---

The securities to which this agreement relate have not been
registered under the United StatesSecurities Act of 1933,
as amended, or any state securities laws, and such securities may not be offered
or resold in the United States of America or to U.S. Persons (as defined herein)
without registration under such Act and any applicable state securities laws,
unless an exemption from registration is available.

PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT 
UNITS

TO:      KIRKLAND LAKE GOLD INC.
(the Company)

Re: Purchase of securities of the Company

Details of Subscription:The undersigned (the Subscriber)
  hereby irrevocably subscribes for and agrees to purchase from the Company, on
  the terms and conditions set forth herein and in the attached schedules, that
  number of units of the Company (Units) set out below at a
  price of CDN$ 4.00 per Unit. Each Unit shall consist of one common share of
  the Company (a Share) and one-half of one non-transferable
  share purchase warrant (each whole warrant being a Warrant).
  Each Warrant shall entitle the Subscriber to purchase one Share for a period
  of nine months at a price of CDN$ 4.60 per Share.The securities subscribed
  for in this Agreement form part of a larger private placement (the Private
  Placement) of an aggregate of up to 1,000,000 Units.

|Number to be purchased:   | _______________________________________________________Units      
|------------------------- | ------------------------------------------------------------------
|                          |                                                                   
|Total Subscription Price: | CDN$ __________________________________________________           
|(CDN$ 4.00 per Unit)      | (In BC and AB the minimum is CDN$ 150,000 unless the              
|                          | Subscriber is an accredited investor or a close personal friend,  
|                          | close business associate or relative of or is a director or senior
|                          | officer of the Company)                                           
|                          |                                                                   
|Name of Subscriber:       | _______________________________________________________           
|                          |                                                                   
|Address:                  | _______________________________________________________           
|                          | (Street Address)                                                  
|                          |                                                                   
|                          | _______________________________________________________           
|                          | (City and Province or State)                                      
|                          |                                                                   
|                          | _______________________________________________________           
|                          | (Country and Postal or Zip Code)                                  
|                          |                                                                   
|                          | _______________________________________________________           
|                          | (Telephone Number)                                                
|                          |                                                                   
|                          | _______________________________________________________           
|                          | (e-mail Address)                                                  



---

-2-

If the Subscriber is purchasing as an agentand is not
  purchasing the Units for its own account or one or more accounts that are fully
  managed by it but is purchasing them on behalf of certain principals for which
  it is acting as agent, then each such principal is described below:

**Name:**      _____________________________________
      Name:      ______________________________________**Address:** _____________________________________
      Address: ______________________________________(Street Address)
      (Street Address)_____________________________________
      ______________________________________(City and Province / State)
      (City and Province / State)_____________________________________
      ______________________________________(Country and Postal / Zip Code)
      (Country and Postal / Zip Code)  Complete the following registration and
          delivery instructions, if applicable.Registration Instructions: 
          If the certificate(s) representing the securities are to be registered
          
          in other than the name of the Subscriber. **Name:**      
          _____________________________________**Address:**
          ______________________________________                  
          (Street Address)                   
          _____________________________________                  
          _____________________________________                  
          (City and Province / State)                   
          _____________________________________                  
          (Country and Postal / Zip Code)
        Delivery Instructions: 
          If the certificate(s) representing the securities are to be delivered
          to someone other than the Subscriber. **Name:**     
          _____________________________________Contact Name:
          _________________________________Telephone No.: _________________________________**Address:** ______________________________________
                           
          (Street Address)                   
          _____________________________________                  
          _____________________________________                  
          (City and Province / State)                   
          _____________________________________                  
          (Country and Postal / Zip Code)


> IN WITNESS WHEREOF the Subscriber has executed, or
>     caused its duly authorized representative to execute, this Agreement as of
>     the ______ day of ______________________, 2005
>   
>   ________________________________________________
>         _____________________________________________Signature of Subscriber (if an individual)
>         Name of Subscriber (if not an individual)_____________________________________
>         Per:        
>           ______________________________________Name of Subscriber (if an individual)
>         (signature of authorized representative)______________________________________Name & Title of Authorized Representative

---

-3-

Subscribers must also complete and sign

- Schedule I (Confirmation of Relationship), if the Subscriber is NOT an
  accredited investor but is a director, senior officer or control person
  of the Company or a close personal friend, close business associate,
  spouse, parent, grandparent, sibling or child of a director, senior
  officer or control person of the Company resident in British Columbia
  or Alberta
- Schedule II (BC or Alberta Accredited Investor Confirmation), if the
  Subscriber is an accredited investor resident in British Columbia or
  Alberta
- Schedule III (Ontario Accredited Investor Confirmation), if the
  Subscriber is an accredited investor resident in Ontario
- Schedule IV (Confirmation by US Subscribers), if the Subscriber is
  resident in the United States of America

ACCEPTANCE

The foregoing is accepted and agreed to as of the ___________day
  of _________________________________, 2005

KIRKLAND LAKE GOLD INC.

Per:  ______________________________
           Authorized Signatory

---

SCHEDULE I

CONFIRMATION OF RELATIONSHIP

(For Subscribers who are NOT accredited investors but ARE
Directors, Senior Officers, Control Persons and Founders or their Close
Personal Friends, Close Business Associates and Relatives resident in
British Columbia or Alberta)

The Subscriber represents and warrants to the Company that the
Subscriber has read the following definitions from Multilateral Instrument
45-103 Capital Raising Exemptionsand certifies that the Subscriber has
the relationship(s) to the Company or its directors, senior officers or control
persons by virtue of the Subscriber being:

(initial one or more as applicable)

|_______ | (a) | a director, senior officer or control personof
        the Company, or of an affiliate of the Company;                                                                                                           
|------- | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |     |                                                                                                                                                                                                                  
|_______ | (b) | a spouse, parent, grandparent, brother, sister
        or child of a director, senior officer or control personof the
        Company, or of an affiliate of the Company;                                        
|        |     |                                                                                                                                                                                                                  
|_______ | (c) | a parent, grandparent, brother, sister or child of the
        spouseof a director, senior officer or control personof
        the Company, or of an affiliate of the Company;                                   
|        |     |                                                                                                                                                                                                                  
|_______ | (d) | a close personal friendof a director, senior
        officer or control personof the Company, or of an affiliate of
        the Company;                                                                         
|        |     |                                                                                                                                                                                                                  
|_______ | (e) | a close business associateof a director, senior
        officer or control personof the Company, or of an affiliate of
        the Company;                                                                      
|        |     |                                                                                                                                                                                                                  
|_______ | (f) | a founderof the Company or a spouse,
        parent, grandparent, brother, sister, child, close personal friendor close business associateof a founderof the Company;                                            
|        |     |                                                                                                                                                                                                                  
|_______ | (g) | a parent, grandparent, brother, sister, child of the
        spouseof a founderof the Company;                                                                                                                   
|        |     |                                                                                                                                                                                                                  
|_______ | (h) | a personor companyof which a majority
        of the voting securities are beneficially owned by, or a majority of the
        directors are, persons or companies described in paragraphs (a) to (g);
        or
|        |     |                                                                                                                                                                                                                  
|_______ | (i) | a trust or estate of which all of the beneficiaries
        or a majority of the trustees are persons or companies described in paragraphs
        (a) to (g).                                                   

and if (b), (c), (d), (e), (f), (g), (h) or (i) is initialled
the director, senior officer, control person or founder is:

