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KIRKLAND LAKE GOLD INC.

SUBSCRIPTION AGREEMENT FOR FLOW-THROUGH SHARES

|TO:     | KIRKLAND LAKE GOLD INC.     
|------- | ----------------------------
|        |                             
|AND TO: | FORT HOUSE INC.             
|        | OCTAGON CAPITAL CORPORATION 
|        | (collectively, the Agents)

The undersigned (the Subscriber) hereby
  irrevocably subscribes for and agrees to purchase from Kirkland Lake Gold Inc.
  (the Corporation) that number of flow-through Common Shares
  (the Flow-Through Shares) set out below at a price of $4.00
  per Flow-Through Share. The Subscriber agrees to be bound by the terms and conditions
  set forth in the attached Terms and Conditions of Subscription for Flow-Through
  Shares including without limitation the representations, warranties and
  covenants set forth in the applicable schedules attached thereto. The Subscriber
  further agrees, without limitation, that the Corporation and the Agents may
  rely upon the Subscribers representations, warranties and covenants contained
  in such documents.

SUBSCRIPTION AND SUBSCRIBER INFORMATION

Please print all information (other than signatures), as
  applicable, in the space provided below

|                                                                                                         |  |                                                                                                         
|-------------------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------
|                                                                                                         |  | Number of Flow-Through Shares:x
      $4.00                                                             
|(Name of Subscriber)                                                                                     |  |                                                                                                         
|                                                                                                         |  | =                                                                                                       
|                                                                                                         |  |                                                                                                         
|Account Reference (if applicable):                                                                       |  |                                                                                                         
|                                                                                                         |  | Aggregate Subscription Price: ____________________________________________                              
|By: _________________________________________________________________                                    |  | (the
      Subscription Price)                                                                        
|Authorized
      Signature                                                                               |  |                                                                                                         
|                                                                                                         |  |                                                                                                         
|                                                                                                         |  | If the Subscriber
      issigning as agentfor a principal(beneficialpurchaser)                          
|(Official Capacity or Title  if the Subscriber
      is not an individual)                              |  | and is not purchasing as trustee
      or agent for accounts fully managed by it,                       
|                                                                                                         |  | complete the following:                                                                                 
|                                                                                                         |  |                                                                                                         
|(Name of individual whose signature appears
      above if different than the                            |  |                                                                                                         
|name of the subscriber printed above.)                                                                   |  | (Name of Principal)                                                                                     
|                                                                                                         |  |                                                                                                         
|                                                                                                         |  |                                                                                                         
|(Subscribers Address, including Province)                                                               |  | (Principals Address)                                                                                   
|                                                                                                         |  |                                                                                                         
|                                                                                                         |  |                                                                                                         
|S.I.N. or Tax Account Number of Subscriber                                                               |  |                                                                                                         
|                                                                                                         |  |                                                                                                         
|                                                                                                         |  |                                                                                                         
|(Telephone Number)                                                                
      (Email Address) |  |                                                                                                         
|                                                                                                         |  |                                                                                                         
|                                                                                                         |  |                                                                                                         
|                                                                                                         |  |                                                                                                         
|Account Registration Information:                                                                        |  | Delivery Instructions:                                                                                  
|                                                                                                         |  |                                                                                                         
|                                                                                                         |  |                                                                                                         
|(Name)                                                                                                   |  | (Name)                                                                                                  
|                                                                                                         |  |                                                                                                         
|                                                                                                         |  | (Account Reference, if applicable)                                                                      
|                                                                                                         |  |                                                                                                         
|(Account Reference, if applicable)                                                                       |  |                                                                                                         
|                                                                                                         |  | (Address)                                                                                               
|                                                                                                         |  |                                                                                                         
|(Address, including Postal Code)                                                                         |  | (Contact Name)                                                                  (Telephone
      Number)
|                                                                                                         |  |                                                                                                         
|                                                                                                         |  |                                                                                                         
|Number and kind of securities
      of the Corporation held, if any:                                     |  | 1. State whether
      Subscriber is an insider of the Corporation:                                     
|                                                                                                         |  |                                                                                                         
|                                                                                                         |  | Yes    ** ̈**      No       ** ̈**                                                                        
|                                                                                                         |  |                                                                                                         
|                                                                                                         |  |                                                                                                         
|                                                                                                         |  |                                                                                                         
|                                                                                                         |  |                                                                                                         

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TERMS AND CONDITIONS OF SUBSCRIPTION FOR FLOW-THROUGH SHARES

ARTICLE 1 - INTERPRETATION

1.1Definitions

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

Agency Agreement means the Agency Agreement
  to be entered into between the Agents and the Corporation in respect of the
  Offering.

Agentsmeans Fort House Inc. and Octagon
  Capital Corporation.

Broker Warrants shall have the meaning
  ascribed to such term in Section 8.1.

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

Canadian Exploration Expense or CEE
  means an expense of the nature referred to in paragraphs (f) or (g) of the definition
  of Canadian exploration expense in subsection 66.1(6) of the Tax Act other than
  the cost of acquiring or obtaining the use of seismic data described in paragraph
  66(12.6)(b.1) of the Tax Act or any expenses for prepaid services or rent that
  do not qualify as outlays and expenses for the period as described in the definition
  "expense" in subsection 66(15) of the Tax Act.

Closing shall have the meaning ascribed
  to such term in Section 4.1.

Closing Date shall have the meaning ascribed
  to such term in Section 4.1.

Closing Time shall have the meaning ascribed
  to such term in Section 4.1.

Common Shares means the common shares in
  the capital of the Corporation.

Control Person means a person, company
  or combination of persons or companies described in clause (c) of the definition
  of distribution in subsection 1(1) of the Securities Act
  (Ontario).

Corporation means Kirkland Lake Gold Inc.
  and includes any successor corporation to or of the Corporation.

Flow-Through Mining Expenditure means an
  expense which is a flow-through mining expenditure as defined in
  subsection 127(9) of the Tax Act.

Flow-Through Shares means flow-through
  shares as defined in subsection 66(15) of the Tax Act.

Offering means the offering of up to $7,700,000
  of Flow-Through Shares pursuant to this Subscription Agreement and the Agency
  Agreement.

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

Prescribed Formsmeans the forms prescribed
  from time to time under subsection 66(12.7) of the Tax Act and under the applicable
  provision of the Taxation Act(Québec) as described in paragraph
  1.1(b) hereof filed or to be filed by the Corporation within the prescribed
  times renouncing to the Subscriber the Resource Expenses incurred pursuant to
  this Subscription Agreement and all parts or copies of such forms required by
  Revenue Canada and under the Taxation Act (Québec) as described
  in paragraph 1.1(b) hereof to be delivered to the Subscriber.

Prescribed Relationship means a relationship
  between the Corporation and the Subscriber where the Subscriber and the Corporation
  are related or otherwise do not deal at arms length for purposes of the
  Tax Act.

Resource Expense means an expense which
  is CEE, including a Flow-Through Mining Expenditure, which is incurred on or
  after the Closing Date and on or before the Termination Date which may be renounced
  by the Corporation pursuant to subsection 66(12.6) of the Tax Act with an effective
  date not later than December 31, 2003 and in respect of which, but for the renunciation,
  the Corporation would be entitled to a deduction from income for income tax
  purposes.

Revenue Canada means the Canada Customs
  and Revenue Agency.

Securities Laws means, as applicable, the
  securities laws, regulations, rules, rulings and orders in each of the provinces
  of Canada, the applicable policy statements issued by the securities regulators
  in each of the provinces and territories of Canada, and the rules of the TSX.

Subscriber means the subscriber for the
  Flow-Through Shares as set out on the face page of this Subscription Agreement.

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

Subscription Price shall have the meaning
  ascribed to such term on the face page of this Subscription Agreement.

Tax Actmeans the Income Tax Act
  (Canada), as amended, re-enacted or replaced from time to time.

Term Sheet means the term sheet delivered
  to potential purchasers of Flow-Through Shares, a copy of which is attached
  hereto as Schedule A.

Termination Date means December 31, 2004.

TSX means the Toronto Stock Exchange.

TSX Approval means the conditional approval
  of the Offering by the TSX.

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

U.S. Person shall have the meaning ascribed
  to such term in Rule 902(k) of Regulation S under the U.S. Securities Act.

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4

U.S. Securities Act means the United States
  Securities Act of 1933, as amended.

(b)
         Any reference to a word or term defined
  in the Tax Act shall include, for purposes of Québec income taxation,
  a reference to the equivalent word or term, if any, defined in the Taxation
  Act (Québec) as such act may be amended, reenacted or replaced from
  time to time. Any reference to the Tax Act or a provision thereof shall include,
  for purposes of Québec income taxation, a reference to the Taxation
  Act (Québec) or the equivalent provision thereof as such act may
  be amended, re-enacted or replaced from time to time. Any reference to a filing
  or similar requirement imposed under the Tax Act shall include, for purposes
  of Québec income taxation, a reference to the equivalent filing or similar
  requirement, where applicable, under the Taxation Act (Québec)
  as the Tax Act may be amended, re-enacted or replaced from time to time; provided
  that, if no filing or similar requirement is provided under the Taxation
  Act(Québec), a copy of any material filed under the Tax Act shall
  be filed with the Ministère de Revenue du Québec.

