---

PRIVATE PLACEMENT SUBSCRIPTION AGREEMENTFLOW-THROUGH SHARES

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

Re: Purchase of flow-through 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 flow-through common shares in the capital of the Company
  (the Shares) set out below at a price of $4.50 per Share.
  The securities subscribed for in this Agreement form part of a larger private
  placement (the Private Placement) of an aggregate of up to
  555,500 flow-through shares.

|Number to be purchased:                                                        | ________________________________________Flow-through
      Shares                                                                                                                                                                                                      
|------------------------------------------------------------------------------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                               |                                                                                                                                                                                                                                                                          
|Total Subscription Price:                                                      | CDN$ __________________________________________________                                                                                                                                                                                                                  
|(CDN$ 4.00 per Unit)                                                           | (the
      Subscribers Contribution)                                                                                                                                                                                                                                  
|                                                                               | (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)                                                                                                                                                                                                                                                         
|                                                                               |                                                                                                                                                                                                                                                                          
|**Social Insurance Number:**
      (If Subscriber is an individual)            | ________________________________________                                                                                                                                                                                                                                 
|                                                                              
|                                                                               |                                                                                                                                                                                                                                                                          
|**Business Identification Number:**
      (If Subscriber is not an individual) | ________________________________________                                                                                                                                                                                                                                 
|                                                                              

---

-2-

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

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


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

---

-3-

Subscribers must also complete and sign

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

ACCEPTANCE

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

KIRKLAND LAKE GOLD INC.

Per:  ______________________________
           Authorized Signatory

---

SCHEDULE I

CONFIRMATION OF RELATIONSHIP

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

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

(initial one or more as applicable)

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

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

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

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I-2

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

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

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

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

| | (i)  | a personwho holds a sufficient number of the
      voting rights attached to all outstanding voting securities of the Company
      to affect materially the control of the Company, or
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                        
| | (ii) | each personin a combination of persons, acting in
      concert by virtue of an agreement, arrangement, commitment or
      understanding, which holds in total a                      

---

I-3

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

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

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

DATEDat _________________________________on ________________________________________,
  2005

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



---

SCHEDULE II

ACCREDITED INVESTOR CONFIRMATION

( For accredited investors resident in British Columbia or
Alberta)

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

(initial as 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 companyreferred
        to in paragraphs (a) to (c), if the person or companyowns all
        of the voting securities of the subsidiary, except the voting securities
        required by law to be owned by directors of that subsidiary;     
|        |     |                                                                                                                                                                                                                                                                               
|_______ | (e) | a person or companyregistered under the securities
        legislation of a jurisdiction of Canada, as an adviser or dealer, other
        than a limited market dealer registered under the Securities Act(Ontario)
        or the Securities Act(Newfoundland and Labrador);
|        |     |                                                                                                                                                                                                                                                                               
|_______ | (f) | an individual registered or formerly registered under
        the securities legislation of a jurisdiction of Canada, as a representative
        of a person or companyreferred to in paragraph (e);                                                                         
|        |     |                                                                                                                                                                                                                                                                               
|_______ | (g) | the government of Canada or a jurisdiction of Canada,
        or any crown corporation, agency or wholly-owned entityof the
        government of Canada or a jurisdiction of Canada;                                                                                         
|        |     |                                                                                                                                                                                                                                                                               
|_______ | (h) | a municipality, public board or commission in Canada;                                                                                                                                                                                                                         
|        |     |                                                                                                                                                                                                                                                                               
|_______ | (i) | any national, federal, state, provincial, territorial
        or municipal government of or in any foreign jurisdiction, or any agency
        of that government;                                                                                                            
|        |     |                                                                                                                                                                                                                                                                               
|_______ | (j) | a pension fund that is regulated by either the Office
        of the Superintendent of Financial Institutions (Canada) or a pension
        commission or similar regulatory authority of a jurisdiction of Canada;                                                           