_______________________________________________________________________
  (Print name of director, executive officer, control person or founder)

---

I - 2

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

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

|(a) | close business associate means an
        individual who has had sufficient prior business dealings with the director,
        senior officer or control personto be in a position to assess
        the capabilities and trustworthiness of the director, senior officer or
        control person.                                                                                                                                                                                                      
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | A casual business associate or a personintroduced
        or solicited for the purpose of purchasing securities is not a close business
        associate. An individual is not a close business associate solely because
        the individual is a client or former client. For example, an individual
        is not a close business associate of a registrant or former registrant
        solely because the individual is a client or former client of that registrant
        or former registrant.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | The relationship between the Subscriber and the director,
        senior officer or control personmust be direct. For example, the
        exemption is not available for a close business associate of a close business
        associate of a director, senior officer or control person.                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(b) | close personal friend means an individual
        who has known the director, senior officer or control personfor
        a sufficient period of time to be in a position to assess the capabilities
        and trustworthiness of the director, senior officer or control person.                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | An individual is not a close personal friend solely
        because                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | the individual is a member of the same organization, association
            or religious group, orthe individual is a client or former client.                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

|    | The relationship between the Subscriber and the director,
      senior officer or control personmust be direct. For example, the
      exemption is not available for a close personal friend of a close personal
      friend of the director, senior officer or control person.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                  
|(c) | company means any corporation, incorporated
      association, incorporated syndicate or other incorporated
    organization.                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                  
|(d) | control person means                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                  
|    | (i)                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                  
|    | (ii)                                                                                                                                                                                                                                                                             

---

I - 3

sufficient number of the voting rights attached to all
outstanding voting securities of the Company to affect materially the control of
the Company

and, if a person or combination of persons holds more
than 20% of the voting rights attached to all outstanding voting securities of
the Company, the person or combination of persons is deemed, in the
absence of evidence to the contrary, to hold a sufficient number of the voting
rights to affect materially the control of the Company.

|(e) | founder means a personor companywho,                                                                                                                                                                                                                           
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                  
|    | (i)                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                  
|    | (ii)                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                  
|(f) | person means an individual, partnership,
      unincorporated association, unincorporated syndicate, unincorporated
      organization, trust, trustee, executor, administrator or other legal
      representative.                                           
|    |                                                                                                                                                                                                                                                                  
|(g) | spouse means, in relation to an individual,
      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.

DATEDat _________________________________on ________________________________________,
  2005

| |                                                                                                                        
| | -----------------------------------------------------------------------------------------------------------------------
| | Name of Subscriber - please print                                                                                      
| |                                                                                                                        
| |                                                                                                                        
| | Authorized Signature                                                                                                   
| |                                                                                                                        
| |                                                                                                                        
| | Official Capacity - please print                                                                                       
| |                                                                                                                        
| |                                                                                                                        
| | Please print name of individual whose signature
      appears above, if different from name of Subscriber printed above



---

SCHEDULE II

ACCREDITED INVESTOR CONFIRMATION

( For accredited investors resident in British Columbia or
Alberta)

The Subscriber represents and warrants to the Company that the
Subscriber has read the following definition of an accredited investor
from Multilateral Instrument 45-103 Capital Raising Exemptions and
certifies that the Subscriber is an accredited investor by virtue of falling
into one or more of the categories indicated below:

(initial as applicable)

|_______ | (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 companyreferred
        to in paragraphs (a) to (c), if the person or companyowns 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 companyregistered 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 companyreferred to in paragraph (e);                                                                         
|        |     |                                                                                                                                                                                                                                                                               
|_______ | (g) | the government of Canada or a jurisdiction of Canada,
        or any crown corporation, agency or wholly-owned entityof 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;                                                           

---

II - 2

|_______ | (k) | an individual who, either alone or jointly with a spouse,
        beneficially owns, directly or indirectly, financial assetshaving
        an aggregate realizable value that before taxes, but net of any related
        liabilities, exceeds CDN$ 1,000,000;                                                                                                                                                                                
|------- | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|_______ | (l) | an individual whose net income before taxes exceeded
        CDN$ 200,000 in each of the two most recent years or whose net income
        before taxes combined with that of a spouseexceeded CDN$ 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,
        had net assets of at least CDN$ 5,000,000, and unless the person or companyis 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 companytrading as agent on behalf
        of a fully managed account if that person or companyis 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 entityorganized 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 companyin 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.                                                                                                                                                                          

The foregoing representations and warranties are true an
accurate as of the date of this certificate and will be true and accurate as of
Closing. If any such representations and warranties shall not be

---

II - 3

true and accurate prior to Closing, the Subscriber shall give
immediate written notice of such fact to the Company.

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

|(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 and
    securities.                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                     
|(d) | fully managed accountmeans an account for which
      a person or companymakes the investment decisions if that person
      or companyhas full discretion to trade in securities for the
      account without requiring the clients express consent to a
      transaction;                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                     
|(e) | 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
      securities.
|    |                                                                                                                                                                                                                                                                                                                                                                     
|(f) | non-redeemable investment fund means an
      issuer:                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                     
|    | (i)                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                     
|    | (ii)                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                     
|    | (ii)                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                     
|(g) | person means an individual, partnership,
      unincorporated association, unincorporated syndicate, unincorporated
      organization, trust, trustee, executor, administrator or other legal
      representative.                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                     
|(h) | related liabilities means liabilities incurred
      or assumed for the purpose of financing the acquisition or ownership of
      financial assetsand liabilities that are secured by financial
      assets.                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                     
|(i) | spouse means, in relation to an individual,
      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.                                                                                                   

In Multilateral Instrument 45-103 a person or company is
considered to be

---

II - 4

- an affiliated entity of another person or company if
    one is a subsidiary entityof the other, or if both are subsidiary
    entities of the same person or company, or if each of them is controlledby the same person or company.
- controlled by a person or company if,

| | (a)                                                            | in the case of a person or company,                                                                                                                                                                                    
| | -------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                |                                                                                                                                                                                                                        
| |                                                                | (i)                                                                                                                                                                                                                    
| |                                                                |                                                                                                                                                                                                                        
| |                                                                | (ii)                                                                                                                                                                                                                   
| |                                                                |                                                                                                                                                                                                                        
| | (b)                                                            | in the case of a partnership that does not
        have directors, other than a limited partnership, the second-mentioned
        person or company holds more than 50% of the interests in the partnership;
        or
| |                                                                |                                                                                                                                                                                                                        
| | (c)                                                            | in the case of a limited partnership, the
        general partner is the second-mentioned person or company.                                                                                                           
| |                                                                |                                                                                                                                                                                                                        
| | a subsidiary entity of
        another person or company if:
| |                                                                |                                                                                                                                                                                                                        
| | (a)                                                            | it is controlledby,                                                                                                                                                                                                    
| |                                                                |                                                                                                                                                                                                                        
| |                                                                | (i)                                                                                                                                                                                                                    
| |                                                                |                                                                                                                                                                                                                        
| |                                                                | (ii)                                                                                                                                                                                                                   
| |                                                                |                                                                                                                                                                                                                        
| |                                                                | (iii)                                                                                                                                                                                                                  

