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KIRKLAND LAKE GOLD INC.

SUBSCRIPTION AGREEMENT FOR UNITS

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

The undersigned (the Subscriber) hereby
  irrevocably subscribes for and agrees to purchase from Kirkland Lake Gold Inc.
  (the Corporation) that number of units of the Corporation
  (the Units) set out below at a price of $3.90 per Unit. Each
  Unit consists of one common share in the capital of the Corporation (a Common
  Share) and one-half of one Common Share purchase warrant (each whole
  Common Share purchase warrant, a Warrant). Each Warrant shall
  entitle the holder thereof to acquire one Common Share (a Warrant
  Share) at a price of $4.40 until that date which is 18 months following
  the Closing Date (as defined herein). The Subscriber agrees to be bound by the
  terms and conditions set forth in the attached Terms and Conditions of
  Subscription for Units including without limitation the representations,
  warranties and covenants set forth in the applicable schedules attached thereto.
  The Subscriber further agrees, without limitation, that the Corporation and
  the Agents may rely upon the Subscribers representations, warranties and
  covenants contained in such documents.

SUBSCRIPTION AND SUBSCRIBER INFORMATION

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

|                                                                                                               |  |                                                                                                         
|-------------------------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------
|                                                                                                               |  | Number of Flow-Through Shares:x
      $3.90                                                             
|(Name of Subscriber)                                                                                           |  |                                                                                                         
|                                                                                                               |  | =                                                                                                       
|                                                                                                               |  |                                                                                                         
|Account Reference (if applicable):                                                                             |  |                                                                                                         
|                                                                                                               |  | Aggregate Subscription Price: ____________________________________________                              
|By: _________________________________________________________________                                          |  | (the
      Subscription Price)                                                                        
|Authorized
      Signature                                                                                     |  |                                                                                                         
|                                                                                                               |  |                                                                                                         
|                                                                                                               |  | If
      the Subscriber issigning as agentfor a principal(beneficialpurchaser)                          
|(Official Capacity or Title  if the Subscriber
      is not an individual)                                    |  | and is not purchasing as trustee
      or agent for accounts fully managed by it,                       
|                                                                                                               |  | complete the following:                                                                                 
|                                                                                                               |  |                                                                                                         
|(Name of individual whose signature appears
      above if different than the                                  |  |                                                                                                         
|name of the subscriber printed above.)                                                                         |  | (Name of Principal)                                                                                     
|                                                                                                               |  |                                                                                                         
|                                                                                                               |  |                                                                                                         
|(Subscribers Address, including Province)                                                                     |  | (Principals Address)                                                                                   
|                                                                                                               |  |                                                                                                         
|                                                                                                               |  |                                                                                                         
|S.I.N. or Tax Account Number of Subscriber                                                                     |  |                                                                                                         
|                                                                                                               |  |                                                                                                         
|                                                                                                               |  |                                                                                                         
|(Telephone
      Number)                                                                
      (Email Address) |  |                                                                                                         
|                                                                                                               |  |                                                                                                         
|                                                                                                               |  |                                                                                                         
|                                                                                                               |  |                                                                                                         
|Account Registration Information:                                                                              |  | Delivery Instructions:                                                                                  
|                                                                                                               |  |                                                                                                         
|                                                                                                               |  |                                                                                                         
|(Name)                                                                                                         |  | (Name)                                                                                                  
|                                                                                                               |  |                                                                                                         
|                                                                                                               |  | (Account Reference, if applicable)                                                                      
|                                                                                                               |  |                                                                                                         
|(Account Reference, if applicable)                                                                             |  |                                                                                                         
|                                                                                                               |  | (Address)                                                                                               
|                                                                                                               |  |                                                                                                         
|(Address, including Postal Code)                                                                               |  | (Contact Name)                                                                  (Telephone
      Number)
|                                                                                                               |  |                                                                                                         
|                                                                                                               |  |                                                                                                         
|Number and kind of securities of the Corporation held, if any:                                                 |  | 1.
      State whether Subscriber is an insider of the Corporation:                                     
|                                                                                                               |  |                                                                                                         
|                                                                                                               |  | Yes    ** ̈**      No       ** ̈**                                                                        
|                                                                                                               |  |                                                                                                         
|                                                                                                               |  |                                                                                                         
|                                                                                                               |  |                                                                                                         
|                                                                                                               |  |                                                                                                         

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TERMS AND CONDITIONS OF SUBSCRIPTION FOR UNITS

ARTICLE 1 - INTERPRETATION

1.1Definitions

Whenever
  used in this Subscription Agreement, the following words and phrases shall have
  the respective meanings ascribed to them as follows:

Agency Agreement means the Agency Agreement
  to be dated on or about November 28, 2003 entered into between the Agents and
  the Corporation in respect of the Offering.