---

II - 2

|_______ | (k) | an individual who, either alone or jointly with a spouse,
        beneficially owns, directly or indirectly, financial assetshaving
        an aggregate realizable value that before taxes, but net of any related
        liabilities, exceeds CDN$ 1,000,000;                                                                                                                                                                                
|------- | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|_______ | (l) | an individual whose net income before taxes exceeded
        CDN$ 200,000 in each of the two most recent years or whose net income
        before taxes combined with that of a spouseexceeded CDN$ 300,000
        in each of the two most recent years and who, in either case, reasonably
        expects to exceed that net income level in the current year;                                                                               
|        |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|_______ | (m) | a person or company, other than a mutual fund
        or non-redeemable investment fund, that, either alone, or with a spouse,
        had net assets of at least CDN$ 5,000,000, and unless the person or companyis an individual, that amount is shown on its most recently prepared
        financial statements;                                                                                                                            
|        |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|_______ | (n) | a mutual fund or non-redeemable investment fund that,
        in the local jurisdiction, distributes its securities only to persons
        or companies that are accredited investors;                                                                                                                                                                                                                                                         
|        |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|_______ | (o) | a mutual fund or non-redeemable investment fund that,
        in the local jurisdiction, is distributing or has distributed its securities
        under one or more prospectuses for which the regulator has issued receipts;                                                                                                                                                                                                                  
|        |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|_______ | (p) | a trust company or trust corporation registered or authorized
        to carry on business under the Trust and Loan Companies Act(Canada)
        or under comparable legislation in a jurisdiction of Canada or a foreign
        jurisdiction, trading as a trustee or agent on behalf of a fully managed
        account;                                                                                                                    
|        |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|_______ | (q) | a person or companytrading as agent on behalf
        of a fully managed account if that person or companyis registered
        or authorized to carry on business under the securities legislation of
        a jurisdiction of Canada or a foreign jurisdiction as a portfolio manager
        or under an equivalent category of adviser or is exempt from registration
        as a portfolio manager or the equivalent category of adviser;
|        |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|_______ | (r) | a registered charity under the Income Tax Act(Canada)that,
        in regard to the trade, has obtained advice from an eligibility adviser
        or other adviser registered to provide advice on the securities being
        traded;                                                                                                                                                                                                        
|        |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|_______ | (s) | an entityorganized in a foreign jurisdiction
        that is analogous to any of the entities referred to in paragraphs (a)
        through (e) and paragraph (j) in form and function; or                                                                                                                                                                                                                                                      
|        |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|_______ | (t) | a person or companyin respect of which all of
        the owners of interests, direct or indirect, legal or beneficial, except
        the voting securities required by law to be owned by directors, are persons
        or companies that are accredited investors.                                                                                                                                                                          

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

---

II - 3

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

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

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

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

---

II - 4

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

---

II - 5

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

DATEDat _________________________________on ________________________________________,
  2005

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



---

SCHEDULE III

ACCREDITED INVESTOR CONFIRMATION

(For accredited investors resident in Ontario)

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

(initial as 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 companylicensed to do business as an insurance
        company in any jurisdiction;                                                                                                                                                                                         
|        |     |                                                                                                                                                                                                                                                                               
|_______ | (f) | a subsidiary of any companyreferred to in paragraph
        (a), (b), (c), (d) or (e), where the companyowns all of the voting
        shares of the subsidiary;                                                                                                              
|        |     |                                                                                                                                                                                                                                                                               
|_______ | (g) | a personor companyregistered under the
        Securities Act(Ontario) or securities legislation in another jurisdiction
        as an adviser or dealer, other than a limited market dealer;                                                                                 
|        |     |                                                                                                                                                                                                                                                                               
|_______ | (h) | the government of Canada or of any jurisdiction, or
        any crown corporation, instrumentality or agency of a Canadian federal,
        provincial or territorial government;                                                                                             
|        |     |                                                                                                                                                                                                                                                                               
|_______ | (i) | any Canadian municipality or any Canadian provincial
        or territorial capital city;                                                                                                                                                                                     
|        |     |                                                                                                                                                                                                                                                                               
|_______ | (j) | any national, federal, state, provincial, territorial
        or municipal government of or in any foreign jurisdiction, or any instrumentality
        or agency thereof;                                                                                                    
|        |     |                                                                                                                                                                                                                                                                               
|_______ | (k) | a pension fund that is regulated by either the Office
        of the Superintendent of Financial Institutions (Canada) or a provincial
        pension commission or similar regulatory authority;                                                                            