---

II - 5

| | (b) | it is a subsidiary entityof a person or company
      that is the others subsidiary entity.
| | --- | --------------------------------------------------------------------------------------------

DATEDat _________________________________on ________________________________________,
  2005

| |                                                                                                                        
| | -----------------------------------------------------------------------------------------------------------------------
| | Name of Subscriber - please print                                                                                      
| |                                                                                                                        
| |                                                                                                                        
| | Authorized Signature                                                                                                   
| |                                                                                                                        
| |                                                                                                                        
| | Official Capacity - please print                                                                                       
| |                                                                                                                        
| |                                                                                                                        
| | Please print name of individual whose signature
      appears above, if different from name of Subscriber printed above



---

SCHEDULE III

ACCREDITED INVESTOR CONFIRMATION

(For accredited investors resident in Ontario)

The Subscriber represents and warrants that the Subscriber has
read the following definition of an accredited investor from Ontario
Securities Commission Rule 45-501 Exempt Distributions and certifies that
the Subscriber is an accredited investor by virtue of falling into one or more
of the categories as indicated below:

(initial as applicable)

|_______ | (a) | a bank listed in Schedule I or II of the Bank Act(Canada), or an authorized foreign bank listed in Schedule III of
        that Act;                                                                                                                                          
|------- | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |     |                                                                                                                                                                                                                                                                               
|_______ | (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 Actor 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 caisses populaires, 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 companylicensed to do business as an insurance
        company in any jurisdiction;                                                                                                                                                                                         
|        |     |                                                                                                                                                                                                                                                                               
|_______ | (f) | a subsidiary of any companyreferred to in paragraph
        (a), (b), (c), (d) or (e), where the companyowns all of the voting
        shares of the subsidiary;                                                                                                              
|        |     |                                                                                                                                                                                                                                                                               
|_______ | (g) | a personor companyregistered 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);                                                                                                                                                                                                                        

---

III - 2

|_______ | (m) | an individual who beneficially owns, or who together
        with a spousebeneficially own, financial assetshaving
        an aggregate realizable value that, before taxes but net of any related
        liabilities, exceeds CDN$ 1,000,000;                                                                                                                     
|------- | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |     |                                                                                                                                                                                                                                                                                                                                                                     
|_______ | (n) | an individual whose net income before taxes exceeded
        CDN$ 200,000 in each of the two most recent years or whose net income
        before taxes combined with that of a spouseexceeded CDN$ 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 personor companyreferred
        to in paragraph (g), whether or not the individual 's registration is
        still in effect;                                                        
|        |     |                                                                                                                                                                                                                                                                                                                                                                     
|_______ | (p) | a promoter of the Company or an affiliated entityof a promoter of the Company;                                                                                                                                                                                                                                                                                      
|        |     |                                                                                                                                                                                                                                                                                                                                                                     
|_______ | (q) | a spouse, parent, grandparent or child of an
        officer, director or promoter of the Company;                                                                                                                                                                                                                                                                  
|        |     |                                                                                                                                                                                                                                                                                                                                                                     
|_______ | (r) | a personor companythat, in relation
        to the Company, is an affiliated entityor a personor companyreferred 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 fundor non-redeemable investment fund, that had
        net assets of at least CDN$ 5,000,000 as reflected in its most recently
        prepared financial statements;                                               
|        |     |                                                                                                                                                                                                                                                                                                                                                                     
|_______ | (u) | a personor companythat is recognized
        by the Ontario Securities Commission as an accredited investor;                                                                                                                                                                                                                                                        
|        |     |                                                                                                                                                                                                                                                                                                                                                                     
|_______ | (v) | a mutual fundor non-redeemable investment
        fundthat, in Ontario, distributes its securities only to persons
        or companies that are accredited investors;                                                                                                                                                                                              
|        |     |                                                                                                                                                                                                                                                                                                                                                                     
|_______ | (w) | a mutual fundor non-redeemable investment
        fundthat, in Ontario, distributes its securities under a prospectus
        for which a receipt has been granted by the Director of the Ontario Securities
        Commission or if it has ceased distribution of its securities, has previously
        distributed securities in this manner;                   
|        |     |                                                                                                                                                                                                                                                                                                                                                                     
|_______ | (x) | a fully managed accountif it is acquiring a
        security that is not a security of a mutual fundor 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;                                                                                                          

---

III - 3

|_______ | (z)  | an entityorganized 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 personor companyin respect of which
        all of the owners of interests, direct or indirect, legal or beneficial,
        are persons or companies that are accredited investors.

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

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

|(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) | managed account means an investment portfolio
      account of a client established in writing with a portfolio adviserwho 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;                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                     
|(e) | 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
      securities;
|    |                                                                                                                                                                                                                                                                                                                                                                     
|(f) | non-redeemable investment fund means an
      issuer:                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                     
|    | (i)                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                     
|    | (ii)                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                     
|    | (ii)                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                     
|(g) | person means an individual, partnership,
      unincorporated association, unincorporated syndicate, unincorporated
      organization, trust, trustee, executor, administrator or other legal
      representative;                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                     
|(h) | portfolio adviser
means:                                                                                                                                                                                                                                                                                                                                          

---

III - 4

| | (i)  | a portfolio manager;                                                                                                                                                                                                                                                                                                                                                                  
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                                                                                                                       
| | (ii) | a broker or investment dealer exempted from registration
      as an adviser under subsection 148(1) of the regulation made under the
      Securities Act(Ontario) if that broker or investment dealer is not
      exempt from the by-laws or regulations of The Toronto Stock Exchange or
      the Investment Dealers Association of Canada referred to in that
      subsection;

|(i) | related liabilities means liabilities incurred
      or assumed for the purpose of financing the acquisition or ownership of
      financial assetsand liabilities that are secured by financial
      assets;                                                 
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                  
|(j) | 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;

In Ontario Securities Commission 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.