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

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

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

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

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

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

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

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

Offering means the offering of Units pursuant
  to this Subscription Agreement and the Agency Agreement.

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

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

Subscriber means the subscriber for the
  Units as set out on the face page of this Subscription Agreement.

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

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

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3

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

TSX means the Toronto Stock Exchange.

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

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

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

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

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

Warrant Agent means Pacific Corporate Trust.

Warrant Indenture means the Warrant Indenture
  between the Corporation and the Warrant Agent providing for the issuance of
  the Warrants.

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

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

1.2Gender and Number

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

1.3Currency

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

1.4Subdivisions, Headings and Table of Contents

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

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ARTICLE 2 - SCHEDULES

2.1Description of Schedules

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

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

ARTICLE 3- SUBSCRIPTION AND DESCRIPTION OF UNITS

3.1Subscription for the Units

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

3.2Description of Units

Each
  Unit consists of one Common Share and one-half of one Warrant. Each whole Warrant
  shall entitle the holder thereof to acquire one Warrant Share at a price of
  $4.40 per Warrant Share until that date which is 18 months following the Closing
  Date.

3.3Acceptance and Rejection of Subscription by the Corporation

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

ARTICLE 4 - CLOSING

4.1Closing

Delivery
  and sale of the Units and payment of the Subscription Price will be completed
  (the Closing) at the offices of the Corporations counsel,
  O'Neill & Company, Suite 2480 Royal Centre, 1055 West Georgia Street, Vancouver,
  British Columbia V6E 3P3 at 10:00 a.m. (Vancouver time) (the Closing
  Time) on November 28, 2003 or such other place or date or time as
  the Corporation and the Agents may agree (the Closing Date).
  If, prior to the Closing Time, the terms and conditions contained in this Subscription
  Agreement and the Agency Agreement have been complied with to the satisfaction
  of the Agents, or waived by the Agents, the Agents shall deliver to the Corporation
  all completed

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5

Subscription Agreements and payment of the aggregate Subscription
  Price for all of the Units sold pursuant to the Agency Agreement against delivery
  by the Corporation of certificates representing the Common Shares and Warrants
  and such other documentation as may be required pursuant to the Subscription
  Agreement and the Agency Agreement.

If,
  prior to the Closing Time, the terms and conditions contained in this Subscription
  Agreement (other than delivery by the Corporation to the Subscriber of certificates
  representing the Common Shares and Warrants) and the Agency Agreement have not
  been complied with to the satisfaction of the Agents, or waived by them, the
  Agents, the Corporation and the Subscriber will have no further obligations
  under this Subscription Agreement.

4.2Conditions of Closing

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

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

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

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

4.3Authorization of the Agents

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

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

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ARTICLE 5  REPRESENTATIONS AND WARRANTIES OF THE CORPORATION

5.1By execution of this Subscription Agreement, the Corporation hereby agrees
  with the Subscriber that the Subscriber shall have the benefit of the representations
  and warranties made by the Corporation to the Agents and set forth in the Agency
  Agreement and such representations and warranties shall form an integral part
  of this Subscription Agreement, survive the Closing of the purchase and sale
  of Units and continue in full force and effect for the benefit of the Subscriber
  in accordance with the Agency Agreement.