1.2Gender and Number

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

1.3Currency

Unless
  otherwise specified, all dollar amounts in this Subscription Agreement, including
  the symbol $, are expressed in Canadian dollars.

1.4Subdivisions, Headings and Table of Contents

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

ARTICLE 2 - SCHEDULES

2.1Description of Schedules

The
  following are the Schedules attached to and incorporated in this Subscription
  Agreement by reference and deemed to be a part hereof:

| | Schedule | A - | Term Sheet                                                                                                                 
| | -------- | ----- | ---------------------------------------------------------------------------------------------------------------------------
| | Schedule | B - | Certificate of an Accredited Investor                                                                                      
| | Schedule | C - | Certificate of an Eligible Purchaser                                                                                       
| | Schedule | D - | Manitoba Residents not purchasing as an Accredited
        Investor Only - Manitoba Form 8                                 
| | Schedule | E - | TSX Private Placement Questionnaire and Undertaking                                                                        
| | Schedule | F - | Saskatchewan Residents purchasing under the Family
        andFriends Exemption Only  Form 45-103F5 Report Acknowledgement

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5

ARTICLE 3 - SUBSCRIPTION AND DESCRIPTION OF FLOW-THROUGH
  SHARES

3.1Subscription for the Flow-Through Shares

The
  Subscriber hereby confirms its irrevocable subscription for and offer to purchase
  the Flow-Through Shares from the Corporation, on and subject to the terms and
  conditions set out in this Subscription Agreement, for the Subscription Price
  which is payable as described in Article 4.

3.2Description of Flow-Through Shares

Upon
  issue, the Flow-Through Shares will be flow-through shares as defined
  is subsection 66(15) of the Tax Act and are not and will not be prescribed shares
  within the meaning of section 6202.1 of the regulations to the Tax Act. The
  Corporation agrees to:

(a) incur or be deemed to incur Resource Expenses in an amount
  equal to the Subscription Price during the period from and after the Closing
  Date to and including December 31, 2004, 4/7ths of which shall qualify as Flow-Through
  Mining Expenditures; and

(b) renounce Resource Expenses as described in paragraph (a)
  equal to the Subscription Price to the Subscriber with an effective date of
  no later than December 31, 2003.

3.3Acceptance and Rejection of Subscription by the Corporation

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

ARTICLE 4 - CLOSING

4.Closing

Delivery
  and sale of the Flow-Through Shares and payment of the Subscription Price will
  be completed (the Closing) at the offices of the Corporations
  counsel, O'Neill & Company, Suite 1880 Royal Centre, 1055 West Georgia Street,
  Vancouver, British Columbia V6E 3P3 at 10:00 a.m. (Vancouver time) (the Closing
  Time) on November 14, 2003 or such other place or date or time as
  the Corporation and the Agents may agree (the Closing Date).
  If, prior to the Closing Time, the terms and conditions contained in this Subscription
  Agreement and the Agency Agreement have been complied with to the satisfaction
  of the Agents, or waived by the Agents, the Agents shall deliver to the Corporation
  all completed Subscription Agreements and payment of the aggregate Subscription
  Price for all of the Flow-Through Shares sold pursuant to the Agency Agreement
  against delivery by the Corporation of certificates representing the Flow-Through
  Shares and such other documentation as may be required pursuant to the Subscription
  Agreement and the Agency Agreement.

If,
  prior to the Closing Time, the terms and conditions contained in this Subscription
  Agreement (other than delivery by the Corporation to the Subscriber of certificates
  representing the Flow-Through Shares) and the Agency Agreement have not been
  complied with to the satisfaction of the

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6

Agents, or waived by them, the Agents, the Corporation and
  the Subscriber will have no further obligations under this Subscription Agreement.

4.2Conditions of Closing

The
  Offering is conditional upon, among other things, the Corporation obtaining
  TSX Approval.

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

| | (a) | payment by the Subscriber of the Subscription
        Price by certified cheque or bank draft in Canadian dollars payable to
        Fort House Inc.;
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                        
| | (b) | the Subscriber having properly completed,
        signed and delivered this Subscription Agreement to:                                                 

| |  |  |  | Fort House Inc.            
| |  |  |  | ---------------------------
| |  |  |  | 130 King Street West       
| |  |  |  | Suite 3690                 
| |  |  |  | Toronto, Ontario M5X 1C7   
| |  |  |  |                            
| |  |  |  | Attention: Lestra M. Sedman
| |  |  |  | Fax: (416) 869-8650        

| | (c) | the Subscriber having properly
        completed, signed and delivered one of either Schedule B,
        or C, as applicable:
| | --- | ---------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                  
| |     | (i)                                                                                                                              
| |     |                                                                                                                                  
| |     | (ii)                                                                                                                             

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| |     |                                                                                                                                                                                                                                                                                                                                                        | in Ontario and not subscribing
        under the criteria set-out in Schedule B,a duly completed
        and executed certificate as set forth in Schedule C evidencing
        the Subscribers (and, if the Subscriber is acting as agent for another
        person, such other persons) status as an eligible purchaser;
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                  
| | (d) | if the Subscriber is a resident
        in or otherwise subject to the Securities Laws in the Province of Manitoba
        and is not subscribing under the criteria set out in Schedule B,
        the Subscriber having properly completed, signed and delivered the Manitoba
        Form 8 attached as Schedule D;                            
| |     |                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                  
| | (e) | if the Subscriber is a resident
        in or otherwise subject to the Securities Laws in the Province of Saskatchewan
        and is subscribing under the Family and Friends Exemption, the
        Subscriber having properly completed, signed and delivered the Form 45-103F5
        Report Acknowledgement attached hereto as Schedule E; and
| |     |                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                  
| | (f) | the Subscriber having properly
        completed, signed and delivered the TSX Private Placement Questionnaire
        and Undertaking set out as Schedule F hereto.                                                                                                                                                                                

4.3Authorization of the Agents

The
  Subscriber irrevocably authorizes the Agents in their discretion, to act as
  the Subscribers representative at the Closing, and hereby appoints the
  Agents, with full power of substitution, as its true and lawful attorney with
  full power and authority in the Subscribers place and stead:

| | (a) | to receive certificates representing
        the Flow-Through Shares, to execute in the Subscribers name and
        on its behalf all closing receipts and required documents, to complete
        and correct any errors or omissions in any form or document provided by
        the Subscriber in connection with the subscription for the Flow-Through
        Shares and to exercise any rights of termination contained in the Agency
        Agreement;
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (b) | to extend such time periods and to waive,
        in whole or in part, any representations, warranties, covenants or conditions
        for the Subscribers benefit contained in this Subscription Agreement,
        and the Agency Agreement or any ancillary or related document;                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (c) | to terminate this Subscription Agreement
        if any condition precedent is not satisfied, in such manner and on such
        terms and conditions as the Agents in their sole discretion may determine;
        and                                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (d) | without limiting the generality of the
        foregoing, to negotiate, settle, execute, deliver and amend the Agency
        Agreement.                                                                                                                                                                                                                                                                                                                        

ARTICLE 5 - REPRESENTATIONS AND WARRANTIES OF THE CORPORATION

5.1Representations, Warranties and Covenants of the Corporation

The
  Corporation hereby represents and warrants to, and covenants with the Subscriber
  as follows and acknowledges that the Subscriber is relying on such representations
  and warranties in connection with the transactions contemplated herein:

