Exhibit 10.5


 


NONE OF
THE SECURITIES TO WHICH THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES HAVE BEEN
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR ANY U.S. STATE SECURITIES
LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT
PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE
ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.


 


NOTHERN
MINERALS & EXPLORATION LTD.


 


PRIVATE
PLACEMENT SUBSCRIPTION AGREEMENT





ACCREDITED
INVESTORS (U.S. AND NON-U.S. AND NON-U.S. INVESTORS)


 


INSTRUCTIONS
TO PURCHASER


 





	1.	This
    Subscription form is for use by United States and Non-U.S. Accredited Investors, Investors in neither jurisdiction.
	 	 
	2.	COMPLETE
                                         the information on page 2 of this Subscription Agreement.
	 	 
	3.	If
                                         a Canadian resident COMPLETE the Canadian Questionnaire on page 15 to this Subscription
                                         Agreement.
	 	 
	4.	If
                                         a US resident, COMPLETE the Questionnaire attached on page 11.
	 	 
	5.	All
                                         other information must be filled in where appropriate.
	 	 
	6.	CLOSING
                                         DATE for this Private Placement Subscription Agreement is August 31, 2014.
	 	 
	7.	SUBSCRIPTION
                                         PAYMENT - A certified check, bank draft or other form of payment in immediately available
                                         funds payable to the Issuer, Northern Minerals & Exploration Ltd., representing the
                                         total purchase price payable by the Purchaser for the Purchase of the Securities set
                                         out on the second page of this Subscription Agreement. In the alternative, wire instructions
                                         are as follows:



 


	 	Wire
    Transfers within the USA: 	International
    Wire Transfers:
	 	 	 
	 	●	 








 






    	 



    	 



    

 





	Subscription
    Agreement (with related appendices, schedules and forms)	Page
    2 of 27




  


PRIVATE
PLACEMENT SUBSCRIPTION AGREEMENT


 


TO: NORTHERN
MINERALS & EXPLORATION LTD. (the “Issuer”)


 


Subject
and pursuant to the terms set out in the Terms on page 3 of this Subscription Agreement, the General Provisions on pages 3 to
8 of this Subscription Agreement and the other schedules and appendices attached which are hereby incorporated by reference, the
Purchaser hereby irrevocably subscribes for, and on Closing will purchase from the Issuer, the following securities at the following
price:


 


	_____________________
    Units
	US
    $● per Unit for a total purchase price of US$________________________
	The
    Purchaser owns, directly or indirectly, the following securities of the Issuer:
	___________________________________________________________________________________
	[Check
    if applicable]  The Purchaser is ☐  an affiliate of the Issuer or ☐ a professional advisor
    of the Issuer. 


 


The Purchaser
directs the Issuer to issue, register and deliver the certificates representing the Shares as follows:


 


	REGISTRATION
    INSTRUCTIONS	 	DELIVERY
    INSTRUCTIONS
		 	
	Name
    to appear on certificate	 	Name
    and account reference, if applicable
		 	
	Account
    reference if applicable	 	Contact
    name
		 	
	Address	 	Address
		 	
	 	 	Telephone
    Number


 


EXECUTED
by the Purchaser this _______ day of _____________________, 2014. By executing this Subscription Agreement, the Purchaser
certifies that the Purchaser and any beneficial purchaser for whom the Purchaser is acting is resident in the jurisdiction shown
as the “Address of Purchaser”. 


 


	WITNESS:	 	EXECUTION
    BY PURCHASER:
		 	X
	Signature
    of Witness	 	Signature
    of individual (if Purchaser is an individual)
		 	X
	Name
    of Witness	 	Authorized
    signatory (if Purchaser is not an individual)
		 	
	Address
    of Witness	 	Name
    of Purchaser (please print)
		 	
	 	 	Name
    of authorized signatory (please print)
	Accepted
    this ______ day of ____________________, 2014	 	
	NORTHERN
    MINERALS & EXPLORATION LTD.	 	Address
    of Purchaser (residence)
	Per:	 	
		 	*Telephone
    Number 
	Authorized
    Signatory	 	
	 	 	*E-mail
    address
	 	 	
	 	 	*Social
    Security/Insurance No./Gov ID No.:


 


*Required
from all Purchasers


 


By
signing this acceptance, the Issuer agrees to be bound by the Terms on page 3 of this Subscription Agreement, the General Provisions
on pages 5 to 10 of this Subscription Agreement and the other schedules and appendices incorporated by reference.