In Ontario Securities Commission Rule 45-501 a person or
company is considered to be

| | controlled by a personor companyif,
| | -------------------------------------
| |                                      
| | (a)                                  
| |                                      
| |                                      
| |                                      
| |                                      
| |                                      
| | (b)                                  
| |                                      
| | (c)                                  

| | a subsidiary entity of another personor
      companyif:
| | ----------------------------------------------------------
| |                                                           
| | (a)                                                       
| |                                                           
| |                                                           
| |                                                           
| |                                                           

---

III - 5

| | (iii) | two or more persons or companies, each of which is
      controlledby that, or
| | ----- | ------------------------------------------------------------------------------

| | (b) | it is a subsidiary entityof a personor companythat is the others subsidiary
      **entity**.
| | --- | ----------------------------------------------------------------------------------------------

DATEDat _________________________________on ________________________________________,
  2005

| |                                                                                                                        
| | -----------------------------------------------------------------------------------------------------------------------
| | Name of Subscriber - please print                                                                                      
| |                                                                                                                        
| |                                                                                                                        
| | Authorized Signature                                                                                                   
| |                                                                                                                        
| |                                                                                                                        
| | Official Capacity - please print                                                                                       
| |                                                                                                                        
| |                                                                                                                        
| | Please print name of individual whose signature
      appears above, if different from name of Subscriber printed above



---

SCHEDULE IV

CONFIRMATION BY US SUBSCRIBERS

(For Subscribers resident in the United States of
America)

The Subscriber hereby represents and warrants to the Company
that the Subscriber:

(initial as applicable)

|_______ | was not offered the
        Units and did not execute this Agreement in the United States of America
        (a Reg S Subscriber);
|------- | ------------------------------------------------------------------------------------------------------------------------------------

- or -

|_______ | was offered the Units or executed
        this Agreement in the United States of America and is an Accredited Investor,
        as defined in Rule 501(a) of Regulation D of the Securities Act of
        1933(United States), (a Rule 506 Subscriber) by
        virtue of satisfying one or more of the categories indicated below:
|------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                                                                                                                                                                                                                         
|        | (initial as applicable)                                                                                                                                                                                                                                                                                                                 



| | _______ | (a) | An organization described in section 501(c)(3) of the
        United States Internal Revenue Code, a corporation, a Massachusetts or
        similar business trust or partnership, not formed for the specific purpose
        of acquiring the Units, with total assets in excess of US$ 5,000,000;                                                                                                               
| | ------- | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |         |     |                                                                                                                                                                                                                                                                                                                                                                                                                     
| | _______ | (b) | A natural person whose individual net worth, or joint
        net worth with that persons spouse, at the date hereof exceeds US$
        1,000,000;                                                                                                                                                                                                                                                                
| |         |     |                                                                                                                                                                                                                                                                                                                                                                                                                     
| | _______ | (c) | A natural person who had an individual income in excess
        of US$ 200,000 in each of the two most recent years or joint income with
        that persons spouse in excess of US$ 300,000 in each of those years
        and has a reasonable expectation of reaching the same income level in
        the current year;                                                                                       
| |         |     |                                                                                                                                                                                                                                                                                                                                                                                                                     
| | _______ | (d) | A trust that (a) has total assets in excess of US$ 5,000,000,
        (b) was not formed for the specific purpose of acquiring the Offered Securities,
        and (c) is directed in its purchase of securities by a person who has
        such knowledge and experience in financial and business matters that they
        are capable of evaluating the merits and risks of an investment in the
        Units;

---

IV - 2

| | _______ | (e) | An investment company registered under the Investment
        Corporation Act of 1940(United States) or a business development
        company as defined in section 2(a)(48) of that Act;       
| | ------- | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |         |     |                                                                                                                                                                                                  
| | _______ | (f) | Small Business Investment Corporation licensed by the
        U.S. Small Business Administration under section 301(c) or (d) of the
        Small Business Investment Act of 1958(United States);
| |         |     |                                                                                                                                                                                                  
| | _______ | (g) | A private business development company as defined in
        section 202(a)(22) of the Investment Advisors Acts of 1940 (United
        States); or                                              
| |         |     |                                                                                                                                                                                                  
| | _______ | (h) | An entity in which all of the equity owners satisfy
        the requirements of one or more of the foregoing categories.                                                                         

DATEDat _________________________________on ________________________________________,
  2005

| |                                                                                                                        
| | -----------------------------------------------------------------------------------------------------------------------
| | Name of Subscriber - please print                                                                                      
| |                                                                                                                        
| |                                                                                                                        
| | Authorized Signature                                                                                                   
| |                                                                                                                        
| |                                                                                                                        
| | Official Capacity - please print                                                                                       
| |                                                                                                                        
| |                                                                                                                        
| | Please print name of individual whose signature
      appears above, if different from name of Subscriber printed above



---

SCHEDULE V

TERMS & CONDITIONS

1.Description of
Securities

The securities subscribed for hereunder shall be units
(Units), each Unit consisting of one common share in the capital of the
Company (collectively the Shares) and one-half of one non-transferable
common share purchase warrant (each whole warrant being a Warrant and
collectively the Warrants). Each Warrant shall entitle the holder
thereof to purchase one common share in the capital of the Company (collectively
the Warrant Shares), as presently constituted, during the period and
for the price described on the first page of this Agreement. The foregoing
description of the Warrants is a summary only and is subject to the detailed
provisions of the certificates representing the Warrants. The Units, Shares,
Warrants and Warrant Shares are herein collectively referred to as the
Securities.

The Securities will be subject to concurrent restricted
resale (hold) periods imposed by Multilateral Instrument 45-102Resale
of Securitiesof the Canadian Securities Administrators (the
Resale Instrument) and the policies of the Toronto Stock
Exchange (the Exchange) during which they may be resold
only in compliance with the Resale Instrument and the Exchanges policies. Such
restricted resale periods will expire at 11:59 p.m. on the four month
anniversary the Closing Date (as defined in paragraph 4). Subscribers are
advised to consult their own legal advisers in connection with any applicable
resale restrictions.

2.Payment of
Subscription Price

The total Subscription Price set out on the first page of this
Private Placement Subscription Agreement (the Agreement) must be paid
by money order, certified cheque or bank draft payable to the Company prior to
the Closing Date. Such aggregate Subscription Price shall be allocated to the
Shares and Warrants on the basis of CDN$ 0.01 to all of the Warrants and the
balance to the Shares.

3.Documents
Required

The Subscriber must complete, sign and deliver to the Company
an executed copy of this Agreement together with the following Schedules to this
Agreement:

| | (a) | Schedule I, a Confirmation of Relationship, if the
      Subscriber is not an accredited investor but is a director, senior officer
      or control person of the Company or a close personal friend, close
      business associate, spouse, parent, grandparent, sibling or child of a
      director, senior officer or control person of the Company resident in
      British Columbia or Alberta;
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                         
| | (b) | Schedule II, a British Columbia or Alberta Accredited
      Investor Confirmation, if the Subscriber is an accredited investor
      resident in British Columbia or Alberta;                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                         
| | (c) | Schedule III, an Ontario Accredited Investor
      Confirmation, if the Subscriber is an accredited investor resident in
      Ontario; and                                                                                                                                                                                                                                                             

---

V - 2

| | (d) | Schedule IV, a Confirmation by US Subscribers, if the
      Subscriber is resident in the United States of
America.
| | --- | -------------------------------------------------------------------------------------------------------------------

The Subscriber shall complete, sign and deliver to the Company
as soon as possible such further documents, questionnaires, notices and
undertakings as may be required by regulatory authorities, stock exchanges and
applicable law. The Company will file with the Exchange the Private Placement
Questionnaires and Undertakings of Subscribers whose subscriptions are
accepted.

4.Closing

Delivery and payment for the Units (the Closing) will
be completed at the offices of:

Kirkland Lake Gold Inc.Suite 300, 570 Granville Street Vancouver, British Columbia V6C
3P1

at 10:00 a.m. (Vancouver time) on the second business day (the
Closing Date) after the later of that day on which the Exchange has
given its approval to the Private Placement and the Company has received
sufficient subscriptions to complete the first tranche of the Private Placement.

