---

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

PRIVATE PLACEMENT SUBSCRIPTION
AGREEMENT

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

Re: Purchase of securities of the Company

Details of Subscription:The undersigned (the
Subscriber) hereby irrevocably subscribes for and agrees to purchase
from the Company, on the terms and conditions set forth herein and in the
attached schedules, that number of units of the Company (Units) set out
below at a price of CDN$4.60 per Unit. Each Unit shall consist of one common
share of the Company (a Share) and one-half of one non-transferable
share purchase warrant (each whole warrant being a Warrant). Each
Warrant shall entitle the Subscriber to purchase one Share for a period of 15
months at a price of CDN$5.20 per Share. These securities form part of a larger
private placement (the Private Placement) of an aggregate of up to
2,173,913 Units.

Number of Units to be purchased:
___________________________________Units

|Total Subscription Price: | CDN$
      ____________________________________________                 
|------------------------- | ------------------------------------------------------------------------
|                          |                                                                         
|(CDN$ 4.60 per Unit)      | (In BC and AB the minimum is CDN$ 97,000 unless
      the               
|                          | Subscriber is an accredited investor or a close
      personal friend,  
|                          | close business associate or relative of or is a
      director or senior
|                          | officer of the Company)                                                 

|**Name of Subscriber:** |                                 
|----------------------- | --------------------------------
|                        |                                 
|**Address:**            |                                 
|                        |                                 
|                        | (Street Address)                
|                        |                                 
|                        |                                 
|                        | (City and Province or State)    
|                        |                                 
|                        |                                 
|                        | (Country and Postal or Zip Code)
|                        |                                 
|                        |                                 
|                        | (Telephone Number)              
|                        |                                 
|                        |                                 
|                        | (e-mail Address)                

---

-2-

|Alternate Registration Instructions:                                                                                   |  |  | Delivery Instructions:                                                                                           
|---------------------------------------------------------------------------------------------------------------------- |  |  | -----------------------------------------------------------------------------------------------------------------
|If the certificate(s) representing the securities are to
      be registered in other than the name of the Subscriber. |  |  | If the certificate(s) representing the securities are to
      be delivered to someone other than the Subscriber.
|                                                                                                                       |  |  |                                                                                                                  
|Name:    
      ________________________________________                                                               |  |  | Name:    
      _________________________________________                                                        
|                                                                                                                       |  |  |                                                                                                                  
|                                                                                                                       |  |  | Contact Name:
____________________________________                                                               
|Address:
      ________________________________________                                                                |  |  |                                                                                                                  
|(Street Address)                                                                                                       |  |  | Telephone No.:
  ____________________________________                                                            
|                                                                                                                       |  |  |                                                                                                                  
|                                                                                                                       |  |  | Address: 
    ________________________________________                                                           
|________________________________________                                                                               |  |  | (Street Address)                                                                                                 
|(City and Province / State)                                                                                            |  |  |                                                                                                                  
|                                                                                                                       |  |  | ________________________________________                                                                         
|________________________________________                                                                               |  |  | (City and Province / State)                                                                                      
|(Country and Postal / Zip Code)                                                                                        |  |  |                                                                                                                  
|                                                                                                                       |  |  | ________________________________________                                                                         
|                                                                                                                       |  |  | (Country and Postal / Zip Code)                                                                                  
|                                                                                                                       |  |  |                                                                                                                  

IN WITNESS WHEREOF the Subscriber has executed, or
caused its duly authorized representative to execute, this agreement as of the
______ day of ______________________, 2004.



|                                           |  |      |                                            
|------------------------------------------ |  | ---- | -------------------------------------------
|Signature of Subscriber (if an individual) |  |      | Name of Subscriber (if not an individual)  
|                                           |  |      |                                            
|                                           |  | Per: |                                            
|Name of Subscriber (if an individual)      |  |      | (signature of authorized representative)   
|                                           |  |      |                                            
|                                           |  |      |                                            
|                                           |  |      | Name and Title of Authorized Representative

Subscribers must also complete and sign

- Schedule I (TSX Private Placement Questionnaire and Letter of
  Undertaking)
- Schedule II- Not applicable
- Schedule III (Confirmation of Relationship), if the Subscriber is NOT an
  accredited investor but is a director, senior officer or control person
  of the Company or a close personal friend, close business associate,
  spouse, parent, grandparent, sibling or child of a director, senior
  officer or control person of the Company

---

-3-

- Schedule IV (BC or Alberta Accredited Investor Confirmation), if the
  Subscriber is an accredited investor resident in British Columbia or
  Alberta
- Schedule V (Ontario Accredited Investor Confirmation), if the Subscriber
  is an accredited investor resident in Ontario
- Schedule VI (Confirmation by US Subscribers), if the Subscriber is
  resident in, or otherwise subject to the securities laws of, the United
  States

ACCEPTANCE

The foregoing is accepted and agreed to as of
the____________________ day of _____________________________, 2004

| |      | KIRKLAND LAKE GOLD INC.
| | ---- | -----------------------
| |      |                        
| |      |                        
| | Per: |                        
| |      | Authorized Signatory   

---

SCHEDULE I

Form P1

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) | Name of issuer of the securities:
      KIRKLAND LAKE GOLD INC.
| | --- | ---------------------------------------------------------------
| |     |                                                                
| | (b) | Number and class of securities to be
    purchased:            