---

III - 2

|_______ | (l) | a registered charity under the Income Tax Act(Canada);                                                                                                                                                                                                                                                                                                              
|------- | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |     |                                                                                                                                                                                                                                                                                                                                                                     
|_______ | (m) | an individual who beneficially owns, or who together
        with a spousebeneficially own, financial assetshaving
        an aggregate realizable value that, before taxes but net of any related
        liabilities, exceeds CDN$ 1,000,000;                                                                                                                     
|        |     |                                                                                                                                                                                                                                                                                                                                                                     
|_______ | (n) | an individual whose net income before taxes exceeded
        CDN$ 200,000 in each of the two most recent years or whose net income
        before taxes combined with that of a spouseexceeded CDN$ 300,000
        in each of those years and who, in either case, has a reasonable expectation
        of exceeding the same net income level in the current year;
|        |     |                                                                                                                                                                                                                                                                                                                                                                     
|_______ | (o) | an individual who has been granted registration under
        the Securities Act(Ontario) or securities legislation in another
        jurisdiction as a representative of a personor companyreferred
        to in paragraph (g), whether or not the individual 's registration is
        still in effect;                                                        
|        |     |                                                                                                                                                                                                                                                                                                                                                                     
|_______ | (p) | a promoter of the Company or an affiliated entityof a promoter of the Company;                                                                                                                                                                                                                                                                                      
|        |     |                                                                                                                                                                                                                                                                                                                                                                     
|_______ | (q) | a spouse, parent, grandparent or child of an
        officer, director or promoter of the Company;                                                                                                                                                                                                                                                                  
|        |     |                                                                                                                                                                                                                                                                                                                                                                     
|_______ | (r) | a personor companythat, in relation
        to the Company, is an affiliated entityor a personor companyreferred to in clause (c) of the definition of distribution in subsection
        1(1) of the Securities Act(Ontario);                                                                                                                                      
|        |     |                                                                                                                                                                                                                                                                                                                                                                     
|_______ | (s) | an issuer that is acquiring securities of its own issue;                                                                                                                                                                                                                                                                                                            
|        |     |                                                                                                                                                                                                                                                                                                                                                                     
|_______ | (t) | a company, limited liability company, limited
        partnership, limited liability partnership, trust or estate, other than
        a mutual fundor non-redeemable investment fund, that had
        net assets of at least CDN$ 5,000,000 as reflected in its most recently
        prepared financial statements;                                               
|        |     |                                                                                                                                                                                                                                                                                                                                                                     
|_______ | (u) | a personor companythat is recognized
        by the Ontario Securities Commission as an accredited investor;                                                                                                                                                                                                                                                        
|        |     |                                                                                                                                                                                                                                                                                                                                                                     
|_______ | (v) | a mutual fundor non-redeemable investment
        fundthat, in Ontario, distributes its securities only to persons
        or companies that are accredited investors;                                                                                                                                                                                              
|        |     |                                                                                                                                                                                                                                                                                                                                                                     
|_______ | (w) | a mutual fundor non-redeemable investment
        fundthat, in Ontario, distributes its securities under a prospectus
        for which a receipt has been granted by the Director of the Ontario Securities
        Commission or if it has ceased distribution of its securities, has previously
        distributed securities in this manner;                   
|        |     |                                                                                                                                                                                                                                                                                                                                                                     
|_______ | (x) | a fully managed accountif it is acquiring a
        security that is not a security of a mutual fundor non-redeemable
        investment fund;                                                                                                                                                                                                                      

---

III - 3

|_______ | (y)  | an account that is fully managed by a trust corporation
        registered under the Loan and Trust Corporations Act(Ontario)
        or under the Trust and Loan Companies Act(Canada) or under comparable
        legislation in any other jurisdiction;
|------- | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |      |                                                                                                                                                                                                                                                           
|_______ | (z)  | an entityorganized outside of Canada that is
        analogous to any of the entities referred to in paragraphs (a) through
        (g) and paragraph (k) in form and function; or                                                                        
|        |      |                                                                                                                                                                                                                                                           
|_______ | (aa) | a personor companyin respect of which
        all of the owners of interests, direct or indirect, legal or beneficial,
        are persons or companies that are accredited investors.                                                                    