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

6.1Acknowledgements, Representations, Warranties and Covenants of the Subscriber

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

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

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

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

---

10

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

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11

6.2Acknowledgments of the Subscriber

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

| | (a) | The Subscriber has received a copy of the Term
      Sheet setting out the principal terms of the Offering.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (b) | No securities commission,
        agency, governmental authority, regulatory body, stock exchange or other
        regulatory body has reviewed or passed on the merits of the Common Shares,
        the Warrants or the Warrant Shares.                                                                                                                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (c) | The Common Shares and Warrants
        shall be, and the Warrant Shares may be subject to statutory resale restrictions
        under the Securities Laws of the province in which the Subscriber resides
        and under other applicable securities laws, and the Subscriber covenants
        that it will not resell the Common Shares, Warrants or Warrant Shares
        except in compliance with such laws and the Subscriber acknowledges that
        it is solely responsible (and neither the Corporation nor the Agents are
        in any way responsible) for such compliance.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (d) | The Subscribers ability
        to transfer the Common Shares, Warrants and Warrant Shares is limited
        by, among other things, applicable Securities Laws.                                                                                                                                                                                                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (e) | The certificates representing
        the Common Shares and Warrants will bear, as of the Closing Date, legends
        substantially in the following form and with the necessary information
        inserted:                                                                                                                                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (f) | If holders of Warrants exercise
        the Warrants prior to the expiry of the hold periods applicable to the
        Warrants, the Warrant Shares will bear legends substantially in the following
        form and with the necessary information inserted:                                                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     | In addition, the Common
        Shares and Warrants (and Warrant Shares, if applicable) will also bear
        a legend substantially in the following form:                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

---

12

| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | SECURITIES IS NOT 'GOOD DELIVERY'
        IN SETTLEMENT OF TRANSACTIONS ON THE TORONTO STOCK EXCHANGE.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                       
| | (g) | The Agents and their directors,
        officers, employees, agents and representatives assume no responsibility
        or liability of any nature whatsoever for the accuracy or adequacy of
        any such publicly available information concerning the Corporation or
        as to whether all information concerning the Corporation that is required
        to be disclosed or filed by the Corporation under the Securities Laws
        has been so disclosed or filed.                                                                                                                                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                       
| | (h) | The Subscriber, and each
        beneficial person for whom it is contracting hereunder, shall execute,
        deliver, file and otherwise assist the Corporation and the Agents with
        filing all documentation required by the applicable Securities Laws to
        permit the subscription for the Units and the issuance of the Common Shares,
        Warrants and Warrant Shares.                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (i) | The Corporation is relying
        on the representations, warranties and covenants contained herein and
        in the applicable Schedules attached hereto to determine the Subscribers
        eligibility to subscribe for the Units under applicable Securities Laws
        and the Subscriber agrees to indemnify the Corporation, the Agents and
        each of their directors and officers against all losses, claims, costs,
        expenses, damages or liabilities which any of them may suffer or incur
        as a result of or arising from reliance thereon. The Subscriber undertakes
        to immediately notify the Corporation of any change in any statement or
        other information relating to the Subscriber set forth in such applicable
        Schedules which takes place prior to the Closing Time.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                       
| | (j) | The Corporation is relying
        on an exemption from the requirement to provide the Subscriber with a
        prospectus under the Securities Laws and, as a consequence of acquiring
        the Common Shares and Warrants pursuant to such exemption, certain protections,
        rights and remedies provided by the Securities Laws, including statutory
        rights of rescission or damages, will not be available to the Subscriber.                                                                                                                                                                                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                       
| | (k) | The Common Shares, Warrants
        and the Warrant Shares are being offered pursuant to an exclusion from
        the registration requirements of the U.S. Securities Act pursuant to Regulation
        S promulgated thereunder. The Common Shares, Warrants and the Warrant
        Shares have not been and will not be registered under the U.S. Securities
        Act and may not be offered or sold in the United States or to U.S. Persons
        unless registered under such act or an exemption from the registration
        requirements of such act is available.                                                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                       
| | (l) | The Subscriber acknowledges
        that the Warrants may not be exercised in the United States by or on behalf
        of a U.S. Person, unless the Common Shares, Warrants and Warrant Shares
        are registered under the U.S. Securities Act and applicable state securities
        law or unless the Corporation has consented to such offer, sale or distribution
        and such exercise is made in accordance with an exemption from the registration
        requirements under the U.S. Securities Act and the securities laws of
        all applicable states of the United States.                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (m) | The Subscriber, and each
        beneficial person for whom it is contracting hereunder, is responsible
        for obtaining such legal and tax advice as it considers appropriate                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

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13

|    | in connection with the execution, delivery
        and performance of this Subscription Agreement and the transactions contemplated
        under this Subscription Agreement.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                               
|(s) | There is no government or other insurance
        covering the Common Shares, Warrants, or the Warrant Shares.                                                                
|    |                                                                                                                                                                               
|(t) | There are risks associated with the
        purchase of the Common Shares, Warrants, or the Warrant Shares.                                                                   