____________Units, each Unit
consisting of one common share and one-half of a share purchase warrant, each
whole warrant entitling the holder to purchase a further share for a period of
15 months at CDN$ 5.20

| | (c) | Purchase Price:
| | --- | ---------------
| |     |                
| |     | CDN$ 4.60 each 

|2. | DETAILS OF
PURCHASER
|-- | --------------------

| | (a) | Name of purchaser:
| | --- | ------------------
| |     |                   
| |     |                   

| | (b) | Address:
| | --- | --------
| |     |         
| |     |         
| |     |         
| |     |         
| |     |         

---

I -2

| | (c) | Names and addresses of persons having a greater than
      10% beneficial interest in the purchaser:
| | --- | ----------------------------------------------------------------------------------------------------
| |     |                                                                                                     
| |     |                                                                                                     
| |     |                                                                                                     
| |     |                                                                                                     
| |     |                                                                                                     

|3. | RELATIONSHIP TO ISSUER
|-- | ----------------------
|   |                       
|   | (a)                   

No __________ Yes __________

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

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



|4. | DEALINGS OF PURCHASER IN SECURITIES OF THE
      ISSUER                                                                                                                                                                                                           
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                   
|   | Give details of all trading by the purchaser, as
      principal, in the securities of the Issuer (other than debt securities
      which are not convertible into equity securities), directly or indirectly,
      within the 60 days preceding the date hereof:
|   |                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                   

---

I -3

UNDERTAKING

TO: TORONTO STOCK EXCHANGE

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

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

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

---

SCHEDULE II

Not Applicable

---

SCHEDULE III

CONFIRMATION OF RELATIONSHIP (For Subscribers who are NOT
accredited investors but are Directors, Senior Officers, Control Persons and
Founders and their Close Personal Friends, Close Business Associates and
Relatives)

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

(initial one or more as appropriate)

|________ | (a) | a director, senior officer or control person of the
      Company, or of an affiliate of the Company;                                                                                                  
|-------- | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|         |     |                                                                                                                                                                                                        
|________ | (b) | a spouse, parent, grandparent, brother, sister or child
      of a director, senior officer or control person of the Company, or of an
      affiliate of the Company;                                 
|         |     |                                                                                                                                                                                                        
|________ | (c) | a parent, grandparent, brother, sister or child of the
      spouse of a director, senior officer or control person of the Company, or
      of an affiliate of the Company;                           
|         |     |                                                                                                                                                                                                        
|________ | (d) | a close personal friend of a director, senior officer or
      control person of the Company, or of an affiliate of the
Company;                                                                       
|         |     |                                                                                                                                                                                                        
|________ | (e) | a close business associate of a director, senior officer
      or control person of the Company, or of an affiliate of the
  Company;                                                                  
|         |     |                                                                                                                                                                                                        
|________ | (f) | a founder of the Company or a spouse, parent,
      grandparent, brother, sister, child, close personal friend or close
      business associate of a founder of the Company;                          
|         |     |                                                                                                                                                                                                        
|________ | (g) | a parent, grandparent, brother, sister, child of the
      spouse of a founder of the Company;                                                                                                         
|         |     |                                                                                                                                                                                                        
|________ | (h) | 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 (a) to (g); or
|         |     |                                                                                                                                                                                                        
|________ | (i) | a trust or estate of which all of the beneficiaries or a
      majority of the trustees are persons or companies described in paragraphs
      (a) to (g).                                             

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

_________________________________________________________(Print
name of director, senior officer, control person or founder)

---

III - 2

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

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

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

- the individual is a member of the same organization, association or
  religious group, or
- the individual is a client or former client.

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

---

III - 3

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

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

|(e) | founder, in respect of an issuer, means a person
      or company who,                                                                                                                                                                                         
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                  
|    | (i)                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                  
|    | (ii)                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                  
|(f) | person means an individual, partnership,
      unincorporated association, unincorporated syndicate, unincorporated
      organization, trust, trustee, executor, administrator or other legal
      representative.                                           
|    |                                                                                                                                                                                                                                                                  
|(g) | spouse means, in relation to an individual,
      another individual to whom that individual is married, or another
      individual of the opposite sex or the same sex with whom that individual
      is living in a conjugal relationship outside
marriage.

DATEDat ______________________________on
_________________________________, 2004.

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

---

SCHEDULE IV

ACCREDITED INVESTOR CONFIRMATION ( For accredited
investors resident in British Columbia or Alberta)

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

(initial as appropriate)

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

---

IV - 2

|________ | (k) | an individual who, either alone or jointly with a spouse,
      beneficially owns, directly or indirectly, financial assets having an
      aggregate realizable value that before taxes, but net of any related
      liabilities, exceeds CDN$1,000,000;
|-------- | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

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

---

IV - 3

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

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

|(a) | company means any corporation, incorporated
      association, incorporated syndicate or other incorporated
    organization.                                                                                                                                                                                                                                     
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                     
|(b) | entity means a company, syndicate, partnership,
      trust or unincorporated organization.                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                     
|(c) | financial assets means cash and
    securities.                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                     
|(d) | fully managed accountmeans an account for which
      a person or company makes the investment decisions if that person or
      company has full discretion to trade in securities for the account without
      requiring the clients express consent to a transaction;                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                     
|(e) | mutual fund includes an issuer of securities
      that entitle the holder to receive on demand, or within a specified period
      after demand, an amount computed by reference to the value of a
      proportionate interest in the whole or in a part of the net assets,
      including a separate fund or trust account, of the issuer of
      securities.
|    |                                                                                                                                                                                                                                                                                                                                                                     
|(f) | non-redeemable investment fund means an
      issuer:                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                     
|    | (i)                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                     
|    | (ii)                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                     
|    | (ii)                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                     
|(g) | person means an individual, partnership,
      unincorporated association, unincorporated syndicate, unincorporated
      organization, trust, trustee, executor, administrator or other legal
      representative.                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                     
|(h) | related liabilities means liabilities incurred
      or assumed for the purpose of financing the acquisition or ownership of
      financial assets and liabilities that are secured by financial
    assets.                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                     
|(i) | spouse means, in relation to an individual,
      another individual to whom that individual is married, or another
      individual of the opposite sex or the same sex with whom that individual
      is living in a conjugal relationship outside
marriage.                                                                                                   