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

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

|(a) | company means any corporation, incorporated
      association, incorporated syndicate or other incorporated
    organization;                                                                                                                                                                                                                                     
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                     
|(b) | entity means a company, syndicate, partnership,
      trust or unincorporated organization;                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                     
|(c) | financial assets means cash, securities, or any
      contract of insurance or deposit or evidence thereof that is not a
      security for the purposes of the Securities Act(Ontario);                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                     
|(d) | managed account means an investment portfolio
      account of a client established in writing with a portfolio 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)                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                     
|    | (iii)                                                                                                                                                                                                                                                                                                                                                               

---

III - 4

|(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)                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                  
|    | (ii)                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                  
|(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)                                    

---

III - 5

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

DATEDat _________________________________on ________________________________________,
  2005

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



---

SCHEDULE IV

TERMS & CONDITIONS

1.      Description of
Transaction and Securities

The Company has certain interests in mineral resource
properties situated in Canada (collectively the Properties) and its
principal business is exploring for or mining minerals. The Company intends to
carry out one or more exploration programs (the Exploration Program) on
the Properties from or above the surface of the earth to determine the
existence, location, extent and quality of the mineral resources located therein
that is:

| | (a) | a base or precious metal deposit; or 
| | --- | -------------------------------------
| |     |                                      
| | (b) | a mineral deposit in respect of which
| |     |                                      
| |     | (i)                                  
| |     |                                      
| |     | (ii)                                 

and which Exploration Program does not include:

| | (c) | trenching, if one of the purposes of the trenching is to
      carry out preliminary sampling;
| | --- | ----------------------------------------------------------------------------------------------
| |     |                                                                                               
| | (d) | digging test pits; or                                                                         
| |     |                                                                                               
| | (e) | preliminary sampling,                                                                         

other than Permitted Sampling. For the purposes hereof,
Permitted Sampling means the collecting and testing of samples in
respect of any mineral deposit other than the collecting or testing of a
sample:

| | (f) | that, at the time it is collected, weighs more than 15
      tonnes; or                                                                                                                                                                                                                                                              
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                      
| | (g) | where the total weight of all previous samples (excluding
      samples each weighing less than one tonne) collected from the same deposit
      in that calendar year by the Company, any partnership of which the Company
      is a partner or any combination of the Company and any such partnership
      exceeds 1,000 tonnes.

The Subscriber has agreed to partially fund the Exploration
Program by purchasing, on a private placement basis, flow-through common
shares in the capital of the Company (collectively the Shares or
Securities). The Company has agreed to apply the purchase funds to be
provided by

---

IV - 2

the Subscriber and others towards carrying out the Exploration
Program and to renounce the expenditures associated therewith to the Subscriber
and others in accordance with the terms of this Agreement.

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

2.Payment of
Subscribers Contribution

The Subscriber shall pay the Subscribers Contribution to the
Company by money order, certified cheque or bank draft payable to the Company
prior to the Closing Date. Following the Closing (as defined in paragraph 4) the
Company will deposit the Subscribers Contribution into a separate bank account
(the Subscribers Exploration Account) established by the Company for
the purpose of financing the Exploration Program.

3.Documents
Required

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

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

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.

---

IV - 3

4.     
Closing

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

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

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

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

5.Additional
Investors May Participate in Exploration Program

The Subscriber acknowledges that the Company may enter into
agreements similar to this Agreement with other persons. Such agreements will be
made and dated for reference the same date as this Agreement. Any funds paid to
the Company pursuant to the terms of such agreements will also be deposited in
the Subscribers Exploration Account. Should the Company intend to issue
additional flow-through common shares pursuant to other private placements or
public offerings, any subscription funds received from such private placements
or public offerings will be deposited into bank accounts (each an Additional
Exploration Account) separate from the Subscribers Exploration Account and
will not be commingled with the funds comprising the Subscribers Exploration
Account, it being the intention of the parties that an Additional Exploration
Account be established for each such private placement or public offering. The
Company will expend each Additional Exploration Account in the order of:

| | (a) | the reference dates of the subscription agreements
      entered into for any such private placements; and
| | --- | ----------------------------------------------------------------------------------------------------------
| |     |                                                                                                           
| | (b) | the date of closing any such public
  offerings,                                                          

such that the subscription funds from the oldest flow-through
financing will always be spent first and renunciations made in respect of such
expenditures before any renunciations are made in respect of any exploration
expenditures that are financed from subsequent flow-through financings.