 






    	 



    	 



    

 


TERMS


 


	Reference
    date of this Subscription Agreement 	●
    , 2014 (the “Agreement Date”)


 


The
Offering


 


	The
    Issuer	NORTHERN
    MINERALS & EXPLORATION LTD. (the “Issuer”)
	 	 
	Offering

         

         
	The
                                         offering consists of units (“Units”) at $● per Unit. Each Unit
                                         will consist of one common share in the capital of the Issuer (each, a “Share”)
                                         and one half of one common share purchase warrant (each whole warrant a “Warrant”)
                                         subject to adjustment. Each whole Warrant shall entitle the holder thereof to purchase
                                         one common share in the capital stock of the Issuer (each, a “Warrant Share”),
                                         as defined below. The whole Warrants will be exercisable for 12 months following the
                                         Closing at $0.15 per share.

         

        The
        Shares, Warrants and Warrant Shares are individually and collectively referred to as the “Securities”.

	 	 
	Warrants	Exercisable
    for twelve (12) months from Closing at an exercise price of US$0.15 per share of common stock.
	 	 
	Purchased
    Securities	The
    “Purchased Securities” under this Subscription Agreement are Shares, Warrants and the Warrant Shares.  
	 	 
	Offering
    Restrictions	This
    offering is not subject to any minimum offering.
	 	 
	Issue
    Price	US$●
    per Unit.
	 	 
	Selling
    Jurisdictions	The
    Units may only be sold in jurisdictions where they may be lawfully sold (the “Selling Jurisdictions”) including,
    without limitation, all provinces of Canada, but excluding the Province of Quebec.
	 	 
	Securities
    Exemptions	The
                                         offering will be made in accordance with the following prospectus registration exemptions:

                                                                                                           

        (a)
        the         Accredited Investor exemption as defined by Regulation D promulgated under the 1933 Act; or

         

        (b)  
        the         exemption afforded by Regulation S of the 1933 Act for offerings of securities in an offshore transaction to
        persons who         are not U.S. persons; and

         

        (c)
        the         Accredited Investor exemption defined in Canadian National Instrument 45-106; or

         

        with
        the approval of the Issuer, such other exemptions as may be available pursuant to the securities laws of the Selling Jurisdictions.

	 	 
	Closing
    Date	On
    or before August 31, 2014, or on such other date determined by the Issuer in its discretion.



 






    	 



    	 



    

 


	Resale
    restrictions and legends	The
                                         Purchaser acknowledges that the certificates representing the Purchased Securities will
                                         bear the following legends:

                                                                                                  

        For
        US purchasers:

         

        “THE
        SECURITIES REPRESENTED HEREBY (and if a warrant, the legend shall include the following: AND THE SECURITIES ISSUABLE UPON
        EXERCISE HEREOF) HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933
        ACT”). THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY PURSUANT TO AN EFFECTIVE REGISTRATION
        STATEMENT UNDER THE 1933 ACT OR: (A) TO THE ISSUER, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION
        S UNDER THE 1933 ACT, (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE 1933 ACT PROVIDED
        BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) WITH THE PRIOR CONSENT
        OF THE ISSUER, IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE 1933 ACT OR ANY APPLICABLE STATE SECURITIES
        LAWS, AND THE HOLDER HAS FURNISHED TO THE ISSUER AN OPINION TO SUCH EFFECT FROM COUNSEL OF RECOGNIZED STANDING REASONABLY
        SATISFACTORY TO THE ISSUER PRIOR TO SUCH OFFER, SALE, PLEDGE OR TRANSFER.”

         

        For
        Non-U.S. purchasers:

         

        THIS
        PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES
        IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE
        UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT").

         

        NONE
        OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE
        SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES
        OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT
        TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION
        NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE
        SECURITIES LAWS.

         

        Purchasers
        are advised to consult with their own legal counsel or advisors to determine the resale restrictions that may be applicable
        to them.