On the Closing Date, certificates representing the Shares and
Warrants will be sent to the Subscriber against payment to the Company of the
total Subscription Price in Canadian funds for the Units.

5.Acknowledgements
of Subscriber

The Subscriber acknowledges that:

| | (a) | the Securities have not been registered under the United
      States Securities Act of 1933, as amended (the 1933 Act)
      or under any state securities or blue sky laws, and the Company has no
      obligation or present intention of filing a registration statement under
      the 1933 Act in respect of the Securities and therefore the Securities
      cannot be offered or sold in the United States of America without
      registration under the 1933 Act and the securities laws of all applicable
      states of the United States of America, unless an exemption from
      registration is available or registration is not required pursuant to
      Regulation S under the 1933 Act;
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (b) | the Subscribers decision to execute this Agreement and
      acquire the Units has not been based on any oral or written representation
      made by or on behalf of the Company or any consultant (the
      Consultant) who might have introduced the Subscriber to the
      Company and the Company has not provided any offering memorandum,
      prospectus, disclosure statement or registration statement to the
      Subscriber but such decision is based entirely upon the Subscribers
      review of information which has been filed by the Company with the various
      Canadian securities commissions under applicable securities legislation
      and the Exchange (the                   

---

V - 3

Public Record), including the
Companys most recent audited annual and unaudited interim financial statements
(collectively the Financial Statements), and the Subscribers knowledge
of the Companys affairs, and the Subscriber has had the opportunity to ask
questions of the Company and its advisors regarding the Company and its business
and financial condition and, as a result of all of the foregoing, the Subscriber
believes that it has received all the information which it considers necessary
for deciding whether to invest in the Units;

| | (c) | although the Consultant may have introduced the
      Subscriber to the Company, the Subscriber and the Company acknowledge and
      agree with, and for the benefit of, the Consultant (such acknowledgements
      and agreements to survive the Closing) that:                                                                                                                            
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                               
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                               
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                               
| |     | (iii)                                                                                                                                                                                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                               
| | (d) | the Company is entitled to rely on the statements and
      answers of the Subscriber contained in this Agreement and in the Schedules
      to this Agreement and the Subscriber will hold the Company and the
      Consultant harmless from any loss or damage they may suffer as a result of
      the Subscribers failure to correctly complete this Agreement and such
      Schedules;
| |     |                                                                                                                                                                                                                                                                                                                                                                                               
| | (e) | it has (or others for whom it is contracting hereunder
      have) been advised to consult their own legal advisers with respect to
      applicable resale restrictions and it is (or others for whom it is
      contracting hereunder are) solely responsible (and the Company is not in
      any way responsible) for compliance with applicable resale
      restrictions;              
| |     |                                                                                                                                                                                                                                                                                                                                                                                               
| | (f) | this Agreement is not enforceable by the Subscriber
      unless it has been accepted by the Company, it has been entered into by
      the Subscriber for valuable consideration and may not be revoked or
      withdrawn by the Subscriber and it is not assignable by the Subscriber
      without the written consent of the Company which consent may be
      unreasonably withheld;   
| |     |                                                                                                                                                                                                                                                                                                                                                                                               
| | (g) | no securities commission or similar regulatory authority
      has reviewed or passed on the merits of the Securities;                                                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                               
| | (h) | there is no government or other insurance covering the
      Securities;                                                                                                                                                                                                                                                                                                                      

---

V - 4

| | (i) | there are risks associated with the purchase of the
      Securities;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (j) | there are restrictions on the Subscribers ability to
      resell the Securities and it is the responsibility of the Subscriber to
      find out what those restrictions are and to comply with them before
      selling the Securities;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (k) | the Units are being offered for sale only on a private
      placement basis and the Company has advised the Subscriber that the
      Company is relying on exemptions (and such sales are conditional upon the
      existence of such exemptions or the receipt of such orders, consents and
      approvals as are necessary to make such sales exempt) from the
      requirements to provide the Subscriber with a prospectus or offering
      memorandum and to sell securities through a person registered to sell
      securities under the Securities Act(British Columbia),
      Securities Act(Alberta) and Securities Act(Ontario)
      (together with the respective rules, policies, instruments and orders
      thereunder, the BC Act, Alberta Act and Ontario
      Act, respectively), as the case may be, and, as a consequence of
      acquiring securities pursuant to these exemptions,
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |     | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (l) | pursuant to the Resale Instrument, the Securities will be
      subject to restrictions on transfer for a period of four months and a
      concurrent period of four months pursuant to the policies of the Exchange,
      in both cases from the Closing Date and thereafter the Securities may be
      subject to notice or other requirements under applicable securities
      legislation upon disposition; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (m) | pending the approval of the Private Placement by all
      securities regulatory authorities having jurisdiction and the Closing, the
      Subscription Funds may be used by the Company for its corporate purposes.
      Any interest income from the Subscription Funds shall be for the account
      of the Company regardless of whether the Private Placement is approved by
      such regulatory authorities. Should such regulatory authorities not
      approve the Private Placement the Subscription Funds shall be repaid to
      the Subscriber on demand without interest or
deduction.                                                                                                                                                                                                                                                                                                                  

---

V - 5

6.Representations,
Warranties and Covenants of the Subscriber

The Subscriber hereby represents, warrants and covenants to the
Company (which representations, warranties and covenants shall survive Closing)
that:

| | (a) | if the Subscriber is purchasing the Units as principal
      for its own account, the Subscriber is purchasing them for investment only
      and not for the benefit of any other person or for resale, distribution or
      other disposition of the Securities and is resident
in:
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

British Columbia
Subscribers

British Columbia and is

| | (i)    | purchasing a sufficient number of such securities that
      the aggregate acquisition cost is not less than CDN$ 150,000;                                                                                                                                                                                           
| | ------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |        |                                                                                                                                                                                                                                                                                                                      
| | (ii)   | a senior officer, director or employee of the Company or
      an affiliate of the Company, and has not been induced to purchase such
      securities by expectation of employment or continued employment, or an
      issuer all of the voting securities of which are owned by one or more of
      such persons;
| |        |                                                                                                                                                                                                                                                                                                                      
| | (iii)  | a director, senior officer or control person of the
      Company, or of an affiliate of the Company;                                                                                                                                                                                                                
| |        |                                                                                                                                                                                                                                                                                                                      
| | (iv)   | a spouse, parent, grandparent, brother, sister or child
      of a director, senior officer or control person of the Company, or of an
      affiliate of the Company;                                                                                                                                               
| |        |                                                                                                                                                                                                                                                                                                                      
| | (v)    | a close personal friend of a director, senior officer or
      control person of the Company, or of an affiliate of the
Company;                                                                                                                                                                                     
| |        |                                                                                                                                                                                                                                                                                                                      
| | (vi)   | a close business associate of a director, senior officer
      or control person of the Company, or of an affiliate of the
  Company;                                                                                                                                                                                
| |        |                                                                                                                                                                                                                                                                                                                      
| | (vii)  | a person or corporation that is wholly-owned by any
      combination of persons or corporations described in paragraphs (iii) to
      (vi); or                                                                                                                                                                     
| |        |                                                                                                                                                                                                                                                                                                                      
| | (viii) | an accredited investor under the BC
Act.                                                                                                                                                                                                                                                                             