6.Application of
Subscribers Exploration Account

Subject to the Companys right to revise the Exploration
Program as provided for in this Agreement, the Company will apply the
Subscribers Contribution:

| | (a) | exclusively for the purpose of funding the Exploration
      Program; and
| | --- | -------------------------------------------------------------------------

---

IV - 4

| | (b) | only to incur expenditures (Exploration
      Expenditures) which qualify for renunciation to Subscribers as CEE
      and Flow-Through Mining Expenditures (as defined
below).
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

For the purposes of this Agreement:

| | (a) | CEE means expenses which qualify as Canadian
      Exploration Expense within the meaning of paragraph (f) of the definition
      of Canadian Exploration Expense in sub- section 66.1(6) of the Income
      Tax Actof Canada (the ITA), other than expenses which
      constitute
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                          
| |     | (i)                                                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                          
| |     | (ii)                                                                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                          
| | (b) | Flow-Through Mining Expenditures means CEE which
      qualifies for the credit under sub-section 127(9) of the
  ITA.                                                                                                                                                                 

7.Accrued Interest
on Subscribers Exploration Account

The Subscriber acknowledges that any interest accruing on funds
in the Subscribers Exploration Account accrues to the sole benefit of the
Company and may be applied by the Company for general corporate purposes.

8.Schedule for
Incurring Exploration Expenditures

The Company will incur Exploration Expenditures and expend the
Subscribers Contribution between the Closing Date and December 31, 2006.

9.Company to
Renounce Exploration Expenditures in Favour of Subscriber

The Company will renounce Exploration Expenditures equal to the
Subscribers Contribution in favour of the Subscriber, in accordance with the
provisions of subsections 66(12.6) and 66(12.66) of the ITA, on or before March
16, 2006 with effect as of December 31, 2005. If the Company does not renounce
to the Subscriber Exploration Expenditures equal to the Subscribers
Contribution effective on or before December 31, 2005, the Company shall
indemnify the Subscriber as to, and pay in settlement thereof to the Subscriber,
an amount equal to the amount of any tax payable or that may become payable
under the ITA (and under any corresponding provincial legislation) by the
Subscriber as a consequence of such failure. The sole recourse of the Subscriber
for such failure to renounce shall be such indemnification and payment.

---

IV - 5

The Company will not reduce the amount to be renounced
hereunder to the Subscriber pursuant to subsection 66(12.6) of the ITA and, if
the Minister of National Revenue reduces the amount so renounced pursuant to
subsection 66(12.73) of the ITA, and as the sole recourse to the Subscriber for
such reduction, the Company shall indemnify the Subscriber as to, and pay in
settlement thereof to the Subscriber, an amount equal to the amount of any tax
payable or that may become payable under the ITA (and under any corresponding
provincial legislation) by the Subscriber as a consequence of such reduction.
The sole recourse of the Subscriber for such reduction shall be such
indemnification and payment.

10.Company to File
Prescribed Form in Respect of Renunciations

The Company will file, in respect of each renunciation made
pursuant to this Agreement, before March 16, 2006, such information returns in
the prescribed form with the Minister of National Revenue as are prescribed by
subsection 66(12.7) of the ITA. Copies of such information returns will
concurrently be sent to the Subscriber and the Subscriber is thereby authorized
to file such information returns with the Canada Revenue Agency and other
taxation authorities in respect of its own income tax filings.

11.Company to File Copy
of Agreement with Canada Revenue Agency

The Company will file, together with a copy of this Agreement,
the prescribed form referred to in subsection 66(12.68) of the ITA with the
Minister of National Revenue on or before the last day of the month following
the Closing Date.

12.Company Not to Claim a
Deduction in Respect of the Exploration Expenditures

The Company acknowledges that it has no right to claim any
deduction for CEE or depletion of any sort in respect of the Exploration
Expenditures and covenants not to claim any such deduction when preparing its
tax returns from time to time.

13.Company to Account to
Subscriber

The Company will maintain proper accounting books and records
relating to the Exploration Expenditures. On the completion of the Exploration
Program, the Company will account to the Subscriber in respect of the
application of the Subscribers Contribution.