 






    	- 2 -



    	 



    

 


GENERAL
PROVISIONS


		1.	DEFINITIONS



 


1.1In
the Subscription Agreement (including the first (cover) page, the Terms on page 3 and 4, these General Provisions and the other
schedules, questionnaires and appendices incorporated by reference), the following words have the following meanings unless otherwise
indicated:


 


		(a)	“1933
                                         Act” means the United States Securities Act of 1933, as amended;
	 	 	 
		(b)	“Applicable
                                         Legislation” means the Securities Legislation Applicable to the Issuer and
                                         all legislation incorporated in the definition of this term in other parts of the Subscription
                                         Agreement, together with the regulations and rules made and promulgated under that legislation
                                         and all administrative policy statements, blanket orders and rulings, notices and other
                                         administrative directions issued by the Commissions;
	 	 	 
		(c)	“Closing”
                                         means the completion of the sale and purchase of the Purchased Securities;
	 	 	 
		(d)	“Closing
                                         Date” means the date on which the Closing occurs, which shall on such other
                                         date determined by the Issuer in its discretion;
	 	 	 
		(e)	“Closing
                                         Year” means the calendar year in which the Closing takes place;
	 	 	 
		(f)	“Commissions”
                                         means the Commissions with Jurisdiction over the Issuer (as defined below) and the securities
                                         commissions incorporated in the definition of this term in other parts of the Subscription
                                         Agreement;
	 	 	 
		(g)	“Final
                                         Closing” means the last Closing under the Private Placement;
	 	 	 
		(h)	“General
                                         Provisions” means those portions of the Subscription Agreement headed “General
                                         Provisions” and contained on pages 5 to 10;
	 	 	 
		(i)	“Private
                                         Placement” means the offering of the Units on the terms and conditions of this
                                         Subscription Agreement;
	 	 	 
		(j)	“Purchased
                                         Securities” has the meaning assigned in the Terms;
	 	 	 
		(k)	“Regulatory
                                         Authorities” means the Commissions;
	 	 	 
		(l)	“Securities”
                                         has the meaning assigned in the Terms;
	 	 	 
		(m)	“Subscription
                                         Agreement” means the first (cover) page, the Terms on pages 3 to 4, the General
                                         Provisions and the other schedules and appendices incorporated by reference; and
	 	 	 
		(n)	“Terms”
                                         means those portions of the Subscription Agreement headed “Terms” and contained
                                         on pages 3 to 4.



 


1.2In
the Subscription Agreement, the following terms have the meanings defined in Regulation S under the 1933 Act: “Directed
Selling Efforts”, “Foreign Issuer”, “Offshore”, “Substantial U.S.
Market Interest”, “U.S. Person” and “United States”.


 


1.3In
the Subscription Agreement, unless otherwise specified, currencies are indicated in U.S. dollars.


 






    	- 3 -



    	 



    

 


1.4In
the Subscription Agreement, other words and phrases that are capitalized have the meanings assigned to them in the body hereof.


 


2.Acknowledgements,
REPRESENTATIONS AND WARRANTIES OF PURCHASER


 


2.1Acknowledgements
concerning offering


 


The Purchaser
acknowledges that:


		(a)	the
                                         Securities have not been registered under the 1933 Act, or under any state securities
                                         or "blue sky" laws of any state of the United States, and are being offered
                                         only in a transaction not involving any public offering within the meaning of the 1933
                                         Act, and, unless so registered, may not be offered or sold in the United States or to
                                         U.S. Persons (as defined herein), except pursuant to an effective registration statement
                                         under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject
                                         to, the registration requirements of the 1933 Act, and in each case only in accordance
                                         with applicable state securities laws;



		(b)	the
                                         Issuer will refuse to register any transfer of the Securities not made in accordance
                                         with the provisions of Regulation S, pursuant to an effective registration statement
                                         under the 1933 Act or pursuant to an available exemption from, or in a transaction not
                                         subject to, the registration requirements of the 1933 Act;



		(c)	the
                                         Issuer has not undertaken, and will have no obligation, to register any of the Securities
                                         under the 1933 Act;