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| | (a) | Upon issue, the Flow-Through
        Shares will be "flow-through shares" as defined in subsection 66(15) of
        the Tax Act and are not and will not be prescribed shares within the meaning
        of section 6202.1 of the regulations to the Tax Act and the applicable
        provisions of the Taxation Act(Québec). The Corporation
        does not have and will not have prior to the Termination Date a Prescribed
        Relationship with the Subscriber and, if the Subscriber is a partnership,
        any partner or limited partner of the partnership.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (b) | The Corporation is a "principal-business
        corporation" as defined in subsection 66(15) of the Tax Act and will continue
        to be a "principal-business corporation" until such time as all of the
        Resource Expenses required to be renounced under this Subscription Agreement
        have been incurred and validly renounced pursuant to the Tax Act.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (c) | The Corporation has no reason
        to believe that it will be unable to incur, on or after the Closing Date
        and on or before the Termination Date or that it will be unable to renounce
        to the Subscriber effective on or before December 31, 2003, Resource Expenses
        in an aggregate amount equal to the Subscription Price and the Corporation
        has no reason to expect any reduction of such amount by virtue of subsection
        66(12.73) of the Tax Act.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (d) | The Corporation hereby agrees
        to incur Resource Expenses in an amount equal to the Subscription Price
        on or before the Termination Date in accordance with this Subscription
        Agreement and agrees to renounce to the Subscriber, with an effective
        date no later than December 31, 2003, pursuant to subsection 66(12.6)
        of the Tax Act, and, in respect of Resource Expenses incurred by the Corporation
        in 2004, pursuant to subsection 66(12.66) of the Tax Act, Resource Expenses
        in an amount equal to the Subscription Price. For greater certainty, the
        Corporation may renounce to the Subscriber, with an effective date no
        later than December 31, 2003, either (i) Resource Expenses deemed to be
        incurred by it in 2003 pursuant to a renunciation to the Corporation by
        a corporation related to it, for purposes of the Tax Act, of Resource
        Expenses incurred by that corporation in 2003 if the renunciation by that
        corporation to the Corporation is pursuant to subsection 66(12.6) of the
        Tax Act and has an effective date in 2003, or (ii) Resource Expenses deemed
        to be incurred by it in 2004 pursuant to a renunciation to the Corporation
        by a corporation related to it, for the purposes of the Tax Act, of Resource
        Expenses incurred by that corporation in 2004 if the renunciation by that
        corporation to the Corporation is pursuant to subsection 66(12.66) of
        the Tax Act and has an effective date in 2004.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (e) | The Corporation shall deliver
        to the Subscriber, within the time prescribed under the Tax Act, the relevant
        Prescribed Forms, fully completed and executed, renouncing to the Subscriber
        Resource Expenses in an amount equal to the Subscription Price with an
        effective date of no later than December 31, 2003, such delivery constituting
        the authorization of the Corporation to the Subscriber to file such Prescribed
        Forms with the relevant taxation authorities.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (f) | The Resource Expenses to
        be renounced by the Corporation to the Subscriber:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

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9

| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | will not include expenses that are "Canadian
        exploration and development overhead expenses" (as defined in the Regulations
        to the Tax Act for purposes of paragraph 66(12.6)(b) of the Tax Act) of
        the Corporation or amounts which constitute specified expenses for seismic
        data described in paragraph 66(12.6)(b.1) of the Tax Act or any expenses
        for prepaid services or rent that do not qualify as outlays and expenses
        for the period as described in the definition of "expense" in subsection
        66(15) of the Tax Act;
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | will not include any amount that has
        previously been renounced by the Corporation to the Subscriber or to any
        other Person;                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     | (iv)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | would be deductible by the Corporation
        in computing its income for the purposes of Part I of the Tax Act but
        for the renunciation to the Subscriber; and                                                                                                                                                                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     | (v)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | will not be subject to any reduction
        under subsection 66(12.73) of the Tax Act.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (g) | The Corporation shall not
        reduce the amount renounced to the Subscriber pursuant to subsection 66(12.6)
        of the Tax Act.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (h) | The Corporation shall not
        be subject to the provisions of subsection 66(12.67) of the Tax Act in
        a manner which impairs its ability to renounce Resource Expenses to the
        Subscriber in an amount equal to the Subscription Price.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (i) | If the Corporation receives,
        or becomes entitled to receive, any government assistance which is described
        in paragraph (a) of the definition of "excluded obligation" in subsection
        6202.1(5) of the Regulations to the Tax Act and the receipt of or entitlement
        to receive such government assistance has or will have the effect of reducing
        the amount of CEE validly renounced to the Subscriber hereunder to less
        than the Subscription Price, the Corporation shall remit to the Subscriber
        the benefit of all amounts received or receivable in respect of such government
        assistance to the extent of such reduction.                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (j) | The Corporation shall use
        the proceeds of the Offering to finance exploration expenditures on its
        properties in and around Kirkland Lake, Ontario.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (k) | The Corporation shall file
        with Revenue Canada the form prescribed by subsection 66(12.68) of the
        Tax Act, together with a copy of this Subscription Agreement, within the
        time period prescribed by the Tax Act.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (l) | The Corporation covenants
        and agrees that if the Corporation fails to renounce Resource Expenses
        to the Subscriber in an amount equal to the Subscription Price with an
        effective date no later than December 31, 2003, or if the amount renounced
        is reduced pursuant to subsection 66(12.73) of the Tax Act (except as
        a result of any amendment to the Tax Act), the Corporation shall indemnify
        the Subscriber as to and pay in settlement thereof to the Subscriber,
        an amount equal to the amount of any tax payable under the Tax Act (and
        any corresponding provincial tax legislation) by the Subscriber as a consequence
        of such failure to renounce or such reduction, as the case may be.

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10

| | (m) | The Subscriber shall have the benefit of the representations
        and warranties made by the Corporation to the Agents and set forth in
        the Agency Agreement. Such representations and warranties shall form an
        integral part of this Subscription Agreement and shall survive the closing
        of the purchase and sale of the Flow-Through Shares and shall continue
        in full force and effect for the benefit of the Subscriber in accordance
        with the Agency Agreement.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

ARTICLE 6- ACKNOWLEDGEMENTS, COVENANTS, REPRESENTATIONS
  AND WARRANTIES OF THE SUBSCRIBER

6.1Acknowledgements, Representations, Warranties and Covenants of the Subscriber

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

| | (a) | The Subscriber and each beneficial person
        for whom it is acting is a resident in the jurisdiction set out on the
        face page of this Subscription Agreement. Such address was not created
        and is not used solely for the purpose of acquiring the Flow-Through Shares
        and the Subscriber and any beneficial person was solicited to purchase
        in such jurisdiction.                                                                                                                                                                                                                                                       
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (b) | The Subscriber has properly completed,
        executed and delivered within applicable time periods to the Corporation
        the applicable certificate(s) (dated as of the date hereof) set forth
        in Schedules B through F and the information contained
        therein is true and correct.                                                                                                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (c) | The representations, warranties and
        covenants contained in the applicable Schedules will be true and correct
        both as of the date of execution of this Subscription Agreement and as
        of the Closing Time.                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (d) | The Subscriber or any person for whom
        it is acting is neither a U.S. Person nor subscribing for the Flow-Through
        Shares for the account of a U.S. Person or for resale in the United States
        and the Subscriber confirms that the Flow-Through Shares have not been
        offered to the Subscriber in the United States and that this Subscription
        Agreement has not been signed in the United States.                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (e) | Neither the Subscriber nor any person
        for whom it is acting will offer, sell or otherwise dispose of the Flow-Through
        Shares in the United States or to a U.S. Person unless the Corporation
        has consented to such offer, sale or distribution and such offer, sale
        or disposition is made in accordance with an exemption from the registration
        requirements under the U.S. Securities Act and the securities laws of
        all applicable states of the United States or the U.S. Securities and
        Exchange Commission has declared effective a registration statement in
        respect of such securities.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (f) | The Subscriber confirms that the Flow-Through
        Shares have not been offered to the Subscriber or any beneficial person
        for whom it is acting in the United States and that this Subscription
        Agreement has not been signed in the United States.                                                                                                                                                                                                                                                                                                                                                                                        

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11

| | (g) | If the Subscriber, or any beneficial
        person for whom it is acting, is not a person resident in Canada, the
        subscription for the Flow-Through Shares by the Subscriber, or such beneficial
        purchaser, does not contravene any of the applicable securities legislation
        in the jurisdiction in which the Subscriber or such beneficial person
        resides and does not give rise to any obligation of the Corporation or
        the Agents to prepare and file a prospectus or similar document or to
        register the Flow-Through Shares or to be registered with or to file any
        report or notice with any governmental or regulatory authority.                                                                                                                                                                                                                                                                                                                                                                           
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (h) | The execution and delivery of this Subscription
        Agreement, the performance and compliance with the terms hereof, the subscription
        for the Flow-Through Shares and the completion of the transactions described
        herein by the Subscriber will not result in any material breach of, or
        be in conflict with or constitute a material default under, or create
        a state of fact which, after notice or lapse of time, or both, would constitute
        a material default under any term or provision of the constating documents,
        by-laws or resolutions of the Subscriber, the Securities Laws or any other
        laws applicable to the Subscriber, any agreement to which the Subscriber
        is a party, or any judgment, decree, order, statute, rule or regulation
        applicable to the Subscriber.                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (i) | The Subscriber is subscribing for the
        Flow-Through Shares as principal for its own account and not for the benefit
        of any other person (within the meaning of applicable Securities Laws)
        and not with a view to the resale or distribution of all or any of the
        Flow-Through Shares or if it is not subscribing as principal, it acknowledges
        that the Corporation may be required by law to disclose to certain regulatory
        authorities the identity of each beneficial Subscriber for the Flow-Through
        Shares for whom it is acting.                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (j) | In the case of a subscription for the
        Flow-Through Shares by the Subscriber acting as trustee or agent (including,
        for greater certainty, a portfolio manager or comparable adviser) for
        a principal, the Subscriber is duly authorized to execute and deliver
        this Subscription Agreement and all other necessary documentation in connection
        with such subscription on behalf of each such beneficial person, each
        of whom is subscribing as principal for its own account, not for the benefit
        of any other person and not with a view to the resale or distribution
        of the Flow-Through Shares and this Subscription Agreement has been duly
        authorized, executed and delivered by or on behalf of and constitutes
        a legal, valid and binding agreement of, such principal, and the Subscriber
        acknowledges that the Corporation and the Agents may be required by law
        to disclose the identity of each beneficial Subscriber for whom the Subscriber
        is acting.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (k) | In the case of a subscription for the
        Flow-Through Shares by the Subscriber acting as principal, this Subscription
        Agreement has been duly authorized, executed and delivered by, and constitutes
        a legal, valid and binding agreement of, the Subscriber. This Subscription
        Agreement is enforceable in accordance with its terms against the Subscriber
        and any beneficial purchasers on whose behalf the Subscriber is acting.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

