ | (x) | a fully managed account if it is acquiring a security
      that is not a security of a mutual fund or non-redeemable investment
      fund;                                                                                                                                                                                                         
|        |     |                                                                                                                                                                                                                                                                                                                                                      
|_______ | (y) | an account that is fully managed by a trust corporation
      registered under the Loan and Trust Corporations Act(Ontario) or
      under the Trust and Loan Companies Act(Canada), or under
      comparable legislation in any other
jurisdiction;                                                                                                

---

28

|_______ | (z)  | an entity organized outside of Canada that is analogous
      to any of the entities referred to in paragraphs (a) through (g) and
      paragraph (k) in form and function; or     
|------- | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |      |                                                                                                                                                                                     
|_______ | (aa) | a person or company in respect of which all of the owners
      of interests, direct or indirect, legal or beneficial, are persons or
      companies that are accredited investors.

NOTE:
The investor must initial beside the applicable portion of the above
definition.

**For
the purposes hereof:**

|A. | "company" means any corporation, incorporated
      association, incorporated syndicate or other incorporated
    organization;                                                                                                                                                                                                                                         
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                         
|B. | "entity" means a company, syndicate, partnership,
      trust or unincorporated organization;                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                         
|C. | "financial assets" means cash, securities, or any
      contract of insurance or deposit or evidence thereof that is not a
      security for the purposes of the Securities Act(Ontario);                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                         
|D. | "foreign jurisdiction" means a country other than
      Canada or a political subdivision of a country other than
Canada;                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                         
|E. | "jurisdiction" means a province or territory of
      Canada except when used in the term "foreign jurisdiction";                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                         
|F. | "managed account" means an investment portfolio
      account of a client established in writing with a portfolio adviser who
      makes investment decisions for the account and has full discretion to
      trade in securities of the account without requiring the client's express
      consent to a transaction;                                               
|   |                                                                                                                                                                                                                                                                                                                                                                         
|G. | "mutual fund" includes an issuer of securities
      that 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 a part of the net assets,
      including a separate fund or trust account, of the issuer of the
      securities;
|   |                                                                                                                                                                                                                                                                                                                                                                         
|H. | "non-redeemable investment fund" means an
      issuer                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                         
|   | 1.                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                         
|   | 2.                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                         
|   | 3.                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                         
|I. | "person" means an individual, partnership,
      unincorporated association, unincorporated syndicate, unincorporated
      organization, trust, trustee, executor, administrator, or other legal
      representative;                                                                                                                                                 

---

29

|J. | "portfolio adviser" means                                                                                                                                                                                                                                                                                         
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                   
|   | 1.                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                   
|   | 2.                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                   
|K. | "related liabilities" means liabilities incurred
      or assumed for the purpose of financing the acquisition or ownership of
      financial assets and liabilities that are secured by financial
    assets;                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                   
|L. | "spouse", in relation to an individual, means
      another individual to whom that individual is married, or another
      individual of the opposite sex or the same sex with whom that individual
      is living in a conjugal relationship outside marriage;                                                 
|   |                                                                                                                                                                                                                                                                                                                   
|M. | In OSC Rule 45-501 a person or company is considered to
      be an affiliated entity of another person or company if one is a
      subsidiary entity of the other, or if both are subsidiary entities of the
      same person or company, or if each of them is controlled by the same
      person or company.
|   |                                                                                                                                                                                                                                                                                                                   
|N. | In OSC Rule 45-501 a person or company is considered to
      be controlled by a person or company if                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                   
|   | 1.                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                   
|   | 2.                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                   
|   | 3.                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                   
|O. | In OSC Rule 45-501 a person or company is considered to
      be a subsidiary entity of another person or company if                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                   
|   | 1.                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                   

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30

| | c. | two or more persons or companies, each of which is
      controlled by that other, or
| | -- | -------------------------------------------------------------------------------------

| | 2. | it is subsidiary entity of a person or company that is
      the other's subsidiary entity.
| | -- | -------------------------------------------------------------------------------------------

All monetary references are in Canadian Dollars.

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31

EXHIBIT 3

PRIVATE PLACEMENT QUESTIONNAIRE AND UNDERTAKING

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

QUESTIONNAIRE

|1. | DESCRIPTION OF TRANSACTION
|-- | --------------------------
|   |                           
|   | (a)                       
|   |                           
|   |                           
|   |                           
|   | (b)                       
|   |                           
|   |                           
|   |                           
|   | (c)                       
|   |                           
|   |                           

|2. | DETAILS OF PURCHASER
|-- | --------------------
|   |                     
|   | (a)                 
|   |                     
|   | (b)                 

| | (c) | Names and addresses of persons having a greater than
      10% beneficial interest in the purchaser (insert None if none):
| | --- | ----------------------------------------------------------------------------------------------------------------------------

|3. | RELATIONSHIP TO
ISSUER
|-- | ----------------------

| | (a) | Is the purchaser (or any person named in response to
      2(c) above) an insider of the Issuer for the purposes of theSecurities Act(Ontario) (before giving effect to
      this private placement)?
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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32

If so, state the capacity in which
the purchaser (or person named in response to 2(c)) qualifies as an insider:

No ______________  Yes
______________

If Yes, state capacity or nature
(director, senior officer, greater than 10% shareholder, etc.) of qualification
as an insider:

| | (b) | If the answer to (a) is no, are the purchaser and
      the issuer controlled by the same person or company? If so, give
      details:
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------

No ______________  Yes
______________

If Yes, state the details of the
control by the same person or company:

|4. | DEALINGS OF PURCHASER IN SECURITIES OF THE
      ISSUER                                                                                                                                                                                                                                         
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                 
|   | Give details of all trading by the purchaser, as
      principal, in the securities of the Issuer (other than debt securities
      which are not convertible into equity securities), directly or indirectly,
      within the 60 days preceding the date hereof (insert None if
      none):

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ONT

UNDERTAKING

TO:      TORONTO STOCK EXCHANGE

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

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

|DATEDat __________________________ |  |                                                                                                                                    
|---------------------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------
|                                   |  | Name of Purchaser - please print                                                                                                   
|this _______ day of December, 2004 |  |                                                                                                                                    
|                                   |  |                                                                                                                                    
|                                   |  | Authorized Signature                                                                                                               
|                                   |  |                                                                                                                                    
|                                   |  |                                                                                                                                    
|                                   |  |                                                                                                                                    
|                                   |  | Official Capacity - please print                                                                                                   
|                                   |  |                                                                                                                                    
|                                   |  |                                                                                                                                    
|                                   |  |                                                                                                                                    
|                                   |  | Please print here the name of the individual whose
      signature appears above, if different from name of purchase printed above.

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