		(d)	the
                                         decision to execute this Subscription Agreement and purchase the Units agreed to be purchased
                                         hereunder has not been based upon any oral or written representation as to fact or otherwise
                                         made by or on behalf of the Issuer and such decision is based entirely upon a review
                                         of information (the "Issuer Information") which has been provided by
                                         the Issuer to the Purchaser. If the Issuer has presented a business plan or any other
                                         type of corporate profile to the Purchaser, the Purchaser acknowledges that the business
                                         plan, the corporate profile and any projections or predictions contained in any such
                                         documents may not be achieved or be achievable;



		(e)	the
                                         Purchaser and the Purchaser's advisor(s) have had a reasonable opportunity to ask questions
                                         of and receive answers from the Issuer regarding the Offering, and to obtain additional
                                         information, to the extent possessed or obtainable without unreasonable effort or expense,
                                         necessary to verify the accuracy of the information contained in the Issuer Information,
                                         or any business plan, corporate profile or any other document provided to the Purchaser;



		(f)	the
                                         books and records of the Issuer were available upon reasonable notice for inspection,
                                         subject to certain confidentiality restrictions, by the Purchaser during reasonable business
                                         hours at its principal place of business and that all documents, records and books pertaining
                                         to this Offering have been made available for inspection by the Purchaser, the Purchaser's
                                         attorney and/or advisor(s);



		(g)	by
                                         execution hereof the Purchaser has waived the need for the Issuer to communicate its
                                         acceptance of the purchase of the Units pursuant to this Subscription Agreement;



		(h)	the
                                         Issuer is entitled to rely on the representations and warranties and the statements and
                                         answers of the Purchaser contained in this Subscription Agreement and in the Questionnaire,
                                         and the Purchaser will hold harmless the Issuer from any loss or damage it may suffer
                                         as a result of the Purchaser's failure to correctly complete this Subscription Agreement
                                         or the Questionnaire;



 






    	- 4 -



    	 



    

 


		(i)	the
                                         Purchaser will indemnify and hold harmless the Issuer and, where applicable, its respective
                                         directors, officers, employees, agents, advisors and shareholders from and against any
                                         and all loss, liability, claim, damage and expense whatsoever (including, but not limited
                                         to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating,
                                         preparing or defending against any claim, lawsuit, administrative proceeding or investigation
                                         whether commenced or threatened) arising out of or based upon any representation or warranty
                                         of the Purchaser contained herein, the Questionnaire or in any other document furnished
                                         by the Purchaser to the Issuer in connection herewith, being untrue in any material respect
                                         or any breach or failure by the Purchaser to comply with any covenant or agreement made
                                         by the Purchaser to the Issuer in connection therewith;



		(j)	the
                                         issuance and sale of the Units to the Purchaser will not be completed if it would be
                                         unlawful or if, in the discretion of the Issuer acting reasonably, it is not in the best
                                         interests of the Issuer;



		(k)	the
                                         Purchaser has been advised to consult its own legal, tax and other advisors with respect
                                         to the merits and risks of an investment in the Units and with respect to applicable
                                         resale restrictions and it is solely responsible (and the Issuer is in any way responsible)
                                         for compliance with applicable resale restrictions;



		(l)	the
                                         Issuer securities are quoted on the OTC Bulletin Board under the symbol “NMEX”.
                                         The Securities for sale here are not listed on any stock exchange and no representation
                                         has been made to the Purchaser that any of the Securities will become listed on any stock
                                         exchange or automated dealer quotation system;



		(m)	neither
                                         the SEC nor any other securities commission or similar regulatory authority has reviewed
                                         or passed on the merits of the Securities ;



		(n)	no
                                         documents in connection with this Offering have been reviewed by the SEC or any state
                                         securities administrators;



		(o)	there
                                         is no government or other insurance covering any of the Securities ; and



		(p)	this
                                         Subscription Agreement is not enforceable by the Purchaser unless it has been accepted
                                         by the Issuer, and the Purchaser acknowledges and agrees that the Issuer reserves the
                                         right to reject any Subscription for any reason.