6.3Reliance on Representations, Warranties, Covenants and Acknowledgements

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

ARTICLE 7 - SURVIVAL OF REPRESENTATIONS, WARRANTIES AND
  COVENANTS

7.1Survival of Representations, Warranties and Covenants of the Corporation

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

7.2Survival of Representations, Warranties and Covenants of the Subscriber

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

ARTICLE 8 - COMMISSION

8.1Commission to the Agents

The
  Subscriber understands that in connection with the issue and sale of the Units
  pursuant to the Offering, the Agents will receive from the Corporation on Closing,
  a commission equal to 5% of the gross proceeds of the Offering, other than gross
  proceeds form the sale of Units to investors arranged by the Corporation or
  other securities dealers, for which Fort House Inc. will receive a commission
  equal to 1% of such gross proceeds (collectively, the Commission)
  and for which other securities dealers may receive a commission of up to 4%
  of such gross proceeds. The commission payable to other securities dealers shall
  be paid by the Corporation. No other fee or commission is payable by the

---

14

Corporation in connection with the completion of the Offering.
  However, the Corporation will pay certain fees and expenses of the Agents in
  connection with the Offering, as set out in the Agency Agreement.

ARTICLE 9- MISCELLANEOUS

9.1Further Assurances

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

9.2Notices

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

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15

| |  |      | with a copy to :                                                              
| |  | ---- | ------------------------------------------------------------------------------
| |  |      |                                                                               
| |  |      | O'Neill & Company                                                             
| |  |      | Barristers & Solicitors                                                       
| |  |      | Suite 2480 Royal Centre                                                       
| |  |      | 1055 West Georgia Street                                                      
| |  |      | Vancouver, British Columbia                                                   
| |  |      | V6E 3P3                                                                       
| |  |      |                                                                               
| |  |      | Attention:    Michael Provenzano                                              
| |  |      | Fax:               
      (604) 687-5792                                      
| |  |      |                                                                               
| |  | (ii) | in the case of the Subscriber, at the address specified on
      the face page
| |  |      | hereof, with a copy to the Agents at:                                         
| |  |      |                                                                               
| |  |      | Fort House Inc.                                                               
| |  |      | The Exchange Tower                                                            
| |  |      | 130 King Street West                                                          
| |  |      | Suite 3690                                                                    
| |  |      | Toronto, Ontario M5X 1C7                                                      
| |  |      |                                                                               
| |  |      | Attention:    Dennis Wing                                                     
| |  |      | Fax:               
      (416) 869-8650                                      

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

9.3Time of the Essence

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

9.4Costs and Expenses

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

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16

9.5Applicable Law

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

9.6Entire Agreement

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

9.7Counterparts

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

9.8Assignment

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

9.9Enurement

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

9.10Language

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

---

17

The Corporation hereby accepts the subscription for Units
  as set forth on the face page of this Subscription Agreement on the terms and
  conditions contained in the Subscription Agreement (including all applicable
  schedules) this ________ day of ___________________, 2003.



**KIRKLAND LAKE GOLD INC.**



Per: _____________________________
           Authorized Signing Officer

---

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

|The Issuer:                  | Kirkland Lake Gold Inc.
        (the Corporation).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|---------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|Description of the Offering: | Private placement of units
        of the Corporation (the Units). Each Unit shall be comprised
        of one common share and one-half of one common share purchase warrant.
        The Agents shall use their best efforts to arrange for the purchase of
        the Units from the Corporation on a private placement basis (the Offering).                                                                                                                                                                                                                                  
|                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|Offering Amount:             | Up to $7.8 million in Units.
        In addition, the Agents shall have the option to increase the size of
        the Offering in whole or in part by up to an additional $780,000 through
        the issuance of Units on a best efforts basis at any time prior to Closing
        Date upon written notice to the Company (the Option).                                                                                                                                                                                                                                         
|                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|Agents:                      | Fort House Inc. and Octagon
        Capital Corporation (the Agents)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|Issue Price:                 | $3.90 per Unit.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|Agents Commission:          | The Agents shall receive
        an amount equal to 5% of the gross proceeds of the Offering, except for
        gross proceeds from the sale of Units to purchasers arranged by the Corporation
        or other securities dealers, for which Fort House Inc. shall receive a
        commission equal to 1% of such gross proceeds (collectively, the Commission)
        and for which other securities dealers may receive a commission of up
        to 4% of such gross proceeds. The commission payable to other securities
        dealers shall be paid by the Corporation.
|                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|Agents Expenses:            | The Corporation will be
        responsible for all expenses of the Offering, including the reasonable
        fees and expenses of the Agents including the reasonable fees and disbursements
        of the Agents legal counsel (up to a maximum of $25,000, exclusive
        of disbursements and GST).                                                                                                                                                                                                                                                                          