-or-

Alberta Subscribers

Alberta and is

| | (ix) | purchasing a sufficient number of such securities that
      the aggregate acquisition cost is not less than CDN$
  150,000;
| | ---- | ----------------------------------------------------------------------------------------------------------------------------

---

V - 6

| | (x)    | is an employee of the Company or an affiliate of the
      Company, and has not been directly or indirectly required by the employer
      to purchase such securities or the Subscriber is a senior officer or
      director of the Company or an affiliate of the Company;
| | ------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |        |                                                                                                                                                                                                                                                                              
| | (xi)   | a director, senior officer or control person of the
      Company, or of an affiliate of the Company;                                                                                                                                                                        
| |        |                                                                                                                                                                                                                                                                              
| | (xii)  | a spouse, parent, grandparent, brother, sister or child
      of a director, senior officer or control person of the Company, or of an
      affiliate of the Company;                                                                                                       
| |        |                                                                                                                                                                                                                                                                              
| | (xiii) | a close personal friend of a director, senior officer or
      control person of the Company, or of an affiliate of the
Company;                                                                                                                                             
| |        |                                                                                                                                                                                                                                                                              
| | (xiv)  | a close business associate of a director, senior officer
      or control person of the Company, or of an affiliate of the
  Company;                                                                                                                                        
| |        |                                                                                                                                                                                                                                                                              
| | (xv)   | a person or corporation that is wholly-owned by any
      combination of persons or corporations described in paragraphs (xi) to
      (xiv); or                                                                                                                             
| |        |                                                                                                                                                                                                                                                                              
| | (xvi)  | an accredited investor under the Alberta
  Act.                                                                                                                                                                                                                              

-or-

Ontario Subscribers

| | (xvii) | Ontario and is an accredited investor under the Ontario
      Act.
| | ------ | ------------------------------------------------------------------

-or-

United States
Subscribers

the United States of America, or is
otherwise subject to the securities laws thereof, and:

| | (xviii) | understands the Securities have not and will not be
      registered under the 1933 Act or the securities laws of any state of the
      United States of America in which the Subscriber is resident and the sale
      contemplated hereby is being made in reliance on private placement
      exemptions to either Rule 506 Subscribers pursuant to Rule 506 of the 1933
      Act or Reg S Subscribers pursuant to Rule 903 of Regulation S of the 1933
      Act;
| | ------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (xix)   | if the Subscriber is a Rule 506 Subscriber the Subscriber
      is an Accredited Investor as set out in the attached Schedule IV
      Confirmation by US Subscribers;                                                                                                                                                                                                                                                                                               

---

V - 7

| | (xx)    | has no contract, undertaking, agreement or arrangement
      with any person to sell, transfer or pledge to such person, or anyone
      else, the Securities, or any part thereof, or any interest therein and the
      Subscriber has no present plans to enter into any such contract,
      undertaking, agreement or arrangement;                                                                                                                                                                    
| | ------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (xxi)   | if the Subscriber decides to offer, sell or otherwise
      transfer any of the Securities, will not offer, sell or otherwise transfer
      any of the Securities, directly or indirectly, unless the sale
  is:                                                                                                                                                                                                                                                                                          
| |         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |         | (A)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |         | (B)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |         | (C)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (xxii)  | acknowledges and agrees the Securities will be
      restricted securities under the 1933 Act inasmuch as they are being
      acquired from the Company in a transaction not involving a public offering
      and that under the Act and applicable regulations the Securities may be
      resold without registration under the 1933 Act only in certain limited
      circumstances;                                                                                                                
| |         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (xxiii) | understands and acknowledges that upon the issuance
      thereof, and unless and until such time as the same is no longer required
      under the applicable requirements of the 1933 Act or applicable United
      States state securities laws and regulations, the certificates
      representing any of the Shares and Warrant Shares (and all certificates
      issued in exchange therefor or in substitution thereof) shall bear, on the
      face of such certificates, the following legend:

> THE SECURITIES EVIDENCED BY THIS CERTIFICATE
>             HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT
>             OF 1933, AS AMENDED, (THE 1933 ACT) OR ANY APPLICABLE
>             STATE SECURITIES LAW. NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED,
>             ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED OR DISPOSED OF
>             WITHOUT (A) AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND
>             APPLICABLE UNITED STATES STATE SECURITIES

---

V - 8

> LAWS COVERING ANY SUCH TRANSACTION, OR (B) AN AVAILABLE
>             EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT.

| | (xxiv) | consents to the Company making a notation on its records
      or giving instructions to any transfer agent of the Company in order to
      implement the restrictions on transfer set forth herein;                                                                                                                                                                   
| | ------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |        |                                                                                                                                                                                                                                                                                                                                                                         
| | (xxv)  | acknowledges the Company has no obligation or present
      intention to file a registration statement under the 1933 Act in respect
      of the Securities and accordingly there are substantial restrictions on
      transferability of the Securities and it may not be possible to liquidate
      the Subscribers investment readily in case of any
  emergency;

| | (xxvi)  | acknowledges the Financial Statements have been prepared
      in accordance with Canadian generally accepted accounting principles,
      which differ in some respects from United States generally accepted
      accounting principles, and thus may not be comparable to financial
      statements of United States companies;                                                                                               
| | ------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |         |                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (xxvii) | the Subscriber will not engage in any directed selling
      efforts (as defined in Regulation S of the 1933 Act) in the United States
      of America in respect of the resale of the Securities, which includes any
      activities undertaken for the purpose of, or that could reasonably be
      expected to have the effect of, conditioning the market in the United
      States for the resale of the Securities; and

| | (xxviii) | the Subscriber has not subscribed for the Units as a
      result of any form of general solicitation or general advertising (as
      those terms are used in Regulation D under the 1933 Act), including
      advertisements, articles, notices or other communications published in any
      newspaper, magazine or similar media or broadcast over radio or
      television, or other form of telecommunications, including electronic
      display, or any seminar or meeting whose attendees have been invited by
      general solicitation or general advertising.
| | -------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

- or -

English Subscribers

England and:

| | (xxix) | falls within one of the categories of applicable English
      law in respect of which stamp duty or stamp duty reserve tax is not
      payable;              
| | ------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------
| |        |                                                                                                                                                                
| | (xxx)  | is of the kind of investor described in paragraph 2(a) of
      Article 7 of the Public Offers of Securities Regulations 1995and
      falls within one or more

---

V - 9

of the categories of investors set out
in Article 19 (Investment Professionals) or Article 49 (High net worth
companies, unincorporated associations, etc.) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2001;

| | (xxxi)   | is not applying for registration as, or as a nominee or
      agent for, a person who is or may be a person mentioned in sections 67 to
      72 inclusive and sections 93 to 97 inclusive of the Finance Act
      1986;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | -------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (xxxii)  | the Consultant is not acting for the Subscriber and it
      does not expect the Consultant to have any duties or responsibilities
      towards Subscriber for providing the protections afforded to customers or
      clients under the Conduct of Business Source Book of the Financial
      Services Authority (FSA) or advising the Subscriber with regard
      to the Private Placement, the Subscriber is not, and will not be, a
      customer or client of the Consultant as defined by the FSA Conduct of
      Business Source Book and the Consultant will not treat any payment by the
      Subscriber pursuant to this Agreement as client money governed by the FSA
      Conduct of Business Source Book; and
| |          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (xxxiii) | is aware of its obligations in connection with the
      Criminal Justice Act 1993, it has identified its clients in
      accordance with the Money Laundering Regulations 2003and it has
      complied fully with its obligations pursuant to those
  Regulations.                                                                                                                                                                                                                                                                                                                                                                                                                                                               