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12

| | (l) | If the Subscriber is:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (m) | Other than the Agents, there
        is no person acting or purporting to act in connection with the transactions
        contemplated herein who is entitled to any brokerage or finders
        fee. If any person establishes a claim that any fee or other compensation
        is payable in connection with this subscription for the Flow-Through Shares,
        the Subscriber covenants to indemnify and hold harmless the Corporation
        and the Agents with respect thereto and with respect to all costs reasonably
        incurred in the defence thereof.                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (n) | The Subscriber is not and
        after the Closing will not be, with respect to the Corporation or any
        of its affiliates, a Control Person.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (o) | If required by applicable
        Securities Laws or the Corporation, the Subscriber will execute, deliver
        and file or assist the Corporation in filing such reports, undertakings
        and other documents with respect to the issue of the Flow-Through Shares
        as may be required by any securities commission, stock exchange or other
        regulatory authority.                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (p) | In addition to compliance
        with the restrictions on resale under applicable Securities Laws to which
        the Flow-Through Shares may be subject, if the Subscriber is a resident
        of either Ontario or Manitoba (and, in the case of Manitoba, is not purchasing
        as an accredited investor) at the time of such initial trade,
        the Subscriber is required to file with the Ontario Securities Commission
        or the Manitoba Securities Commission, as applicable, within 10 days of
        the initial trade (other than a trade otherwise exempted from the prospectus
        requirements) in any of the Flow-Through Shares, a report in Form 45-501F2,
        in the case of Ontario residents, or Form 8A, in the case of Manitoba
        residents, along with the applicable fee.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (q) | The Subscriber, and each
        beneficial person for whom it is contracting hereunder, have been advised
        to consult their own legal and tax advisors with respect to trading in
        the Flow-Through Shares, the resale restrictions imposed by the Securities
        Laws of the province in which the Subscriber resides and other                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

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13

| |     | applicable securities laws
        and the tax consequences of purchasing the Flow-Through Shares, and acknowledges
        that no representation has been made respecting the applicable hold periods
        imposed by the Securities Laws other resale restrictions applicable to
        such securities which restrict the ability of the Subscriber (or others
        for whom it is contracting hereunder) to resell such securities or tax
        consequences of the Flow-Through Shares, that the Subscriber (or others
        for whom it is contracting hereunder) is solely responsible to find out
        what these restrictions and consequences are and the Subscriber is solely
        responsible (and neither the Corporation nor the Agents are in any way
        responsible) for compliance with applicable resale restrictions and the
        Subscriber is aware that it (or beneficial persons for whom it is contracting
        hereunder) may not be able to resell such securities except in accordance
        with limited exemptions under the Securities Laws and other applicable
        securities laws.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (r) | The Subscriber has not received
        or been provided with a prospectus, offering memorandum, within the meaning
        of the Securities Laws, or any sales or advertising literature in connection
        with the Offering and the Subscribers decision to subscribe for
        the Flow-Through Shares was not based upon, and the Subscriber has not
        relied upon, any verbal or written representations as to facts made by
        or on behalf of the Corporation or the Agents. The Subscribers decision
        to subscribe for the Flow-Through Shares was based solely upon the Term
        Sheet attached hereto as Schedule A and information about
        the Corporation which is publicly available (any such information having
        been obtained by the Subscriber without independent investigation or verification
        by the Agents).                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (s) | The Subscriber is not purchasing
        Flow-Through Shares with knowledge of material information concerning
        the Corporation which has not been generally disclosed.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (t) | No person has made any written
        or oral representations:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (u) | The subscription for the
        Flow-Through Shares has not been made through or as a result of, and the
        distribution of the Flow-Through Shares is not being accompanied by any
        advertisement, including without limitation in printed public media, radio,
        television or telecommunications, including electronic display, or as
        part of a general solicitation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (v) | There are risks associated
        with the purchase of and investment in the Flow-Through Shares and the
        Subscriber, and each beneficial person for whom it is contracting hereunder,
        is knowledgeable, sophisticated and experienced in business and financial
        matters and is capable of evaluating the merits and risks of an investment
        in the Flow-Through Shares, fully understands the restrictions on resale
        of the Flow-Through Shares and is able to bear the economic risk of an
        investment in the Flow-Through Shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

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14

6.2Acknowledgments of the Subscriber

The
  Subscriber, on its own behalf and, if applicable, on behalf of others for whom
  it is acting hereunder, acknowledges and agrees as follows:

| | (a) | The Subscriber has received
        a copy of the Term Sheet setting out the principal terms of the Offering.                                                                                                                                                                                                                                                                                                                                                                                                             
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (b) | No securities commission,
        agency, governmental authority, regulatory body, stock exchange or other
        regulatory body has reviewed or passed on the merits of the Flow-Through
        Shares.                                                                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (c) | The Flow-Through Shares
        shall be subject to statutory resale restrictions under the Securities
        Laws of the province in which the Subscriber resides and under other applicable
        securities laws, and the Subscriber covenants that it will not resell
        the Flow-Through Shares except in compliance with such laws and the Subscriber
        acknowledges that it is solely responsible (and neither the Corporation
        nor the Agents is in any way responsible) for such compliance.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (d) | The Subscribers ability
        to transfer the Flow-Through Shares is limited by, among other things,
        applicable Securities Laws.                                                                                                                                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (e) | The certificates representing
        the Flow-Through Shares will bear, as of the Closing Date, legends substantially
        in the following form and with the necessary information inserted:                                                                                                                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |     | In addition, the Flow-Through
        Shares will also bear a legend substantially in the following form:                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (f) | The Agents and their directors,
        officers, employees, agents and representatives assume no responsibility
        or liability of any nature whatsoever for the accuracy or adequacy of
        any such publicly available information concerning the Corporation or
        as to whether all information concerning the Corporation that is required
        to be disclosed or filed by the Corporation under the Securities Laws
        has been so disclosed or filed.                                      

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15

| | (g) | The Subscriber, and each beneficial
        person for whom it is contracting hereunder, shall execute, deliver, file
        and otherwise assist the Corporation and the Agents with filing all documentation
        required by the applicable Securities Laws to permit the subscription
        for the Flow-Through Shares and the issuance of the Flow-Through Shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (h) | The Corporation is relying on the representations,
        warranties and covenants contained herein and in the applicable Schedules
        attached hereto to determine the Subscribers eligibility to subscribe
        for the Flow-Through Shares under applicable Securities Laws and the Subscriber
        agrees to indemnify the Corporation, the Agents and each of their directors
        and officers against all losses, claims, costs, expenses, damages or liabilities
        which any of them may suffer or incur as a result of or arising from reliance
        thereon. The Subscriber undertakes to immediately notify the Corporation
        of any change in any statement or other information relating to the Subscriber
        set forth in such applicable Schedules which takes place prior to the
        Closing Time.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (i) | The Corporation is relying on an exemption
        from the requirement to provide the Subscriber with a prospectus under
        the Securities Laws and, as a consequence of acquiring the Flow-Through
        Shares pursuant to such exemption, certain protections, rights and remedies
        provided by the Securities Laws, including statutory rights of rescission
        or damages, will not be available to the Subscriber.                                                                                                                                                                                                                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (j) | Flow-Through Shares have not been and
        will not be registered under the U.S. Securities Act and may not be offered
        or sold in the United States or to U.S. Persons unless registered under
        such act or an exemption from the registration requirements of such act
        is available.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (k) | The Subscriber, and each beneficial
        person for whom it is contracting hereunder, is responsible for obtaining
        such legal and tax advice as it considers appropriate in connection with
        the execution, delivery and performance of this Subscription Agreement
        and the transactions contemplated under this Subscription Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (s) | There is no government or other insurance
        covering the Flow-Through Shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (t) | There are risks associated with the
        purchase of the Flow-Through Shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

6.3Reliance on Representations, Warranties, Covenants and Acknowledgements

The
  Subscriber acknowledges and agrees that the representations, warranties, covenants
  and acknowledgements made by the Subscriber in this Subscription Agreement are
  made with the intention that they may be relied upon by the Corporation and
  the Agents in determining the Subscribers eligibility (and, if applicable,
  the eligibility of others for whom the Subscriber is contracting hereunder)
  to purchase the Flow-Through Shares under the Securities Laws. The Subscriber
  further agrees that by accepting the Flow-Through Shares, the Subscriber shall
  be representing and warranting that such representations, warranties, acknowledgements
  and covenants are true as at the Closing Time with the same force and effect
  as if they had been made by the Subscriber at the Closing Time and that they
  shall survive the purchase by the Subscriber of the Flow-Through Shares and
  shall continue in full force and effect notwithstanding any subsequent disposition
  by the Subscriber of any of the Flow-Through Shares.