14.Acknowledgements of
Subscriber

The Subscriber acknowledges that:

| | (a) | the Subscribers decision to execute this Agreement and
      acquire the Shares has not been based on any oral or written
      representation made by or on behalf of the Company or any consultant (a
      Consultant) who might have introduced the Subscriber to the
      Company and the Company has not provided any
offering
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

IV - 6

| |     | memorandum, prospectus, disclosure statement or
      registration statement to the Subscriber but such decision is based
      entirely upon the Subscribers review of information which has been filed
      by the Company with the various Canadian securities commissions under
      applicable securities legislation and the Exchange (the Public
      Record), including the Companys most recent audited annual and
      unaudited interim financial statements (collectively the Financial
      Statements), and the Subscribers knowledge of the Companys affairs,
      and the Subscriber has had the opportunity to ask questions of the Company
      and its advisors regarding the Company and its business and financial
      condition and, as a result of all of the foregoing, the Subscriber
      believes that it has received all the information which it considers
      necessary for deciding whether to invest in the Shares;
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (b) | although the Consultant may have introduced the
      Subscriber to the Company, the Subscriber and the Company acknowledge and
      agree with, and for the benefit of, the Consultant (such acknowledgements
      and agreements to survive the Closing) that:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (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 and the
      Consultant harmless from any loss or damage they may suffer as a result of
      the Subscribers failure to correctly complete this Agreement and such
      Schedules;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (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 neither the Company nor
      the the Consultant is 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                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

---

IV - 7

| |     | 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 Shares are being offered for sale only on a private
      placement basis and the Company has advised the Subscriber that the
      Company is relying on exemptions (and such sales are conditional upon the
      existence of such exemptions or the receipt of such orders, consents and
      approvals as are necessary to make such sales exempt) from the
      requirements to provide the Subscriber with a prospectus or offering
      memorandum and to sell securities through a person registered to sell
      securities under the Securities Act(British Columbia),
      Securities Act(Alberta) and Securities Act(Ontario)
      (together with the respective rules, policies, instruments and orders
      thereunder, the BC Act, Alberta Act and Ontario
      Act, respectively), as the case may be, and, as a consequence of
      acquiring securities pursuant to these exemptions,
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (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                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

---

IV - 8

| | (l) | pending the approval of the Private Placement by all
      securities regulatory authorities having jurisdiction and the Closing, the
      Subscription Funds may be used by the Company for its corporate purposes.
      Any interest income from the Subscription Funds shall be for the account
      of the Company regardless of whether the Private Placement is approved by
      such regulatory authorities. Should such regulatory authorities not
      approve the Private Placement the Subscription Funds shall be repaid to
      the Subscriber on demand without interest or
deduction.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

15.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 Shares as principal
      for its own account, the Subscriber is purchasing them for investment only
      and not for the benefit of any other person or for resale, distribution or
      other disposition of the Securities and is resident in:
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                        
| |     | British Columbia Subscribers                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                        
| |     | British Columbia and is                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                        
| |     | (i)                                                                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                        
| |     | (ii)                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                        
| |     | (iii)                                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                        
| |     | (iv)                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                        
| |     | (v)                                                                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                        
| |     | (vi)                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                        
| |     | (vii)                                                                                                                                                                                                                                                                                  

---

IV - 9

| | (viii) | an accredited investor under the BC
Act.
| | ------ | ----------------------------------------

-or-

Alberta Subscribers

Alberta and is

| | (ix)   | purchasing a sufficient number of such securities that
      the aggregate acquisition cost is not less than CDN$ 150,000;                                                                                                                                                   
| | ------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |        |                                                                                                                                                                                                                                                                              
| | (x)    | is an employee of the Company or an affiliate of the
      Company, and has not been directly or indirectly required by the employer
      to purchase such securities or the Subscriber is a senior officer or
      director of the Company or an affiliate of the Company;
| |        |                                                                                                                                                                                                                                                                              
| | (xi)   | a director, senior officer or control person of the
      Company, or of an affiliate of the Company;                                                                                                                                                                        
| |        |                                                                                                                                                                                                                                                                              
| | (xii)  | a spouse, parent, grandparent, brother, sister or child
      of a director, senior officer or control person of the Company, or of an
      affiliate of the Company;                                                                                                       
| |        |                                                                                                                                                                                                                                                                              
| | (xiii) | a close personal friend of a director, senior officer or
      control person of the Company, or of an affiliate of the
Company;                                                                                                                                             
| |        |                                                                                                                                                                                                                                                                              
| | (xiv)  | a close business associate of a director, senior officer
      or control person of the Company, or of an affiliate of the
  Company;                                                                                                                                        
| |        |                                                                                                                                                                                                                                                                              
| | (xv)   | a person or corporation that is wholly-owned by any
      combination of persons or corporations described in paragraphs (xi) to
      (xiv); or                                                                                                                             
| |        |                                                                                                                                                                                                                                                                              
| | (xvi)  | an accredited investor under the Alberta
  Act.                                                                                                                                                                                                                              