---

IV - 4

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

|• | an affiliated entity of another person or
      company if one is a subsidiary entity of the other, or if both are
      subsidiary entities of the same person or company, or if each of them is
      controlled by the same person or company.
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                                                                                    
|• | controlled by a person or company if,                                                                                                                                                                                                            
|  |                                                                                                                                                                                                                                                    
|  | (a)                                                                                                                                                                                                                                                
|  |                                                                                                                                                                                                                                                    
|  |                                                                                                                                                                                                                                                    
|  |                                                                                                                                                                                                                                                    
|  |                                                                                                                                                                                                                                                    
|  |                                                                                                                                                                                                                                                    
|  | (b)                                                                                                                                                                                                                                                
|  |                                                                                                                                                                                                                                                    
|  | (c)                                                                                                                                                                                                                                                
|  |                                                                                                                                                                                                                                                    
|• | a subsidiary entity of another person or company
      if:                                                                                                                                                                                       
|  |                                                                                                                                                                                                                                                    
|  | (a)                                                                                                                                                                                                                                                
|  |                                                                                                                                                                                                                                                    
|  |                                                                                                                                                                                                                                                    
|  |                                                                                                                                                                                                                                                    
|  |                                                                                                                                                                                                                                                    
|  |                                                                                                                                                                                                                                                    
|  |                                                                                                                                                                                                                                                    

---

IV - 5

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

DATEDat __________________________on
____________________________________________, 2004.

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

---

SCHEDULE V

ACCREDITED INVESTOR CONFIRMATION (For accredited
investors resident in Ontario)

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

(initial as appropriate)

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

---

V - 2

|________ | (m) | an individual who beneficially owns, or who together with
      a spouse beneficially own, financial assets having an aggregate realizable
      value that, before taxes but net of any related liabilities, exceeds CDN$
      1,000,000;                                                                                                                  
|-------- | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|         |     |                                                                                                                                                                                                                                                                                                                                                              
|________ | (n) | an individual whose net income before taxes exceeded CDN$
      200,000 in each of the two most recent years or whose net income before
      taxes combined with that of a spouse exceeded CDN$ 300,000 in each of
      those years and who, in either case, has a reasonable expectation of
      exceeding the same net income level in the current year;
|         |     |                                                                                                                                                                                                                                                                                                                                                              
|________ | (o) | an individual who has been granted registration under the
      Securities Act(Ontario) or securities legislation in another
      jurisdiction as a representative of a person or company referred to in
      paragraph (g), whether or not the individual 's registration is still in
      effect;                                                       
|         |     |                                                                                                                                                                                                                                                                                                                                                              
|________ | (p) | a promoter of the issuer or an affiliated entity of a
      promoter of the issuer;                                                                                                                                                                                                                                                                          
|         |     |                                                                                                                                                                                                                                                                                                                                                              
|________ | (q) | a spouse, parent, grandparent or child of an officer,
      director or promoter of the issuer;                                                                                                                                                                                                                                                              

|________ | (r) | a person or company that, in relation to the issuer, is
      an affiliated entity or a person or company referred to in clause (c) of
      the definition of distribution in subsection 1(1) of the Securities Act(Ontario);
|-------- | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|________ | (s) | an issuer that is acquiring securities of its own
      issue;                                                                                                                                                                                                               
|-------- | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|         |     |                                                                                                                                                                                                                                                                              
|________ | (t) | a company, limited partnership, limited liability
      partnership, trust or estate, other than a mutual fund or non-redeemable
      investment fund, that had net assets of at least CDN$ 5,000,000 as
      reflected in its most recently prepared financial statements;
|         |     |                                                                                                                                                                                                                                                                              
|________ | (u) | a person or company that is recognized by the Ontario
      Securities Commission as an accredited investor or until November 30, 2002
      as an exempt purchaser;                                                                                                         
|         |     |                                                                                                                                                                                                                                                                              
|________ | (v) | a mutual fund or non-redeemable investment fund that, in
      Ontario, distributes its securities only to persons or companies that are
      accredited investors;                                                                                                         
|         |     |                                                                                                                                                                                                                                                                              
|________ | (w) | a mutual fund or non-redeemable investment fund that, in
      Ontario, distributes its securities under a prospectus for which a receipt
      has been granted by the Director;                                                                                            
|         |     |                                                                                                                                                                                                                                                                              
|________ | (x) | a managed account if it is acquiring a security that is
      not a security of a mutual fund or non-redeemable investment
  fund;                                                                                                                                           
|         |     |                                                                                                                                                                                                                                                                              
|________ | (y) | an account that is fully managed by a trust corporation
      registered under the Loan and Trust Corporations Act(Ontario);                                                                                                                                                 
|         |     |                                                                                                                                                                                                                                                                              
|________ | (z) | an entity organized outside of Canada that is analogous
      to any of the entities referred to in paragraphs (a) through (g) and
      paragraph (k) in form and function; or                                                                                              

---

V - 3

|________ | (aa) | a person or company in respect of which all of the owners
      of interests, direct or indirect, legal or beneficial, are persons or
      companies that are accredited investors.
|-------- | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