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16

ARTICLE 7 - SURVIVAL OF REPRESENTATIONS, WARRANTIES AND
  COVENANTS

7.1Survival of Representations, Warranties and Covenants of the Corporation

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

7.2Survival of Representations, Warranties and Covenants of the Subscriber

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

ARTICLE 8 - COMMISSION

8.1Commission to the Agents

The
  Subscriber understands that in connection with the issue and sale of the Flow-Through
  Shares pursuant to the Offering, the Agents will receive from the Corporation
  on Closing, a cash commission equal to 5% of the gross proceeds of the Offering.
  The Corporation will also grant to the Agents, non-assignable Broker Warrants
  equal to 5% of the number of Flow-Through Shares sold pursuant to the Offering.
  Each Broker Warrant shall be exercisable by the Agents to acquire one non-flow-through
  Common Share of the Corporation at a price of $3.60 per share for a period of
  24 months following the Closing Date. No other fee or commission is payable
  by the Corporation in connection with the completion of the Offering. However,
  the Corporation will pay certain fees and expenses of the Agents in connection
  with the Offering as set out in the Agency Agreement.

ARTICLE 9- MISCELLANEOUS

9.1Further Assurances

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

9.2Notices

| | (a) | Any notice, direction or
        other instrument required or permitted to be given to any party hereto
        shall be in writing and shall be sufficiently given if delivered personally,
        or transmitted by facsimile tested prior to transmission to such party,
        as follows:
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                 
| |     | (i)                                                                                                                                                                                                                                                                                             

---

17

| |  |      | Suite 300, 570 Granville Street                                               
| |  | ---- | ------------------------------------------------------------------------------
| |  |      | Vancouver, British Columbia                                                   
| |  |      | V6C 3P1                                                                       
| |  |      |                                                                               
| |  |      | Attention:    President                                                       
| |  |      | Fax:               
      (604) 681-4692                                      
| |  |      |                                                                               
| |  |      | with a copy to :                                                              
| |  |      |                                                                               
| |  |      | O'Neill & Company                                                             
| |  |      | Barristers & Solicitors                                                       
| |  |      | Suite 1880 Royal Centre                                                       
| |  |      | 1055 West Georgia Street                                                      
| |  |      | Vancouver, British Columbia                                                   
| |  |      | V6E 3P3                                                                       
| |  |      |                                                                               
| |  |      | Attention:    Michael Provenzano                                              
| |  |      | Fax:               
      (604) 687-5792                                      
| |  |      |                                                                               
| |  | (ii) | in the case of the Subscriber, at the address specified on
      the face page
| |  |      | hereof, with a copy to the Agents at:                                         
| |  |      |                                                                               
| |  |      | Fort House Inc.                                                               
| |  |      | The Exchange Tower                                                            
| |  |      | 130 King Street West                                                          
| |  |      | Suite 3690                                                                    
| |  |      | Toronto, Ontario M5X 1C7                                                      
| |  |      |                                                                               
| |  |      | Attention:    Dennis Wing                                                     
| |  |      | Fax:               
      (416) 869-8650                                      

| | (b) | Any such notice, direction or other instrument,
        if delivered personally, shall be deemed to have been given and received
        on the day on which it was delivered, provided that if such day is not
        a Business Day then the notice, direction or other instrument shall be
        deemed to have been given and received on the first Business Day next
        following such day and if transmitted by fax, shall be deemed to have
        been given and received on the day of its transmission, provided that
        if such day is not a Business Day or if it is transmitted or received
        after the end of normal business hours then the notice, direction or other
        instrument shall be deemed to have been given and received on the first
        Business Day next following the day of such transmission.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (c) | Any party hereto may change its address
        for service from time to time by notice given to each of the other parties
        hereto in accordance with the foregoing provisions.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

9.3Time of the Essence

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

---

18

9.4Costs and Expenses

Subject
  to Section 8.1 all costs and expenses (including, without limitation, the fees
  and disbursements of legal counsel) incurred in connection with this Subscription
  Agreement and the transactions herein contemplated shall be paid and borne by
  the party incurring such costs and expenses.

9.5Applicable Law

This
  Subscription Agreement shall be construed and enforced in accordance with, and
  the rights of the parties shall be governed by, the laws of the Province of
  Ontario and the laws of Canada applicable therein. Any and all disputes arising
  under this Subscription Agreement, whether as to interpretation, performance
  or otherwise, shall be subject to the non-exclusive jurisdiction of the courts
  of the Province of Ontario and each of the parties hereto hereby irrevocably
  attorns to the jurisdiction of the courts of such Province.

9.6Entire Agreement

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

9.7Counterparts

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

9.8Assignment

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

9.9Enurement

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

---

19

9.10Language

The
  parties hereto acknowledge and confirm that they have requested that this Subscription
  Agreement as well as all notices and other documents contemplated hereby be
  drawn up on the English language. Les parties aux présentes reconnaissent
  et conferment quelles ont convenu que la présente convention ainsi
  que tous les avis et documents qui sy rattachent soient rédigés
  dans la langue anglaise.

The Corporation hereby accepts the subscription for Flow-Through
  Shares as set forth on the face page of this Subscription Agreement on the terms
  and conditions contained in the Subscription Agreement (including all applicable
  schedules) this ______ day of November, 2003.



**KIRKLAND LAKE GOLD INC.**



Per: _____________________________
           Authorized Signing Officer

---

|SCHEDULE A
      TERM SHEET
      KIRKLAND LAKE GOLD INC.
      PRIVATE PLACEMENT OF FLOW-THROUGH SHARES
|----------------------------------------------------------------------------------------------------------
|                                                                                                          



|The Issuer:                  | Kirkland Lake Gold Inc.
        (the Corporation).                                                                                                                                                                                                                                                                                                                                                                                                          
|---------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|Description of the Offering: | placement of flow-through
        common shares (the Flow-Through Shares). The Agents shall
        use their best efforts to arrange for the purchase of the Flow-Through
        Shares from the Corporation on a private placement basis.                                                                                                                                                                                                                
|                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|Offering Amount:             | Up to $7 million of Flow-Through
        Shares. The Agents shall have the option to increase the size of the Offering
        in whole or in part by up to an additional $0.7 million through the issuance
        of Flow-Through Shares on a best efforts basis at any time prior to Closing
        Date upon written notice to the Company (the Option).                                                                                               
|                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|Agents:                      | Fort House Inc. and Octagon
        Capital Corporation (the Agents)                                                                                                                                                                                                                                                                                                                                                                                        
|                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|Issue Price:                 | $4.00 per Flow-Through
        Share.                                                                                                                                                                                                                                                                                                                                                                                                                         
|                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|Agents Commission:          | An amount equal to 5% of
        the gross proceeds of the Offering. In addition, the Company will grant
        to the Agents that number of compensation warrants (the Compensation
        Warrants) that is equal to 5% of the number of Flow-Through Shares
        sold. Each Compensation Warrant will be exercisable for one non-flow-through
        Common Share at a price of $3.60 for a period of 24 months following the
        Closing Date.
|                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|Agents Expenses:            | The Corporation will be
        responsible for all expenses of the Offering, including the reasonable
        fees and expenses of the Agents including the reasonable fees and disbursements
        of the Agents legal counsel (up to a maximum of $40,000, exclusive
        of disbursements and GST).                                                                                                                                                 
|                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|Minimum Subscription         | Minimum order in Quebec
        is $150,000; Subscribers in Alberta, British Columbia, Manitoba and Ontario
        will have no minimum subscription but must be accredited investors
        (as defined in Multilateral Instrument 45-103 Capital Raising Exemptionsof the Alberta, British Columbia, Saskatchewan and Manitoba (among
        others) Securities Commissions and in Rule 45-501 of the Ontario Securities
        Commission).          