-or-

Other Subscribers

| | (xxxiv) | a jurisdiction other than any of the foregoing, as set
      out on the first page of this Agreement.
| | ------- | -----------------------------------------------------------------------------------------------------

| | (b) | if the Subscriber is not purchasing the Units for its own
      account but for one or more accounts that are fully managed by it, the
      Subscriber is duly authorized to enter into this Agreement and complete
      the transactions contemplated hereby and is:
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                        
| |     | (i)                                                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                        
| |     | (ii)                                                                                                                                                                                                                                                                   

---

V - 10

jurisdiction other than Canada and, in
either (1) or (2), is purchasing securities as an agent for accounts that are
fully managed by it; and

| | (iii) | resident in British Columbia or Alberta and the aggregate
      acquisition cost for such securities is not less than CDN$
  150,000;                      
| | ----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                            
| | (iv)  | resident in British Columbia, Alberta or Ontario and is
      an accredited investor under the BC Act, Alberta Act or Ontario Act,
      respectively; or
| |       |                                                                                                                                                            
| | (v)   | resident outside of Canada;                                                                                                                                

| | (c) | if the Subscriber is not purchasing the Units for its own
      account or one or more accounts that are fully managed by it but is
      purchasing them on behalf of certain principals for which it is acting as
      agent, it is duly authorized to enter into this Agreement and complete the
      transactions contemplated hereby and each such principal:                                                                                                                                          
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     | and the Subscriber acknowledges that the Company is
      required by law to disclose to certain regulatory authorities the identity
      of each such principal for whom it is acting and consents to such
      disclosure;                                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (d) | if the Subscriber is not an individual or a corporation
      and is purchasing pursuant to sub-paragraph (a)(i) or (a)(ix), each member
      of the partnership, syndicate or other unincorporated organization which
      is the beneficial purchaser, or each beneficiary of the trust which is the
      beneficial purchaser, as the case may be, is an individual who has an
      aggregate acquisition cost for the Units of at least CDN$ 150,000 if
      resident in British Columbia or Alberta;
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (e) | the subscriber is not a U.S. Person or a person in the
      United States and is not acquiring the Units for the account or benefit of
      a U.S. Person or a person in the United States. A U.S. Person is defined
      in Regulation S under the 1933 Act to be any person who is                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

---

V - 11

| | (iii) | any estate of which any executor or administrator is a
      U.S. Person,                                                                                                                                            
| | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                      
| | (iv)  | any trust of which any trustee is a U.S.
Person,                                                                                                                                                                     
| |       |                                                                                                                                                                                                                      
| | (v)   | any agency or branch of a foreign entity located in the
      United States,                                                                                                                                         
| |       |                                                                                                                                                                                                                      
| | (vi)  | any non-discretionary account or similar account (other
      than an estate or trust) held by a dealer or other fiduciary organized,
      incorporated or, if an individual, resident in the United States,
    and
| |       |                                                                                                                                                                                                                      
| | (vii) | any partnership or corporation if                                                                                                                                                                                    
| |       |                                                                                                                                                                                                                      
| |       | (A)                                                                                                                                                                                                                  
| |       |                                                                                                                                                                                                                      
| |       | (B)                                                                                                                                                                                                                  

| | (f) | the Subscriber is not acquiring the Units as a result of
      any information about the material affairs of the Company that is not
      generally known to the public except knowledge of this particular
      transaction;                                                                                                                                                                      
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                      
| | (g) | pursuant to the Resale Instrument and the policies of the
      Exchange the Subscriber will not transfer the Securities for a period of
      four months from the Closing Date except in compliance with the Resale
      Instrument and the policies of the Exchange and will comply with such
      notice and other requirements under applicable securities legislation upon
      disposition;
| |     |                                                                                                                                                                                                                                                                                                                                                                                                      
| | (h) | neither the Subscriber nor any party on whose behalf it
      is acting has been created, established, formed or incorporated solely, or
      is used primarily, to acquire securities or to permit the purchase of the
      Units without a prospectus in reliance on an exemption from the prospectus
      requirements of applicable securities legislation;                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                      
| | (i) | the Subscriber and any beneficial purchaser for whom it
      is acting are resident in the jurisdiction set out on the first page of
      this Agreement;                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                      
| | (j) | the entering into of this Agreement and the transactions
      contemplated hereby do not result in the violation of any of the terms and
      provisions of any law applicable to, or the constating documents of, the
      Subscriber or of any agreement, written or oral, to which the Subscriber
      may be a party or by which the Subscriber is or may be bound;                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                      
| | (k) | the Subscriber has the legal capacity and competence to
      enter into and execute this Agreement and to take all actions required
      pursuant hereto and, if the Subscriber is a corporation, it is duly
      incorporated and validly subsisting under the laws of
its                                                                                                                       

---

V - 12

jurisdiction of incorporation and all
necessary approvals by its directors, shareholders and others have been obtained
to authorize execution of this Agreement on behalf of the Subscriber;

| | (l) | the Subscriber has duly executed and delivered this
      Agreement and it constitutes a valid and binding agreement of the
      Subscriber enforceable against the Subscriber;                                                                                                                                                                                                         
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                          
| | (m) | this subscription by the Subscriber has not been induced
      by any representations or warranties by any person whatsoever with regard
      to the future value of the Securities;                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                          
| | (n) | to the best of its knowledge, none of the funds the
      Subscriber is using to purchase the Units                                                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                          
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                          
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                          
| | (o) | the Subscriber is an investor in securities of
      corporations in the development stage and acknowledges that it is able to
      fend for itself, can bear the economic risk of its investment and it has
      such knowledge and experience in financial or business matters such that
      it is capable of evaluating the merits and risks of the investment in the
      Units.

The foregoing representations, warranties and covenants are
made by the Subscriber with the intent that they be relied upon by the Company
in determining the Subscribers suitability as a purchaser of the Units and are
true and correct as of the date of this Agreement and the Closing Date. The
Subscriber hereby agrees to indemnify the Company and its directors, officers,
employees, advisors, affiliates, shareholders, partners and agents from and
against all losses, claims, costs, expenses and damages or liabilities
whatsoever including, but not limited to, any fees, costs and expenses
reasonably incurred in investigating, preparing or defending against any
litigation, administrative proceeding or investigation commenced or threatened
or any claim arising out of or based upon a breach of any such representations,
warranties and covenants which it may suffer or incur as a result thereof. The
Subscriber undertakes to immediately notify the Company of any change in any
representation, warranty or other information relating to the Subscriber set
forth herein which occurs before the Closing Date.