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

|(a) | company means any corporation, incorporated
      association, incorporated syndicate or other incorporated
    organization;                                                                                                                                                                                                                                     
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                     
|(b) | entity means a company, syndicate, partnership,
      trust or unincorporated organization;                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                     
|(c) | financial assets means cash, securities, or any
      contract of insurance or deposit or evidence thereof that is not a
      security for the purposes of the Securities Act(Ontario);                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                     
|(d) | managed account means an investment portfolio
      account of a client established in writing with a portfolio adviser who
      makes investment decisions for the account and has full discretion to
      trade in securities of the account without requiring the clients express
      consent to a transaction;                                           
|    |                                                                                                                                                                                                                                                                                                                                                                     
|(e) | mutual fund includes an issuer of securities
      that entitle the holder to receive on demand, or within a specified period
      after demand, an amount computed by reference to the value of a
      proportionate interest in the whole or in a part of the net assets,
      including a separate fund or trust account, of the issuer of
      securities;
|    |                                                                                                                                                                                                                                                                                                                                                                     
|(f) | non-redeemable investment fund means an
      issuer:                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                     
|    | (i)                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                     
|    | (ii)                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                     
|    | (ii)                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                     
|(g) | person means an individual, partnership,
      unincorporated association, unincorporated syndicate, unincorporated
      organization, trust, trustee, executor, administrator or other legal
      representative;                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                     
|(h) | portfolio adviser means:                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                     
|    | (i)                                                                                                                                                                                                                                                                                                                                                                 

---

V - 4

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

|(i) | related liabilities means liabilities incurred
      or assumed for the purpose of financing the acquisition or ownership of
      financial assets and liabilities that are secured by financial
    assets;                                                  
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                  
|(j) | spouse, in relation to an individual, means
      another individual to whom that individual is married, or another
      individual of the opposite sex or the same sex with whom that individual
      is living in a conjugal relationship outside
marriage;

In Ontario Securities Commission Rule 45-501 a person or
company is considered to be an affiliated entity of another person or company if
one is a subsidiary entity of the other, or if both are subsidiary entities of
the same person or company, or if each of them is controlled by the same person
or company.

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

|• | controlled by a person or company if,
|- | ---------------------------------------
|  |                                        
|  | (a)                                    
|  |                                        
|  |                                        
|  |                                        
|  |                                        
|  |                                        
|  | (b)                                    
|  |                                        
|  | (c)                                    

|• | a subsidiary entity of another person or company
      if:
|- | ------------------------------------------------------------
|  |                                                             
|  | (a)                                                         
|  |                                                             
|  |                                                             
|  |                                                             
|  |                                                             
|  |                                                             
|  |                                                             

---

V - 5

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

DATEDat __________________________________ on
__________________________________________, 2004.

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

---

SCHEDULE VI

CONFIRMATION BY US SUBSCRIBERS (For Subscribers resident
in the United States of America or otherwise subject to the Securities Laws
of the United States)

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

(initial as appropriate)

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

- or -

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

| | ________ | (a) | An organization described in section 501(c)(3) of the
      United States Internal Revenue Code, a corporation, a Massachusetts or
      similar business trust or partnership, not formed for the specific purpose
      of acquiring the Units, with total assets in excess of US$
  5,000,000                                                                                                         
| | -------- | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |          |     |                                                                                                                                                                                                                                                                                                                                                                                                          
| | ________ | (b) | A natural person whose individual net worth, or joint net
      worth with that persons spouse, at the date hereof exceeds US$
      1,000,000                                                                                                                                                                                                                                                          
| |          |     |                                                                                                                                                                                                                                                                                                                                                                                                          
| | ________ | (c) | A natural person who had an individual income in excess
      of US$ 200,000 in each of the two most recent years or joint income with
      that persons spouse in excess of US$ 300,000 in each of those years and
      has a reasonable expectation of reaching the same income level in the
      current year                                                                                     
| |          |     |                                                                                                                                                                                                                                                                                                                                                                                                          
| | ________ | (d) | A trust that (a) has total assets in excess of US$
      5,000,000, (b) was not formed for the specific purpose of acquiring the
      Offered Securities, and (c) is directed in its purchase of securities by a
      person who has such knowledge and experience in financial and business
      matters that they are capable of evaluating the merits and risks of an
      investment in the Units
| |          |     |                                                                                                                                                                                                                                                                                                                                                                                                          
| | ________ | (e) | An investment company registered under the Investment
      Corporation Act of 1940(United States) or a business development
      company as defined in section 2(a)(48) of that
Act                                                                                                                                                                                                                    

---

VI - 2

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

DATEDat ____________________________________on
____________________________________________, 2004

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

---

SCHEDULE VII

TERMS & CONDITIONS

1.Description of
Securities

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

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

2.Payment of
Subscription Price

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

3.Documents
Required

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

| | (a) | Schedule I, a Private Placement Questionnaire and
      Undertaking required by the Exchange;                                                                                                                                                                                                                                                                  
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                
| | (b) | Schedule II - not required;                                                                                                                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                
| | (c) | Schedule III, a Confirmation of Relationship, if the
      Subscriber is not an accredited investor but is a director, senior
      officers or control person of the Company or a close personal friend,
      close business associate, spouse, parent, grandparent, sibling or child of
      a director, senior officer or control person of the
  Company;

---

VII - 2

| | (d) | Schedule IV, a British Columbia or Alberta Accredited
      Investor Confirmation, if the Subscriber is an accredited investor
      resident in British Columbia or Alberta;
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                              
| | (e) | Schedule V, an Ontario Accredited Investor Confirmation,
      if the Subscriber is an accredited investor resident in Ontario;
  and                                        
| |     |                                                                                                                                                                              
| | (f) | Schedule VI, a Confirmation by US Subscribers, if the
      Subscriber is resident in or otherwise subject to the securities laws of
      the United States.                