---

2

|Use of Proceeds:        | The Corporation shall use
        the gross proceeds of the Offering for exploration expenses on the Corporations
        properties which qualify as Canadian Exploration Expenses (as such term
        is defined in the Income Tax Act(Canada)). The Corporation shall
        incur 4/7ths of the gross proceeds of the Offering on expenditures which
        qualify as Flow-Through Mining Expenditures (as such term is defined in
        the Income Tax Act (Canada)). The Corporation shall incur such
        expenses prior to December 31, 2004 and shall renounce such expenses with
        an effective date of no later than December 31, 2003.
|----------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|TSX Listing:            | The Company shall list
        the Flow-Through Shares and the Common Shares issuable upon exercise of
        the Compensation Options on the Toronto Stock Exchange, which listing
        such be conditionally approved prior to the Closing Date.                                                                                                                                                                                                                                                                                                                                                                                                             
|                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|Closing Date:           | November 14, 2003, or such
        other date as is agreed upon by the Agents and the Corporation (the Closing
        Date).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|Offering Jurisdictions: | Ontario and such other
        provinces of Canada as the Corporation and the Agents mutually agree (the
        Offering Jurisdictions).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|Resale Restrictions:    | The Flow-Through Shares
        will be issued pursuant to exemptions from prospectus requirements of
        applicable securities legislation and will be subject to resale restrictions
        under that legislation.                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                        | It is a condition of closing
        that the Corporation will be a qualifying issuer on the Closing
        Date under Multilateral Instrument 45-102 Resale of Securities.
        As a result, subscribers in the Offering Jurisdictions will be issued
        Flow-Through Shares subject to a four-month hold period from the Closing
        Date.                                                                                                                                                                                                                                                                                                        

---

3

SCHEDULE B

CERTIFICATE OF ACCREDITED INVESTOR

(Ontario, British Columbia, Alberta, Saskatchewan, Manitoba,
  
  Newfoundland and Labrador, Nova Scotia and Prince Edward Island)

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

|TO:     | Kirkland Lake Gold Inc. (the Corporation)                   
|------- | --------------------------------------------------------------
|        |                                                               
|AND TO: | Fort House Inc. and Octagon Capital Corporation (the Agents)

In
  connection with the purchase by the undersigned purchaser (the Subscriber)
  of flow-through shares (the Flow-Through Shares) of the Corporation,
  the Subscriber or the undersigned on behalf of the Subscriber, as the case may
  be, certifies that:

1.                     The
  Subscriber, or one or more beneficial purchasers for whom the Subscriber is
  acting, is (i) a resident of, or the purchase and sale of securities to the
  Subscriber is otherwise subject to the securities legislation of, Ontario and
  the Subscriber is (and will at the time of acceptance of the Subscription be)
  an accredited investor within the meaning of Ontario Securities Commission Rule
  45-501  Exempt Distributions (OSC Rule 45-501)
  (an Ontario Accredited Investor) or (ii) a resident of, or
  the purchase and sale of securities to the Subscriber is otherwise subject to
  the securities legislation of, Alberta, British Columbia, Manitoba, Saskatchewan,
  Nova Scotia or Prince Edward Island, and the Subscriber is (and will at the
  time of acceptance of the Subscription be) an accredited investor within the
  meaning of Multilateral Instrument 45-103  Capital Raising Exemptions
  (an MI 45-103 Accredited Investor) or (iii) a resident of,
  or the purchase and sale of securities to the Subscriber is otherwise subject
  to the securities legislation of Newfoundland and Labrador and the Subscriber
  is (and will at the time of acceptance of the Subscription be) an accredited
  investor within the meaning of Rule 45-501 Capital Raising Exemptions
  (a Newfoundland Accredited Investor).

2.                     The
  Subscriber is:

(PLEASE CHECK THE BOX OF THE APPLICABLE CATEGORY)

|** ̈** | (a) | an individual who, either alone or jointly
        with a spouse, beneficially owns, directly or indirectly, cash and securities
        and, in the case of Ontario Accredited Investors, contracts of insurance
        or deposit or evidence thereof that is not a security for the purposes
        of the Securities Act(Ontario) (collectively, financial
        assets) having an aggregate realizable value that, before taxes,
        but net of any liabilities incurred or assumed for the purpose of financing
        the acquisition or ownership of financial assets and liabilities that
        are secured by financial assets, exceeds $1,000,000;
|----- | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|** ̈** | (b) | an individual whose net income before
        taxes exceeded $200,000 in each of the two most recent years or whose
        net income before taxes combined with that of a spouse exceeded $300,000
        in each of the two most recent years and who, in either case, reasonably
        expects to exceed that net income level in the current year;                                                                                                                                                                                                                                                                                                                
|      |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|** ̈** | (c) | a company, corporation, limited partnership,
        limited liability partnership, trust or estate, other than a mutual fund
        or non-redeemable investment fund, that had net assets of at least $5,000,000
        as shown on its most recently prepared financial statements and, in respect
        of MI 45-103 Accredited Investors in British Columbia, an individual,
        partnership, party, fund, association and any other                                                                                                                                                                                                                         

---

4

|      |     | organized group of persons
        that had net assets of at least $5,000,000;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|----- | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|** ̈** | (d) | a person or company registered
        under the securities legislation, of a province of territory of Canada
        as an adviser or dealer, other than a limited market dealer under the
        Securities Act(Ontario) or the Securities Act(Newfoundland
        and Labrador);                                                                                                                                                                                                                                                                                                   
|      |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|** ̈** | (e) | an individual registered
        or formerly registered under the securities legislation, of a province
        or territory of Canada as a representative of a person or company referred
        to in paragraph (d), whether or not the individuals registration
        is still in effect;                                                                                                                                                                                                                                                                                        
|      |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|** ̈** | (f) | a bank listed in Schedule
        I or II of the Bank Act (Canada), a loan corporation or trust company
        or trust corporation registered under the Trust and Loan Companies Act
        (Canada) or under comparable legislation in any other province or territory
        of Canada or foreign jurisdiction, that, in each case, is authorized to
        carry on business in Canada or a province or territory thereof, or an
        authorized foreign bank listed in Schedule III of the Bank Act (Canada);                                                               
|      |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|** ̈** | (g) | the Business Development
        Bank of Canada incorporated under the Business Development Bank of Canada
        Act (Canada);                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|      |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|** ̈** | (h) | a co-operative credit society,
        credit union central, federation of caisse 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 and
        authorized to carry on business in Canada or province or territory thereof,
        or the Confédération des caisse populaire et dEconomie
        Desjardins du Québec or, in the case of British Columbia Accredited
        Investors and Alberta Accredited Investors, a treasury branch;
|      |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|** ̈** | (i) | except in respect of MI
        45-103 Accredited Investors, a company licensed and authorized to carry
        on business as an insurance company in any province or territory of Canada;                                                                                                                                                                                                                                                                                                                                                                                             
|      |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|** ̈** | (j) | a subsidiary
        (within the meaning of that expression as used in applicable securities
        laws) of any person or company referred to in paragraphs (f) to (i), if
        the person or company owns all of the voting securities of the subsidiary,
        (excluding, for MI 45-103 Accredited Investors and Newfoundland Accredited
        Investors, the voting securities required by law to be owned by directors
        of that subsidiary);                                                                                                                     
|      |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|** ̈** | (k) | the government of Canada
        or a province or territory, or any Crown corporation, agency or wholly
        owned entity of the government of Canada or a province or territory of
        Canada;                                                                                                                                                                                                                                                                                                                                                                                  
|      |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|** ̈** | (l) | a municipality in Canada
        and, in the case of MI 45-103 Accredited Investors and Newfoundland Accredited
        Investors, a public board or commission in Canada;                                                                                                                                                                                                                                                                                                                                                                                                              
|      |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|** ̈** | (m) | any national, federal,
        state, provincial, territorial or municipal government of or in any country
        other than Canada (or a political subdivision thereof), or any agency
        of that government;                                                                                                                                                                                                                                                                                                                                                                    
|      |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|** ̈** | (n) | 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
        of a province or territory of Canada;                                                                                                                                                                                                                                                                                                                                         
|      |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|** ̈** | (o) | a registered charity under
        the Income Tax Act (Canada) which, with respect to MI 45-103 Accredited
        Investors and Newfoundland Accredited Investors, has obtained advice from
        an adviser registered to provide advice on the securities being traded;                                                                                                                                                                                                                                                                                                            
|      |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|** ̈** | (p) | a mutual fund or non-redeemable
        investment fund (within the meaning of those expressions as used in the
        securities laws the applicable province of territory of Canada) that,
        in the local province of territory, distributes its securities only to
        persons or companies that are accredited investors;                                                                                                                                                                                                                                                
|      |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|** ̈** | (q) | a mutual fund or non-redeemable
        investment fund that, in the local province or territory distributes its
        securities under a prospectus for which the applicable securities regulator
        has issued or granted a receipt;                                                                                                                                                                                                                                                                                                                                           
|      |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|** ̈** | (r) | an entity organized in
        a country other than Canada (or a political subdivision thereof) that
        is                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