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2

|Minimum Subscription:   | Minimum order in Quebec is $150,000; Subscribers
        in Alberta, British Columbia, Manitoba and Ontario will have no minimum
        subscription but must be accredited investors (as defined
        in Multilateral Instrument 45-103Capital Raising Exemptions of
        the Alberta, British Columbia, Saskatchewan and Manitoba (among others)
        Securities Commissions and in Rule 45-501 of the Ontario Securities Commission).                                                                                            
|----------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|Use of Proceeds:        | The Corporation shall use the gross proceeds of the
        Offering to carry out further development of the Companys Kirkland
        Lake mining properties in Ontario and in particular to expand on the recently
        announced programs from Shaft #3 to the south of the Main Break.                                                                                                                                                                                                                                                  
|                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|TSX Listing:            | The Company shall list the common shares comprising
        the Units and the Warrant Shares issuable upon exercise of the Warrants
        on the Toronto Stock Exchange, which listing shall be conditionally approved
        prior to the Closing Date.                                                                                                                                                                                                                                                                                     
|                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|Closing Date:           | November 28,2003, or such other date as is
        agreed upon by the Agents and the Corporation (the Closing Date).                                                                                                                                                                                                                                                                                                                                                                                                                          
|                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|Offering Jurisdictions: | Such jurisdictions in and outside of Canada as the
        Corporation and the Agents mutually agree (the Offering Jurisdictions).                                                                                                                                                                                                                                                                                                                                                                                                            
|                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|Resale Restrictions:    | The Units will be issued pursuant to exemptions from
        prospectus requirements of applicable securities legislation and will
        be subject to resale restrictions under that legislation.
      It is a condition of closing that the Corporation will
        be a qualifying issuer on the Closing Date under Multilateral
        Instrument 45-102 Resale of Securities. As a result, subscribers
        in the Offering Jurisdictions will be issued Units subject to a four-month
        hold period from the Closing Date.

---

3

SCHEDULE B

CERTIFICATE OF ACCREDITED INVESTOR

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

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

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

In
  connection with the purchase by the undersigned purchaser (the Subscriber)
  of Units (the Units) of the Corporation, the Subscriber or
  the undersigned on behalf of the Subscriber, as the case may be, certifies that:

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

2.The Subscriber is:

(PLEASE CHECK THE BOX OF THE APPLICABLE CATEGORY)

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

---

4

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

---

5

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

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

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

---

SCHEDULE C

CERTIFICATE OF AN ELIGIBLE PURCHASER

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

Minimum Purchase Price Exemption:

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

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2

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

---

3

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

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

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

---

SCHEDULE D

MANITOBA RESIDENTS

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

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

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

|Date ofPurchase | Name | Address | Amount and
      Description ofSecurities | PurchasePrice        
|--------------- | ---- | ------- | ----------------------------------------- | ---------------------
|                |      |         | ___________________
      Units           | $____________________

|4. | Give name and address of any person acting as agent
        in connection with this trade, and the compensation paid to, or to be
        paid to, such agent: Fort House Inc. and Octagon Capital Corporation (collectively,
        the Agents) shall be paid a commission equal to 5% of the
        gross proceed of the offering, other than gross proceeds from the sale
        of Units to purchasers arranged by the Corporation or other securities
        dealers, for which Fort House Inc. shall receive a commission of up to
        1% of such gross proceeds (collectively, the Commission) and
        for which other securities dealers may receive a commission of up to 4%
        of such gross proceeds.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

2

Certificate of Purchaser

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

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

Certificate of Vendor or Agents of Vendor

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

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

Instructions:

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

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SCHEDULE E

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

W A R N I N G

I acknowledge that this is a risky investment:

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



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

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

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

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

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

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

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2

You are buying Exempt Market Securities

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

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

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

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

You may not receive any written information about the issuer
  or its business

If you have any questions about the issuer or its business,
  ask for written clarification before you purchase the securities. You should
  consult your own professional advisers before investing in the securities.

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

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

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SCHEDULE F

ALL SUBSCRIBERS

THE TORONTO STOCK EXCHANGE PRIVATE PLACEMENT QUESTIONNAIRE AND UNDERTAKING

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

QUESTIONNAIRE

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

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2

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

UNDERTAKING

TO:           The Toronto
  Stock Exchange

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

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

DATED at __________ this _____________ day of November, 2003.



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

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