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

4.Closing

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

KIRKLAND LAKE GOLD INC.Suite
300, 570 Granville Street Vancouver, British Columbia Canada V6C 3P1

at 10:00 a.m. (Vancouver time) on April 29, 2004 or such other
date and time as the Company shall determine (the Closing Date).

Certificates representing the Shares and Warrants will be
available for delivery on the Closing Date against payment to the Company of the
total Subscription Price in Canadian funds for the Units.

5.Acknowledgements
of Subscriber

The Subscriber acknowledges that:

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

---

VII - 3

disclosure statement or registration
statement to the Subscriber but such decision is based entirely upon the
Subscribers review of information which has been filed by the Company with the
various Canadian securities commissions under applicable securities legislation
and the Exchange (the Public Record), including the Companys most
recent audited and unaudited financial statements (collectively the
Financial Statements), and the Subscribers knowledge of the Companys
affairs, and the Subscriber has had the opportunity to ask questions of the
Company and its advisors regarding the Company and its business and financial
condition and, as a result of all of the foregoing, the Subscriber believes that
it has received all the information which it considers necessary for deciding
whether to invest in the Units;

| | (c) | the Company is entitled to rely on the statements and
      answers of the Subscriber contained in this Agreement and in the Schedules
      to this Agreement and the Subscriber will hold the Company harmless from
      any loss or damage it may suffer as a result of the Subscribers failure
      to correctly complete this Agreement and such Schedules;                                                                                                                                                                                                                                                                                                                                                                          
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (d) | it has (or others for whom it is contracting hereunder
      have) been advised to consult their own legal advisers with respect to
      applicable resale restrictions and it is (or others for whom it is
      contracting hereunder are) solely responsible (and the Company is not in
      any way responsible) for compliance with applicable resale
      restrictions;                                                                                                                                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (e) | this Agreement is not enforceable by the Subscriber
      unless it has been accepted by the Company, it has been entered into by
      the Subscriber for valuable consideration and may not be revoked or
      withdrawn by the Subscriber and it is not assignable by the Subscriber
      without the written consent of the Company which consent may be
      unreasonably withheld;                                                                                                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (f) | no securities commission or similar regulatory authority
      has reviewed or passed on the merits of the Securities;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (g) | there is no government or other insurance covering the
      Securities;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (h) | there are risks associated with the purchase of the
      Securities;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (i) | there are restrictions on the Subscribers ability to
      resell the Securities and it is the responsibility of the Subscriber to
      find out what those restrictions are and to comply with them before
      selling the Securities;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (j) | the Company has advised the Subscriber that the Company
      is relying on exemptions from the requirements to provide the Subscriber
      with a prospectus and to sell securities through a person registered to
      sell securities under the Securities Act(British Columbia)
      (together with the rules, policies, instruments and orders thereunder, the
      BC Act) , Securities Act(Alberta) (together with the
      rules, policies, instruments and orders thereunder, the Alberta
      Act) and Securities Act(Ontario) (together with the rules,
      policies, instruments and orders thereunder, the Ontario Act), as
      the case may be, and, as a consequence of acquiring securities pursuant
      to

---

VII - 4

these exemptions, certain protections,
rights and remedies provided by the BC Act, Alberta Act and Ontario Act,
including statutory rights of rescission or damages, will not be available to
the Subscriber;

| | (k) | pursuant to the Resale Instrument, the Securities will be
      subject to restrictions on transfer for a period of four months and a
      concurrent period of four months pursuant to the policies of the Exchange,
      in both cases from the Closing Date and thereafter the Securities may be
      subject to notice or other requirements under applicable securities
      legislation upon disposition; and
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (l) | pending the approval of this Agreement by all securities
      regulatory authorities having jurisdiction and the Closing, the
      Subscription shall be held in trust by the Company. Any interest income
      from the Subscription Funds shall be for the account of the Company
      regardless of whether this Agreement is approved by such regulatory
      authorities.                                    

6.Representations,
Warranties and Covenants of the Subscriber

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

| | (a) | if the Subscriber is purchasing the Units as principal
      for its own account, the Subscriber is resident
in:
| | --- | ----------------------------------------------------------------------------------------------------------------

British Columbia
Subscribers

British Columbia and is

| | (i)   | purchasing a sufficient number of such securities, not
      for the benefit of any other person or company and not with a view to the
      resale or distribution, that the aggregate acquisition cost is not less
      than CDN$ 97,000;                                                                         
| | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                                                                                                      
| | (ii)  | a senior officer, director or employee of the Company or
      an affiliate of the Company, and has not been induced to purchase such
      securities by expectation of employment or continued employment, or an
      issuer all of the voting securities of which are owned by one or more of
      such persons;
| |       |                                                                                                                                                                                                                                                                                                                      
| | (iii) | a director, senior officer or control person of the
      Company, or of an affiliate of the Company;                                                                                                                                                                                                                
| |       |                                                                                                                                                                                                                                                                                                                      
| | (iv)  | a spouse, parent, grandparent, brother, sister or child
      of a director, senior officer or control person of the Company, or of an
      affiliate of the Company;                                                                                                                                               
| |       |                                                                                                                                                                                                                                                                                                                      
| | (v)   | a close personal friend of a director, senior officer or
      control person of the Company, or of an affiliate of the
  Company;                                                                                                                                                                                   