 


2.2Representations
by the Purchaser


 


The
Purchaser represents and warrants to the Issuer that, as at the Agreement Date and at the Closing:


		(q)	the
                                         Purchaser is resident at the address indicated on page 2 hereof;



		(r)	the
                                         Purchaser has received and carefully read this Subscription Agreement;



		(s)	the
                                         Purchaser has the legal capacity and competence to enter into and execute this Subscription
                                         Agreement and to take all actions required pursuant hereto and, if the Purchaser is a
                                         corporation, it is duly incorporated and validly subsisting under the laws of its jurisdiction
                                         of incorporation and all necessary approvals by its directors, shareholders and others
                                         have been obtained to authorize execution and performance of this Subscription Agreement
                                         on behalf of the Purchaser;



		(t)	the
                                         Purchaser (i) has adequate net worth and means of providing for its current financial
                                         needs and possible personal contingencies, (ii) has no need for liquidity in this investment,
                                         and (iii) is able to bear the economic risks of an investment in the Units for an indefinite
                                         period of time, and can afford the complete loss of such investment;



		(u)	the
                                         Purchaser is aware that an investment in the Issuer is speculative and involves certain
                                         risks, including the possible loss of the investment;



 






    	- 5 -



    	 



    

 


		(v)	the
                                         entering into of this Subscription Agreement and the transactions contemplated hereby
                                         do not result in the violation of any of the terms and provisions of any law applicable
                                         to, or, if applicable, the constating documents of, the Purchaser, or of any agreement,
                                         written or oral, to which the Purchaser may be a party or by which the Purchaser is or
                                         may be bound;



		(w)	the
                                         Purchaser has duly executed and delivered this Subscription Agreement and it constitutes
                                         a valid and binding agreement of the Purchaser enforceable against the Purchaser;



		(x)	the
                                         Purchaser has the requisite knowledge and experience in financial and business matters
                                         as to be capable of evaluating the merits and risks of the investment in the Units and
                                         the Issuer, and the Purchaser is providing evidence of such knowledge and experience
                                         in these matters through the information requested in the Questionnaire;



		(y)	the
                                         Purchaser understands and agrees that the Issuer and others will rely upon the truth
                                         and accuracy of the acknowledgements, representations and agreements contained in this
                                         Subscription Agreement, and agrees that if any of such acknowledgements, representations
                                         and agreements are no longer accurate or have been breached, the Purchaser shall promptly
                                         notify the Issuer;



		(z)	all
                                         information contained in the Questionnaire is complete and accurate and may be relied
                                         upon by the Issuer, and the Purchaser will notify the Issuer immediately of any material
                                         change in any such information occurring prior to the Closing of the purchase of the
                                         Securities ;



		(aa)	the
                                         Purchaser is purchasing the Units for its own account for investment purposes only and
                                         not for the account of any other person and not for distribution, assignment or resale
                                         to others, and no other person has a direct or indirect beneficial interest is such Units,
                                         and the Purchaser has not subdivided his interest in the Units with any other person;



		(bb)	the
                                         Purchaser is not an underwriter of, or dealer in, the common shares of the Issuer, nor
                                         is the Purchaser participating, pursuant to a contractual agreement or otherwise, in
                                         the distribution of the Securities ;



		(cc)	the
                                         Purchaser has made an independent examination and investigation of an investment in the
                                         Units and the Issuer and has depended on the advice of its legal and financial advisors
                                         and agrees that the Issuer will not be responsible in anyway whatsoever for the Purchaser's
                                         decision to invest in the Units and the Issuer;



		(dd)	if
                                         the Purchaser is acquiring the Units as a fiduciary or agent for one or more investor
                                         accounts, the investor accounts for which the Purchaser acts as a fiduciary or agent
                                         satisfy the definition of an "Accredited Investor", as the term is defined
                                         under Regulation D of the 1933 Act;



		(ee)	if
                                         the Purchaser is acquiring the Units as a fiduciary or agent for one or more investor
                                         accounts, the Purchaser has sole investment discretion with respect to each such account,
                                         and the Purchaser has full power to make the foregoing acknowledgements, representations
                                         and agreements on behalf of such account;



		(ff)	the
                                         Purchaser is not aware of any advertisement of any of the Units and is not acquiring
                                         the Units as a result of any form of general solicitation or general advertising including
                                         advertisements, articles, notices or other communications published in any newspaper,
                                         magazine or similar media or broadcast over radio or television, or any seminar or meeting
                                         whose attendees have been invited by general solicitation or general advertising; and