-or-

Ontario Subscribers

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

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

---

IV - 10

| | (i)   | 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 it; or                                                                            
| | ----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (ii)  | an adviser managing the investment portfolios of clients
      through discretionary authority granted by one or more clients, and is
      either (1) registered as such an adviser under the BC Act, Alberta Act or
      the laws of another province of Canada or is exempt from such
      registration, or (2) in a jurisdiction other than Canada and, in either
      (1) or (2), is purchasing securities as an agent for accounts that are
      fully managed by it; and
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (iii) | resident in British Columbia or Alberta and the aggregate
      acquisition cost for such securities is not less than CDN$ 150,000;
    or                                                                                                                                                                                                                                                                                                                                         
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (iv)  | resident in British Columbia, Alberta or Ontario and is
      an accredited investor under the BC Act, Alberta Act or Ontario Act,
      respectively; or                                                                                                                                                                                                                                                                                                                        
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (v)   | resident outside of Canada;                                                                                                                                                                                                                                                                                                                                                                                                                                                        

| | (c) | if the Subscriber is not purchasing the Shares for its
      own account or one or more accounts that are fully managed by it but is
      purchasing them on behalf of certain principals for which it is acting as
      agent, it is duly authorized to enter into this Agreement and complete the
      transactions contemplated hereby and each such principal:      
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                            
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                            
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                            
| |     | (iii)                                                                                                                                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                            
| |     | and the Subscriber acknowledges that the Company is
      required by law to disclose to certain regulatory authorities the identity
      of each such principal for whom it is acting and consents to such
      disclosure;                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                                            
| | (d) | if the Subscriber is not an individual or a corporation
      and is purchasing pursuant to sub-paragraph (a)(i) or (a)(ix), each member
      of the partnership, syndicate or other unincorporated organization which
      is the beneficial purchaser, or each beneficiary of the trust which is the
      beneficial purchaser, as the case may be, is an
  individual

---

IV - 11

| |     | who has an aggregate acquisition cost for the Shares of
      at least CDN$ 150,000 if resident in British Columbia or
Alberta;                                                                                                                                                                                                                                                                                                                                                              
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (e) | the Subscriber is not acquiring the Shares as a result of
      any information about the material affairs of the Company that is not
      generally known to the public except knowledge of this particular
      transaction but is acquiring the Shares based on its review of the Public
      Record and the representations contained in this Agreement;                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (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
      Shares 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;
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (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;                                                                                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (m) | to the best of its knowledge, none of the funds the
      Subscriber is using to purchase the Shares                                                                                                                                                                                                                                                                                                                                                                                         

---

IV - 12

| | (i)  | have been or will be derived from or related to any
      activity that is prohibited by, or deemed criminal under, the laws of
      Canada, United States of America, or any other jurisdiction, or
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                      
| | (ii) | are being tendered on behalf of a person or entity who
      has not been identified to the Subscriber; and                                                                                          

| | (n) | 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
      Shares.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

16.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 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;

---

IV - 13

| | (c) | 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;                                                                                                    
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                         
| | (d) | the Financial Statements accurately reflect the financial
      position of the Company as at the date thereof and have been properly
      prepared in accordance with Canadian Generally Accepted Accounting
      Principles (GAAP);                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                         
| | (e) | 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 Company has properly prepared and filed all tax
      returns and all taxes payable have been paid except where the Company is
      contesting in good faith any re- assessments of its taxes payable
      thereunder;                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                         
| | (g) | except as disclosed in the Public Record and for options
      granted in the ordinary course under the Companys stock option plan,
      there are no outstanding options, warrants or other securities exercisable
      to purchase or convertible or exchangeable into common shares of the
      Company;                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                         
| | (h) | 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 Shares;                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                         
| | (i) | the issuance and sale of the Shares 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;                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                         
| | (j) | 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;                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                         
| | (k) | 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;                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                                                         
| | (l) | 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 and are carrying on their business and own their
      property and assets in accordance with all applicable laws, regulations
      and