---

5

|      |                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                    | analogous to any of the entities referred
        to in paragraphs (d), (f), (g), (h), (i), (j) or (n) in form and function;
        or                                                                                                                                                                                                                      
|----- | ------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                              
|** ̈** | (s)                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                    | a person or company in respect of which
        all of the owners of interests, direct or indirect, legal or beneficial
        (excluding for MI 45-103 Accredited Investors and Newfoundland Accredited
        Investors, any voting securities required by law to be owned by directors),
        are persons or companies that are accredited investors;
|      |                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                              
|(t)   | in the case of a MI 45-103 Accredited Investor or a Newfoundland Accredited
      Investor:
|      |                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                              
|      | ** ̈**                                                                                       | (i)       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 province or territory of Canada or a foreign
        jurisdiction, trading as a trustee or agent on behalf of a fully managed
        account;                                                           
|      |                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                              
|      | ** ̈**                                                                                       | (ii)     a
        person or company trading as agent on behalf of a fully managed account
        if that person or company is registered or authorized to carry on business
        under the securities legislation of the local province or territory of
        Canada or a foreign jurisdiction as a portfolio manager or the equivalent
        category of advisor or is exempt from such registration; or
|      |                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                              
|(u)   | in the case of an Ontario
        Accredited Investor:                                     
|      |                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                              
|      | ** ̈**                                                                                       | (i)      a
        promoter of the Partnership or an affiliated entity of a promoter
        of the Partnership (within the meaning of that expression as used in OSC
        Rule 45-501);                                                                                                                                                                                                                     
|      |                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                              
|      | ** ̈**                                                                                       | (ii)     a
        spouse, parent, grandparent or child of an officer, director or promoter
        of the Partnership;                                                                                                                                                                                                                                                                                           
|      |                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                              
|      | ** ̈**                                                                                       | (iii)    a
        person or company that, in relation to the Partnership is an affiliated
        entity or a person or company referred to in clause (c) of the definition
        of distribution in subsection 1(1) of the Securities Act (Ontario);                                                                                                                                                          
|      |                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                              
|      | ** ̈**                                                                                       | (iv)    a
        person or company that is recognized by the Ontario Securities Commission
        as an accredited investor; or                                                                                                                                                                                                                                                                                 
|      |                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                              
|      | ** ̈**                                                                                       | (v)     an
        account that is fully managed by a trust corporation registered under
        the Loan andTrust Corporations Act(Ontario).                                                                                                                                                                                                                                                                     
|      |                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                              
|      | ** ̈**                                                                                       | (vi)    a
        managed account if it is acquiring a security that is not a security of
        a mutual fund or non-redeemable investment fund.                                                                                                                                                                                                                                                                

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

| | Dated: _______________________________________________ |  | Signed: _______________________________________________
| | ------------------------------------------------------ |  | -------------------------------------------------------
| |                                                        |  |                                                        
| |                                                        |  |                                                        
| | Witness (If Purchaser is an Individual)                |  | Print the name of Purchaser                            
| |                                                        |  |                                                        
| |                                                        |  |                                                        
| |                                                        |  |                                                        
| | Print Name of Witness                                  |  | If Purchaser is a Corporation,                         
| |                                                        |  | print name and title of                                
| |                                                        |  | Authorized Signing Officer                             

---

SCHEDULE C

CERTIFICATE OF AN ELIGIBLE PURCHASER

The undersigned (the Subscriber) hereby
  represents, warrants and covenants to Kirkland Lake Gold Inc. (the Corporation)
  that the Subscriber is subscribing for the securities of the Corporation as
  principal (including, in the case of British Columbia purchasers, trust companies,
  insurers or portfolio managers deemed to be acting as principals under applicable
  British Columbia Securities Laws in respect of accounts fully managed by them)
  or as agent for a disclosed principal and is an eligible purchaser by virtue
  of satisfying one of the eligibility criteria set out below (Please check one
  or more, as applicable).

Minimum Purchase Price Exemption:

|** ̈**                                        | (a)               The
        aggregate acquisition cost (each of the below amounts being the Minimum
        Purchase Price in the Province) to the Subscriber, and if applicable
        to each beneficial person for whom it is acting, for the securities,
|-------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                             |                                                                                                                                                                                                                                                                  
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|                                             |                                                                                                                                                                                                                                                                  
|Portfolio Manager/Managed Account Exemption:
|                                             |                                                                                                                                                                                                                                                                  
|** ̈**                                        | (b)               If
        the Subscriber is acting as trustee, agent or adviser purchasing for fully
        managed accounts that are resident in or otherwise subject to the Securities
        Laws of the Province of:                                    
|                                             |                                                                                                                                                                                                                                                                  
|                                             |                                                                                                                                                                                                                                                                  
|                                             |                                                                                                                                                                                                                                                                  
|                                             |                                                                                                                                                                                                                                                                  

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2

|                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |        | insurance business under the Financial
        Institutions Act(British Columbia) purchasing as agent or trustee
        or a portfolio manager (an adviser who manages the investment portfolio
        of clients through discretionary authority granted by one or more clients)
        under the Securities Act(British Columbia) purchasing as an agent.                                                                                                                                                             
|-------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |       
|Exempt Purchaser Designation:                                                                                                   
|                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |       
|** ̈**                                                                                                                            | (c)     The
        Subscriber, or in the case of an agent acting for a disclosed principal
        such disclosed principal, is not an individual and is designated as an
        exempt purchaser in an order made by the British Columbia Securities Commission,
        and if subject to the securities laws of a province other than British
        Columbia, such Subscriber, or in the case of an agent acting for a disclosed
        principal, is not an individual and is designated as an exempt or sophisticated
        purchaser by the applicable securities commission in the local jurisdiction
        of such Subscriber or such disclosed principal.
|                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |       
|Friends and Family Exemption for British Columbia,
      Saskatchewan, Manitoba, Nova Scotia and Price Edward Island Purchasers:
|                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |       
|** ̈**                                                                                                                            | (d)     If
        the Subscriber, or any person for whom it is acting is a resident of or
        is otherwise subject to the Securities Laws in the province of British
        Columbia, Alberta, Saskatchewan, Manitoba, Nova Scotia and Prince Edward
        Island and is not an "accredited investor", the Subscriber is purchasing
        the securities as principal and is:                                                                                                                                                                                                                                                                                    
|                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | (i)    | a director, senior officer, employee
        or control person of the Corporation, or of an affiliate of the Corporation
        and if the Subscriber is an employee of the Corporation and is subject
        to the securities laws of the Province of British Columbia, the Subscriber
        has not been induced to purchase by expectation of employment or continued
        employment, nor has the employee been directly or indirectly required
        by the Corporation to purchase the Flow-Through Shares;
|                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | (ii)   | a spouse, parent, grandparent, brother,
        sister or child of a director, senior officer or control person of the
        Corporation, or of an affiliate of the Corporation;                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | (iii)  | a parent, grandparent, brother, sister
        or child of a spouse of a director, senior officer or control person of
        the Corporation, or of an affiliate of the Corporation;                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | (iv)   | a close personal friend of a director,
        senior officer or control person of the Corporation, or of an affiliate
        of the Corporation;                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | (v)    | a close business associate of a director,
        senior officer or control person of the Corporation, or of an affiliate
        of the Corporation;                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | (vi)   | a founder of the Corporation or a spouse,
        parent, grandparent, brother, sister, child, close personal friend or
        close business associate of a founder of the Corporation;                                                                                                                                                                                                                                                                                                                                  
|                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | (vii)  | a parent, grandparent, brother, sister
        or child of a spouse of a founder of the Corporation;                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | (viii) | except in the case of an employee, a
        person or company of which a majority of the voting securities are beneficially
        owned by, or a majority of the directors are, persons or companies described
        in paragraphs (i) to (vii); or                                                                                                                                                                                                                                                                   
|                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | (ix)   | a trust or estate of which all of the
        beneficiaries or a majority of the trustees are persons or companies described
        in paragraphs (i) to (vii).                                                                                                                                                                                                                                                                                                                                                           

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3

|Other Eligible Purchaser
        Exemptions:
|--------------------------------------------
|                                            
|                                            
|** ̈**                                       
|                                            
|                                            
|** ̈**                                       
|                                            
|                                            
|** ̈**                                       
|                                            
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|** ̈**                                       
|                                            
|                                            
|** ̈**                                       
|                                            
|                                            
|** ̈**                                       
|                                            
|                                            
|** ̈**                                       

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

| | Dated: _______________________________________________ |  | Signed: _______________________________________________
| | ------------------------------------------------------ |  | -------------------------------------------------------
| |                                                        |  |                                                        
| |                                                        |  |                                                        
| | Witness (If Purchaser is an Individual)                |  | Print the name of Purchaser                            
| |                                                        |  |                                                        
| |                                                        |  |                                                        
| |                                                        |  |                                                        
| | Print Name of Witness                                  |  | If Purchaser is a Corporation,                         
| |                                                        |  | print name and title of                                
| |                                                        |  | Authorized Signing Officer                             

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SCHEDULE D

MANITOBA RESIDENTS

THE SECURITIES ACT (MANITOBA) 
  FORM 8 
  REPORT OF A TRADE MADE UNDER 
  CLAUSE 19(1)(c) OR SUBSECTION 19(3) 
  OF THE ACT OR UNDER SECTION 90 
  OF THE REGULATION