---

VII - 5

| | (vi)   | a close business associate of a director, senior officer
      or control person of the Company, or of an affiliate of the
  Company;           
| | ------ | ------------------------------------------------------------------------------------------------------------------------------------------------
| |        |                                                                                                                                                 
| | (vii)  | a person or corporation that is wholly-owned by any
      combination of persons or corporations described in paragraphs (iii) to
      (vi); or
| |        |                                                                                                                                                 
| | (viii) | an accredited investor under the BC
Act.                                                                                                        

-or-

Alberta Subscribers

Alberta and is

| | (ix)   | purchasing a sufficient number of such securities, not
      for the benefit of any other person or company and not with a view to the
      resale or distribution, that the aggregate acquisition cost is not less
      than CDN$ 97,000;                                 
| | ------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |        |                                                                                                                                                                                                                                                                              
| | (x)    | is an employee of the Company or an affiliate of the
      Company, and has not been directly or indirectly required by the employer
      to purchase such securities or the Subscriber is a senior officer or
      director of the Company or an affiliate of the Company;
| |        |                                                                                                                                                                                                                                                                              
| | (xi)   | a director, senior officer or control person of the
      Company, or of an affiliate of the Company;                                                                                                                                                                        
| |        |                                                                                                                                                                                                                                                                              
| | (xii)  | a spouse, parent, grandparent, brother, sister or child
      of a director, senior officer or control person of the Company, or of an
      affiliate of the Company;                                                                                                       
| |        |                                                                                                                                                                                                                                                                              
| | (xiii) | a close personal friend of a director, senior officer or
      control person of the Company, or of an affiliate of the
Company;                                                                                                                                             
| |        |                                                                                                                                                                                                                                                                              
| | (xiv)  | a close business associate of a director, senior officer
      or control person of the Company, or of an affiliate of the
  Company;                                                                                                                                        
| |        |                                                                                                                                                                                                                                                                              
| | (xv)   | a person or corporation that is wholly-owned by any
      combination of persons or corporations described in paragraphs (xi) to
      (xiv); or                                                                                                                             
| |        |                                                                                                                                                                                                                                                                              
| | (xvi)  | an accredited investor under the Alberta
  Act.                                                                                                                                                                                                                              

-or-

---

VII - 6

Ontario Subscribers

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

-or-

United States Subscribers

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

| | (xviii) | understands the Securities have not and will not be
        registered under the 1933 Act or the securities laws of any state of the
        United States of America in which the Subscriber is resident and the sale
        contemplated hereby is being made in reliance on private placement exemptions
        to either Rule 506 Subscribers pursuant to Rule 506 of the 1933 Act or
        Reg S Subscribers pursuant to Rule 903 of Regulation S of the 1933 Act;
| | ------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (xix)   | if the Subscriber is a Rule 506 Subscriber the Subscriber
        is an Accredited Investor as set out in the attached Schedule Confirmation
        by US Subscribers;                                                                                                                                                                                                                                                                                                  
| |         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (xx)    | it is acquiring the Units as an investment for its own
        account as principal and not with a view to any resale, distribution or
        other disposition of the Securities;                                                                                                                                                                                                                                                                                        
| |         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (xxi)   | has no contract, undertaking, agreement or arrangement
        with any person to sell, transfer or pledge to such person, or anyone
        else, the Securities, or any part thereof, or any interest therein and
        the Subscriber has no present plans to enter into any such contract, undertaking,
        agreement or arrangement;                                                                                                                            
| |         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (xxii)  | if the Subscriber decides to offer, sell or otherwise
        transfer any of the Securities, will not offer, sell or otherwise transfer
        any of the Securities, directly or indirectly, unless the sale is:                                                                                                                                                                                                                                                        

| | (A) | to the Company;                                                                                                                                                                                                                                                                                                                                                  
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                  
| | (B) | made outside the United States in a transaction meeting
      the requirements of Rule 904 of Regulation S under the 1933 Act (or such
      rule or regulation promulgated by the Securities and Exchange Commission
      of the United States of America as is then in effect) and in compliance
      with applicable local laws and regulations; or         
| |     |                                                                                                                                                                                                                                                                                                                                                                  
| | (C) | made in a transaction that does not require registration
      under the 1933 Act or any applicable United States state securities laws
      and regulations governing the offer and sale of securities and the
      Subscriber has furnished to the Company, prior to such sale, an opinion of
      counsel of recognized standing reasonably satisfactory
to

---

VII - 7

the Company confirming the compliance
of such sale with the 1933 Act and applicable United States state securities
laws;

| | (xxiii) | acknowledges and agrees the Securities will be
      restricted securities under the 1933 Act inasmuch as they are
      being acquired from the Company in a transaction not involving a public
      offering and that under the Act and applicable regulations the Securities
      may be resold without registration under the 1933 Act only in certain
      limited circumstances;                                                                                                                
| | ------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (xxiv)  | understands and acknowledges that upon the issuance
      thereof, and unless and until such time as the same is no longer required
      under the applicable requirements of the 1933 Act or applicable United
      States state securities laws and regulations, the certificates
      representing any of the Shares and Warrant Shares (and all certificates
      issued in exchange therefor or in substitution thereof) shall bear, on the
      face of such certificates, the following legend:

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

| | (xxv) | understands and acknowledges that the Warrants may only
      be exercised in circumstances where there is an exemption from the
      registration requirements of the 1933 Act available and applicable state
      securities laws and upon the original issue of the Warrants each
      certificate representing the Warrants and all certificates issued in
      exchange therefor or in substitution or transfer thereof, shall bear the
      following legend:
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

> THESE WARRANTS AND THE SECURITIES ISSUABLE
>             UPON EXERCISE OF THESE WARRANTS HAVE NOT BEEN REGISTERED UNDER THE
>             UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE 1933
>             ACT) OR ANY APPLICABLE STATE SECURITIES LAWS. THESE WARRANTS
>             MAY NOT BE EXERCISED BY OR ON BEHALF OF A U.S. PERSON OR PERSON WITHIN
>             THE UNITED STATES UNLESS REGISTERED UNDER THE 1933 ACT AND ANY APPLICABLE
>             STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION
>             IS AVAILABLE. AS USED HEREIN, THE TERMS UNITED STATES
>             AND U.S.