---

IV - 14

| |     | other requirements, including environmental laws,
      regulations and requirements, and has not received any notice of a breach
      thereof which would have a material adverse effect on the Company, its
      subsidiaries or their business except where it is in good faith attempting
      to remedy such breach or contesting such notice;                                                                                                                                                                                                                                                                                                
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (m) | 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;                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (n) | 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                                                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (o) | 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.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (p) | it is, and at all material times will remain, a
      principal-business corporation within the meaning prescribed by
      sub-section 66(15) of the ITA; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (q) | the Shares will qualify as flow-through shares as
      described in sub-section 66(15) of the ITA and in particular will not be
      prescribed shares for the purposes of section 6202.1 of the regulation
      to the ITA.                                                                                                                                                                                                                                                                                                                                                                                                                   

17.Legending of
Securities

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

18.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.

---

IV - 15

19.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.

20.Personal
Information

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

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

The Subscriber represents and warrants that it has the
authority to provide the consents and acknowledgments set out in this paragraph
on behalf of all persons for whose benefit the Subscriber is subscribing.

---

IV - 16

21.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 Shares by the Subscriber and any subsequent disposition by the
Subscriber of the Securities.

22.Assignment

This Agreement is not transferable or assignable.

23.Execution

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

24.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.

25.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 Shares 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.

26.Amendment

No amendment of the provisions of this Agreement shall be
effective unless in writing and signed by all of the parties hereto.

27.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:

---

IV - 17

| | (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.

28.Securities Regulatory
Approval

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

29.No Dissemination of
Confidential Information

The Company is entitled to hold confidential all exploration
information relating to any program on which any portion of the Subscribers
Contribution is expended pursuant to this Agreement and it is not obligated to
make such information available to the Subscriber except in the manner and at
such time as it makes any such information available to its shareholders or to
the public pursuant to the rules and policies of any stock exchange or laws,
regulations or policies of any province.

30.Subscriber Does Not
Acquire any Interest in the Properties

The Subscriber shall not, as a result of the Company incurring
any Exploration Expenditures associated with the Exploration Program or by
reason of this Agreement, acquire any interest in or to the Properties.

31.Revision of
Exploration Program

While it is the present intention of the Company to undertake
the Exploration Program, it is the nature of natural resource exploration that
data and information acquired during the conduct of an exploration program may
alter the initially proposed program of exploration and the Company expressly
reserves the right to alter the Exploration Program on the advice of its
technical staff or consultants and further reserves the right to substitute
other exploration programs on which to expend part of the Subscribers
Contribution, provided such programs entail the incurrence of Exploration
Expenditures.

---

IV - 18

32.Force
Majeure

If the Company is prevented or delayed from performing any of
its obligations hereunder or from incurring Exploration Expenditures on behalf
of the Subscriber or in carrying out any programs contemplated hereby by reason
of any act of God, strike, labour dispute, lockout, threat of imminent strike,
fire, flood, interruption or delay in transportation, war, insurrection or mob
violence requirements or regulation of government or statute, unavoidable
casualties, shortage of labour, equipment or materials, plant breakdown or
failure of operating equipment or any disabling cause without regard to the
foregoing enumeration beyond its control or which cannot be overcome by the
means normally employed in performance, then and in every such event, any such
prevention or delay will not constitute a breach of this Agreement but, subject
to the requirements of the ITA concerning renunciation of CEE to the subscribers
of flow-through shares, performance of any of the said obligations or
requirements to incur Exploration Expenditures on behalf of the Subscriber or to
perform any such program shall be suspended during such period of disability and
the period of all such delays resulting from any such causes will be excluded in
computing the time within which anything required to be permitted by the Company
is to be done hereunder, it being understood that the time within which anything
is to be done, or made pursuant hereto, will be extended by the total period of
all such delays.

---