To be completed by each Subscriber who is resident in or is otherwise subject
  to the laws of the Province of Manitoba.

|1. | Full name and address of vendor:
      Kirkland Lake Gold Inc. 
        Suite 300 
        570 Granville Street 
        Vancouver, BC 
        V6C 3P1
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                        
|2. | Name and address of the issuer of the security traded:
      Same as above.                                                                            
|   |                                                                                                                                                        
|3. | Details of Purchase:
      Name and address of purchaser, amount or number of securities purchased,
        the price and the date:                    

|Date ofPurchase | Name | Address | Amount and Description ofSecurities     | PurchasePrice        
|--------------- | ---- | ------- | --------------------------------------- | ---------------------
|                |      |         | ___________________ Flow-Through Shares | $____________________

|4. | Give name and address of any person acting as agent
        in connection with this trade, and the compensation paid to, or to be
        paid to, such agent: Fort House Inc. and Octagon Capital Corporation (collectively,
        the Agents) shall be paid a commission equal to 5% of the
        gross proceed of the offering. The Corporation will also grant to the
        Agents, non-assignable warrants (the Broker Warrants) equal
        to 5% of the number of Flow-Through Shares sold pursuant to the offering.
        Each Broker Warrant shall be exercisable by the Agents to acquire one
        non-flow-through Common Share of the Corporation at $4.00 for a period
        of 24 months following the closing date.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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2

Certificate of Purchaser

The undersigned hereby certifies that the statements made
  in this report are true and that the purchase was made as principal for investment
  only and not with a view to resale or distribution and undertakes further that
  he will file with the Commission within 10 days of the resale of any of the
  securities purchased hereunder a report prepared in accordance with Form 8A.

|Dated at _________________________, Manitoba    |   |                                     |          
|----------------------------------------------- | - | ----------------------------------- | ---------
|                                                |   | (Name of Subscriber - Please Print)
|this _____ day of _______________________, 2003 | . |                                     |          
|                                                |   |                                     |          
|                                                |   | By:                                 |          
|                                                |   |                                     | Signature
|                                                |   |                                     |          
|                                                |   |                                     |          
|                                                |   | (Official Capacity - Please Print) 

Certificate of Vendor or Agents of Vendor

The undersigned hereby certifies that the statements made in this report are true.

|Dated at _____________, ________                |  | Kirkland Lake Gold Inc.                        
|----------------------------------------------- |  | -----------------------------------------------
|                                                |  | (Name of Vendor - Please Print)                
|                                                |  |                                                
|this _____ day of _______________________, 2003 |  | By:                                            
|                                                |  |                                                
|                                                |  |                                                
|                                                |  |                                                
|                                                |  | (Official Capacity - Please Print)             
|                                                |  |                                                
|Dated at _____________, ________                |  | Fort House Inc. and Octagon Capital Corporation
|                                                |  | (Name of Agents for Vendor - Please Print)     
|                                                |  |                                                
|this _____ day of _______________________, 2003 |  | By:                                            
|                                                |  |                                                
|                                                |  |                                                
|                                                |  |                                                
|                                                |  | (Official Capacity - Please Print)             

Instructions:

|1. | The vendor or agent must file one signed copy, which
        may be signed by either the vendor or the agent.                                                                                                                                                                                                                                                                                       
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                     
|2. | The Certificate of Purchaser must be
        signed by the purchaser before the form is filed, except in those cases
        where the purchasers signature is dispensed with by section 7(3)
        of the Regulation.                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                     
|3. | A separate report must be filed for each purchaser
        and the filing fee must accompany each report.                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                     
|4. | In answer to Question 4, give the name of the person
        or company who has been or will be paid remuneration directly related
        to the trade, such as commission, discounts or other fees or payments
        of a similar nature. It is not necessary to include payments for services
        incidental to the trade such as clerical, printing, legal or accounting
        services.
|   |                                                                                                                                                                                                                                                                                                                                                                                                     
|5. | If the space provided for any answer is insufficient,
        additional sheets may be used and must be cross-referred to the relevant
        item and properly identified and signed by the persons whose signatures
        appear on the report.                                                                                                                                                

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SCHEDULE E

MULTILATERAL INSTRUMENT 45-103
  FORM 45-103F5 
  REPORT ACKNOWLEDGEMENT SASKATCHEWAN CLOSE PERSONAL FRIENDS AND CLOSE BUSINESS ASSOCIATES

W A R N I N G

I acknowledge that this is a risky investment:

| | I am investing entirely at my own risk.                                                                                                                                                                           
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | No securities regulatory authority has evaluated
        or endorsed the merits of these securities.                                                                                                              
| | I will not be able to sell these securities except
        in very limited circumstances.                                                                                                                         
| | I will not be able to sell these securities for 4
        months.                                                                                                                                                 
| | I could lose all the money I invest.                                                                                                                                                                              
| | I do not have a 2-day right to cancel my purchase
        of these securities or the statutory rights of action for misrepresentation
        I would have if I were purchasing the securities under a prospectus.

I am investing $___________________________________________
  [total consideration] in total; this includes any amount I am obliged to pay
  in future.

I am a closepersonal friend or closebusiness
  associate of __________________________________________________[state name],
  who is a ______________________________________________________________[state
  title - founder, director, senior officer or control person]of _______________________________________________________[state
  name of issuer or its affiliate - if an affiliate state an affiliate of
  the issuer and give the issuers name].

I acknowledge that I am purchasing based on my close relationship
  with _______________________________________________[state name of founder,
  director, senior officer or control person] whom I know well enough and for
  a sufficient period of time to be able to assess her/his capabilities and trustworthiness.

I acknowledge that this is a risky investment and that I could lose all the money I invest.

|                            |  |                       
|--------------------------- |  | ----------------------
|Date Signature of Purchaser |  | Signature of Purchaser
|                            |  |                       
|                            |  |                       
|Print name of Purchaser     |  |                       

Sign 2 copies of this document. Keep one copy for your records.

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SCHEDULE F

ALL SUBSCRIBERS

THE TORONTO STOCK EXCHANGE PRIVATE PLACEMENT QUESTIONNAIRE AND UNDERTAKING

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

QUESTIONNAIRE

|1. | Description of Transaction
|-- | --------------------------
|   |                           
|   | (a)                       
|   |                           
|   |                           
|   |                           
|   | (b)                       
|   |                           
|   |                           
|   |                           
|   | (c)                       
|   |                           
|   |                           
|   |                           
|2. | Details of Purchaser      
|   |                           
|   | (a)                       
|   |                           
|   |                           
|   |                           
|   | (b)                       
|   |                           
|   |                           
|   |                           
|   | (c)                       
|   |                           
|   |                           
|   |                           
|3. | Relationship to Issuer    
|   |                           
|   | (a)                       
|   |                           
|   |                           
|   |                           
|   | (b)                       
|   |                           
|   |                           

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2

|   |                                                                                                                                                                                                                                                                                                                                          | 
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|   |                                                                                                                                                                                                                                                                                                                                          | 
|4. | Dealings of Purchaser in Securities of
        the Issuer
      Give details of all trading by the purchaser, as principal, in the securities
        of the issuer (other than debt securities which are not convertible into
        equity securities), directly or indirectly, within the 60 days preceding
        the date hereof:
|   |                                                                                                                                                                                                                                                                                                                                          | 
|   |                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                         

UNDERTAKING

TO:           The Toronto
  Stock Exchange

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

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

DATED at __________ this _____________ day of November, 2003.

| |                                                                                                                           
| | --------------------------------------------------------------------------------------------------------------------------
| | Name of Purchaser (please print)                                                                                          
| |                                                                                                                           
| |                                                                                                                           
| | Authorized Signature                                                                                                      
| |                                                                                                                           
| |                                                                                                                           
| | Official Capacity (please print)                                                                                          
| |                                                                                                                           
| |                                                                                                                           
| | (please print name of individual whose signature
        appears above, if different from name of purchaser printed above)

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3

You are buying Exempt Market Securities

They are called exempt market securitiesbecause two
  parts of securities law do not apply to them. If an issuer wants to sell exempt
  market securitiesto you:

                 the
  issuer does not have to give you a prospectus (a document that describes the
  investment in detail and gives you some legal protections); and

                 the
  securities do not have to be sold by an investment dealer registered with a
  securities regulatory authority.

There are restrictions on your ability to resell exempt
  market securities. Exempt market securitiesare more risky than other
  securities.

You may not receive any written information about the issuer
  or its business 
  If you have any questions about the issuer or its business, ask for written
  clarification before you purchase the securities. You should consult your own
  professional advisers before investing in the securities.

For more information on the exempt market, refer to
  the Saskatchewan Financial Services Commissions website at http://www.sfsc.gov.sk.ca

Instruction: The purchaser must sign 2 copies of this form.
  The purchaser and the issuer must each receive a signed copy.

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