7.Representations
and Warranties of the Company

The Company represents and warrants to the Subscriber that, as
of the date of this Agreement and at the Closing:

| | (a) | the Company and its subsidiaries, if any, are valid and
      subsisting corporations duly incorporated, continued or amalgamated and in
      good standing under the laws of the
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

V - 13

jurisdictions in which they are
incorporated, continued or amalgamated with respect to all acts necessary to
maintain their corporate existence;

| | (b) | the Company has complied and will comply with all
      applicable corporate and securities laws and regulations in connection
      with the offer, sale and issuance of the Units;                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (c) | the Company is the beneficial owner of the properties,
      business and assets or the interests in the properties, business and
      assets referred to in the Public Record, except as disclosed in the Public
      Record all agreements by which the Company holds an interest in a
      property, business or asset are in good standing according to their terms,
      and there has not been any breach of the applicable laws of the
      jurisdictions in which such properties, business and assets are situated
      which would have a material adverse effect on such properties, business
      and assets;
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (d) | the Public Record and the representations contained in
      this Agreement are accurate in all material respects and omit no fact, the
      omission of which would make such representation misleading in light of
      the circumstances in which such representation was made;                                                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (e) | the Financial Statements accurately reflect the financial
      position of the Company as at the date thereof and no adverse material
      changes in the financial position of the Company have taken place since
      the date of the latest balance sheet contained in the Financial
      Statements, except as has been publicly disclosed;                                                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (f) | the issuance and sale of the Units by the Company does
      not and will not conflict with and does not and will not result in a
      breach of any of the terms, conditions or provisions of its constating
      documents or any agreement or instrument to which the Company is a
      party;                                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (g) | this Agreement has been duly authorized by all necessary
      corporate action on the part of the Company and, subject to acceptance by
      the Company, constitutes a valid obligation of the Company legally binding
      upon it and enforceable in accordance with its terms;                                                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (h) | the issuance of the Securities, at the time of their
      issue, will have been approved by all requisite corporate action and any
      shares comprising part of the Securities, upon issue and delivery, will be
      validly issued as fully paid and non-assessable;                                                                                                                                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (i) | the Company and its subsidiaries, if any, are duly
      registered or licensed to carry on business in the jurisdictions in which
      they are required to be so registered or licensed to carry on business or
      own property or assets;                                                                                                                                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (j) | neither the Company nor any of its subsidiaries, if any,
      is a party to any actions, suits or proceedings which could materially
      affect its business or financial condition, and, as at the date hereof, no
      such actions, suits or proceedings have been threatened
  or,                                                                                                                                                                                                                                                                                                                                      

---

V - 14

| |     | to the best of the Companys knowledge, are pending,
      except as disclosed in the Public Record;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (k) | no order ceasing or suspending trading in the Securities
      nor prohibiting sale of the Securities has been issued to and is
      outstanding against the Company or its directors, officers or promoters
      and to the best of the Companys knowledge no investigations or
      proceedings for such purposes are pending or threatened; and                                                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (l) | the Company is a reporting issuer under the BC Act,
      Alberta Act and Ontario Act, its common shares are listed for trading on
      the Exchange and there shall not be any consents, approvals,
      authorizations, orders or agreements of any stock exchanges, securities
      commissions or similar authorities in Canada, governmental agencies or
      regulators, courts or any other persons which may be required for the
      issuance of the Securities and the delivery of certificates representing
      the Securities to the Subscriber, not obtained and not in effect on the
      date of delivery of such certificates.

8.Legending of
Securities

The Subscriber hereby acknowledges that legends will be placed
upon the certificates representing the Securities to the effect that the
securities represented thereby are subject to hold or restricted resale periods
and may not be traded until the expiry thereof except as permitted under the
Resale Instrument, the policies of the Exchange and any other applicable
securities legislation, rules or policies.

9.Costs

The Subscriber acknowledges and agrees that all costs and
expenses incurred by the Subscriber (including any fees and disbursements of any
special counsel retained by the Subscriber) relating to the acquisition of the
Securities shall be borne by the Subscriber.

10.Governing
Law

This Agreement is governed by the laws of the province of
British Columbia and the federal laws of Canada applicable herein. The
Subscriber, in its personal or corporate capacity and, if applicable, on behalf
of each beneficial purchaser for whom it is acting, irrevocably attorn to the
jurisdiction of the courts of the province of British Columbia.

---

V - 15

11.Personal
Information

The Subscriber (on its own behalf and, if applicable, on behalf
of any person for whose benefit the Subscriber is subscribing) acknowledges and
consents to the Company:

| | (a) | collecting the Subscribers (and that of any person for
      whose benefit the Subscriber is subscribing) personal information for the
      purposes of completing the Subscribers subscription;                                                                                                        
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                            
| | (b) | retaining the personal information for as long as
      permitted or required by applicable law or business practices;
  and                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                            
| | (c) | providing to various governmental and regulatory
      authorities, as may be required by applicable securities laws, stock
      exchange rules, and the rules of the Investment Dealers Association, or to
      give effect to this agreement any personal information provided by the
      Subscriber.

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 persons for whose benefit the Subscriber is subscribing.

12.Survival

This Agreement including, without limitation, the
representations, warranties and covenants contained herein, shall survive and
continue in full force and effect and be binding upon the parties for a period
of one year after the Closing Date notwithstanding the completion of the
purchase of the Units by the Subscriber and any subsequent disposition by the
Subscriber of the Securities.

13.Assignment

This Agreement is not transferable or assignable.

14.Execution

The Company shall be entitled to rely on delivery by facsimile
machine of an executed copy of this Agreement and acceptance by the Company of
such facsimile copy shall be equally effective to create a valid and binding
agreement between the Subscriber and the Company in accordance with the terms
hereof.

15.Severability

The invalidity or unenforceability of any particular provision
of this Agreement shall not affect or limit the validity or enforceability of
the remaining provisions of this Agreement.

---

V - 16

16.Entire
Agreement

Except as expressly provided in this Agreement and in the
agreements, instruments and other documents contemplated or provided for herein,
this Agreement contains the entire agreement between the parties with respect to
the sale of the Units and there are no other terms, conditions, representations
or warranties, whether expressed, implied, oral or written, by statute, by
common law, by the Company, by the Subscriber, or by any third party.

17.Notice

Unless otherwise provided herein, any notice or other
communication to a party under this Agreement may be made, given or served by
registered mail, postage pre-paid, by telecopy or by delivery to the parties at
the addresses as set out in this Agreement. Any notice or other
communication:

| | (a) | mailed shall be deemed to have been received on the fifth
      business day following its mailing;               
| | --- | ------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                   
| | (b) | telecopied shall be deemed to have been received on the
      business day following the date of transmission; and
| |     |                                                                                                                   
| | (c) | delivered shall be deemed to have been received on the
      date of delivery.                                    

In the event of a postal strike or delay affecting mail
delivery, the date of receipt of any notice by mail is deemed to be extended by
the length of such strike or delay. Each party may change its address for
service at any time by providing notice in writing of such change to the other
party.

18.Securities Regulatory
Approval

This Agreement shall be subject to the approval of all
securities regulatory authorities having jurisdiction.

---