---

VII - 8

> PERSON HAVE THE MEANINGS ASSIGNED TO THEM IN
>             REGULATION S UNDER THE 1933 ACT.

| | (xxvi)   | consents to the Company making a notation on its records
      or giving instructions to any transfer agent of the Company in order to
      implement the restrictions on transfer set forth herein;                                                                                                                                                                                                                                                                                                                                                                             
| | -------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (xxvii)  | acknowledges the Company has no obligation or present
      intention to file a registration statement under the 1933 Act in respect
      of the Securities and accordingly there are substantial restrictions on
      transferability of the Securities and it may not be possible to liquidate
      the Subscribers investment readily in case of any emergency;                                                                                                                                                                                                            
| |          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (xxviii) | acknowledges the Financial Statements have been prepared
      in accordance with Canadian generally accepted accounting principles,
      which differ in some respects from United States generally accepted
      accounting principles, and thus may not be comparable to financial
      statements of United States companies;                                                                                                                                                                                                                                              
| |          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (xxix)   | the Subscriber will not engage in any directed selling
      efforts (as defined in Regulation S of the 1933 Act) in the United States
      of America in respect of the resale of the Securities, which includes any
      activities undertaken for the purpose of, or that could reasonably be
      expected to have the effect of, conditioning the market in the United
      States for the resale of the Securities; and                                                                                                                                               
| |          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (xxx)    | the Subscriber has not subscribed for the Units as a
      result of any form of general solicitation or general advertising (as
      those terms are used in Regulation D under the 1933 Act), including
      advertisements, articles, notices or other communications published in any
      newspaper, magazine or similar media or broadcast over radio or
      television, or other form of telecommunications, including electronic
      display, or any seminar or meeting whose attendees have been invited by
      general solicitation or general advertising.

- or -

Non-Canadian & Non-United
States Subscribers

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

| | (b) | if the Subscriber is not purchasing the Units for its own
      account:
| | --- | ------------------------------------------------------------------------

| | (i) | the Subscriber is:
| | --- | ------------------

---

VII - 9

| | (A) | a trust company or an insurance company which has
      received a business authorization under the Financial Institutions Act(British Columbia) or is authorized under the laws of another province
      of Canada to carry on such business in such other province and the
      Subscriber is purchasing such securities as an agent or trustee for
      accounts that are fully managed by the Subscriber; or
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (B) | an adviser managing the investment portfolios of clients
      through discretionary authority granted by one or more clients and is
      registered as such an adviser under the BC Act or the laws of another
      province of Canada or is exempt from such registration and the Subscriber
      is purchasing securities as an agent for accounts that are fully managed
      by the Subscriber;           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (C) | an adviser managing the investment portfolios of clients
      through discretionary authority granted by one or more clients and is in a
      jurisdiction other than Canada and is purchasing securities as an agent
      for accounts that are fully managed by it; and                                                                                                                                       

| | (ii) | the aggregate acquisition cost for such securities is not
      less than CDN$ 97,000 if resident in British Columbia or Alberta or
      outside of Canada or the Subscriber qualifies as an accredited investor
      in British Columbia;
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c) | if the Subscriber is not an individual or a corporation
      and is purchasing pursuant to sub-paragraph (a)(i), or (a)(ix), each
      member of the partnership, syndicate or other unincorporated organization
      which is the beneficial purchaser, or each beneficiary of the trust which
      is the beneficial purchaser, as the case may be, is an individual who has
      an aggregate acquisition cost for the Units of at least CDN$ 97,000 if
      resident in British Columbia or Alberta;
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (d) | unless the subscriber is a Reg S Subscriber or Rule 506
      Subscriber, the subscriber is not a U.S. Person or a person in the United
      States and is not acquiring the Units for the account or benefit of a U.S.
      Person or a person in the United States. A U.S.                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     | Person is defined in Regulation S under the 1933 Act to
      be any person who is                                                                                                                                                                                                                                                                                                                                                                                                                           

| | (A) | any natural person resident in the United
  States,                                                
| | --- | ---------------------------------------------------------------------------------------------------
| |     |                                                                                                    
| | (B) | any partnership or corporation organized or incorporated
      under the laws of the United States,
| |     |                                                                                                    
| | (C) | any estate of which any executor or administrator is a
      U.S. Person,                          
| |     |                                                                                                    
| | (D) | any trust of which any trustee is a U.S.
Person,                                                   
| |     |                                                                                                    
| | (E) | any agency or branch of a foreign entity located in the
      United States,                       

---

VII - 10

| | (F) | any non-discretionary account or similar account (other
      than an estate or trust) held by a dealer or other fiduciary organized,
      incorporated or, if an individual, resident in the United States,
    and
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                      
| | (G) | any partnership or corporation
if                                                                                                                                                                                    

| | (i)  | organized or incorporated under the laws of any foreign
      jurisdiction, and                                                                                                                                                                                                                                            
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                                                            
| | (ii) | formed by a U.S. Person principally for the purpose of
      investing in securities not registered under the 1933 Act, unless it is
      organized or incorporated, and owned, by Accredited Subscribers (as
      defined in Section 230.501(a) of the 1933 Act) who are not natural
      persons, estates or trusts;

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

---

VII - 11

| | (k) | the Subscriber has duly executed and delivered this
      Agreement and it constitutes a valid and binding agreement of the
      Subscriber enforceable against the Subscriber;                                                                                                                                                                                                         
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                          
| | (l) | this subscription by the Subscriber has not been induced
      by any representations or warranties by any person whatsoever with regard
      to the future value of the Securities; and                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                          
| | (m) | the Subscriber is an investor in securities of
      corporations in the development stage and acknowledges that it is able to
      fend for itself, can bear the economic risk of its investment and it has
      such knowledge and experience in financial or business matters such that
      it is capable of evaluating the merits and risks of the investment in the
      Units.

The foregoing representations, warranties and covenants are
made by the Subscriber with the intent that they be relied upon by the Company
in determining its suitability as a purchaser of the Securities and the
Subscriber hereby agrees to indemnify the Company against all losses, claims,
costs, expenses and damages or liabilities which it may suffer or incur as a
result of reliance thereon. The Subscriber undertakes to notify the Company
immediately of any change in any representation, warranty or other information
relating to the Subscriber set forth herein.

7.Representations
and Warranties of the Company

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

| | (a) | the Company and its subsidiaries, if any, are valid and
      subsisting corporations duly incorporated, continued or amalgamated and in
      good standing under the laws of the jurisdictions in which they are
      incorporated, continued or amalgamated with respect to all acts necessary
      to maintain their corporate existence;                                                                                                                                                                                                                                                                                 
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (b) | the Company has complied and will comply with all
      applicable corporate and securities laws and regulations in connection
      with the offer, sale and issuance of the Units;                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (c) | the Company is the beneficial owner of the properties,
      business and assets or the interests in the properties, business and
      assets referred to in the Public Record, except as disclosed in the Public
      Record all agreements by which the Company holds an interest in a
      property, business or asset are in good standing according to their terms,
      and there has not been any breach of the applicable laws of the
      jurisdictions in which such properties, business and assets are situated
      which would have a material adverse effect on such properties, business
      and assets;
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (d) | the Public Record and the representations contained in
      this Agreement are accurate in all material respects and omit no fact, the
      omission of which would make such representation misleading in light of
      the circumstances in which such representation was
made;                                                                                                                                                                                                                                                                                                                                            

---

VII - 12

| | (e) | the Financial Statements accurately reflect the financial
      position of the Company as at the date thereof and no adverse material
      changes in the financial position of the Company have taken place since
      the date of the latest balance sheet contained in the Financial
      Statements, except as has been publicly disclosed;                                                                                                                                                                                                                                                                                                  
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (f) | the issuance and sale of the Units by the Company does
      not and will not conflict with and does not and will not result in a
      breach of any of the terms, conditions or provisions of its constating
      documents or any agreement or instrument to which the Company is a
      party;                                                                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (g) | this Agreement has been duly authorized by all necessary
      corporate action on the part of the Company and, subject to acceptance by
      the Company, constitutes a valid obligation of the Company legally binding
      upon it and enforceable in accordance with its terms;                                                                                                                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (h) | the issuance of the Securities, at the time of their
      issue, will have been approved by all requisite corporate action and any
      shares comprising part of the Securities, upon issue and delivery, will be
      validly issued as fully paid and non-assessable;                                                                                                                                                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (i) | the Company and its subsidiaries, if any, are duly
      registered or licensed to carry on business in the jurisdictions in which
      they are required to be so registered or licensed to carry on business or
      own property or assets;                                                                                                                                                                                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (j) | neither the Company nor any of its subsidiaries, if any,
      is a party to any actions, suits or proceedings which could materially
      affect its business or financial condition, and, as at the date hereof, no
      such actions, suits or proceedings have been threatened or, to the best of
      the Companys knowledge, are pending, except as disclosed in the Public
      Record;                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (k) | no order ceasing or suspending trading in the Securities
      nor prohibiting sale of the Securities has been issued to and is
      outstanding against the Company or its directors, officers or promoters
      and to the best of the Companys knowledge no investigations or
      proceedings for such purposes are pending or threatened; and                                                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (l) | the Company is a reporting issuer under the BC Act,
      Alberta Act and Ontario Act,its common shares are listed for
      trading on the Exchange and there shall not be any consents, approvals,
      authorizations, orders or agreements of any stock exchanges, securities
      commissions or similar authorities in Canada, governmental agencies or
      regulators, courts or any other persons which may be required for the
      issuance of the Securities and the delivery of certificates representing
      the Securities to the Subscriber, not obtained and not in effect on the
      date of delivery of such certificates.

8.Legending of
Securities

The Subscriber hereby acknowledges that legends will be placed
upon the certificates representing the Securities to the effect that the
securities represented thereby are subject to hold or restricted

---

VII - 13

resale periods and may not be traded until the expiry thereof
except as permitted under the Resale Instrument, the policies of the Exchange
and any other applicable securities legislation, rules or policies.

9.Costs

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

10.Governing
Law

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

11.Survival

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

12.Assignment

This Agreement is not transferable or assignable.

13.Execution

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

14.Severability

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

---

VII - 14

15.Entire
Agreement

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

16.Notice

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

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

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

17.Securities Regulatory
Approval

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

---