		(gg)	no
                                         person has made to the Purchaser any written or oral representations:



		(i)	that
                                         any person will resell or repurchase any of the Securities ;



 






    	- 6 -



    	 



    

 


		(ii)	that
                                         any person will refund the purchase price of any of the Securities ;



		(iii)	as
                                         to the future price or value of any of the Securities; or



		(iv)	that
                                         any of the Securities will be listed and posted for trading on any stock exchange or
                                         automated dealer quotation system or that application has been made to list and post
                                         any of the Securities of the Issuer on any stock exchange or automated dealer quotation
                                         system.



 


2.3Reliance,
indemnity and notification of changes


 


The
representations and warranties in the Subscription Agreement (including the first (cover) page, the Terms, the General Provisions
and the other schedules and appendices incorporated by reference) are made by the Purchaser with the intent that they be relied
upon by the Issuer in determining its suitability as a purchaser of Purchased Securities, and the Purchaser hereby agrees to indemnify
the Issuer against all losses, claims, costs, expenses and damages or liabilities which any of them may suffer or incur as a result
of reliance thereon. The Purchaser undertakes to notify the Issuer immediately of any change in any representation, warranty or
other information relating to the Purchaser set forth in the Subscription Agreement (including the first (cover) page, the Terms,
the General Provisions and the other schedules and appendices incorporated by reference) which takes place prior to the Closing.





2.4Survival
of representations and warranties


 


The
representations and warranties contained in this Section will survive the Closing.


 


3.ISSUER’S
ACCEPTANCE


 


The
Subscription Agreement, when executed by the Purchaser, and delivered to the Issuer, will constitute a subscription for Units
which will not be binding on the Issuer until accepted by the Issuer by executing the Subscription Agreement in the space provided
on the face page(s) of the Agreement and, notwithstanding the Agreement Date, if the Issuer accepts the subscription by the Purchaser,
the Subscription Agreement will be entered into on the date of such execution by the Issuer.


 


4.CLOSING


 


4.1On
or before the end of the business day before the Closing Date, the Purchaser will deliver to the Issuer the Subscription Agreement
and all applicable schedules and required forms, duly executed, and payment in full for the total price of the Purchased Securities
to be purchased by the Purchaser.


 


4.2At
Closing, the Issuer will deliver to the Purchaser the certificates representing the Purchased Securities purchased by the Purchaser
registered in the name of the Purchaser or its nominee, or as directed by the Purchaser.


 


5.MISCELLANEOUS


 


5.1The
Purchaser agrees to sell, assign or transfer the Securities only in accordance with the requirements of applicable securities
laws and any legends placed on the Securities as contemplated by the Subscription Agreement.


 


5.2The
Purchaser hereby authorizes the Issuer to correct any minor errors in, or complete any minor information missing from any part
of the Subscription Agreement and any other schedules, forms, certificates or documents executed by the Purchaser and delivered
to the Issuer in connection with the Private Placement.


 


5.3The
Issuer may rely on delivery by fax machine of an executed copy of this subscription, and acceptance by the Issuer of such faxed
copy will be equally effective to create a valid and binding agreement between the Purchaser and the Issuer in accordance with
the terms of the Subscription Agreement.


 






    	- 7 -



    	 



    

 


5.4Without
limitation, this subscription and the transactions contemplated by this Subscription Agreement are conditional upon and subject
to the Issuer’s having obtained such regulatory approval of this subscription and the transactions contemplated by this
Subscription Agreement as the Issuer considers necessary.


 


5.5This
Subscription Agreement is not assignable or transferable by either party hereto without the express written consent of the other
party to this Subscription Agreement.


 


5.6Time
is of the essence of this Subscription Agreement.


 


5.7Except
as expressly provided in this Subscription Agreement and in the agreements, instruments and other documents contemplated or provided
for in this Subscription Agreement, this Subscription Agreement contains the entire agreement between the parties with respect
to the Securities and there are no other terms, conditions, representations or warranties whether expressed, implied, oral or
written, by statute, by common law, by the Issuer, or by anyone else.


 


5.8The
parties to this Subscription Agreement may amend this Subscription Agreement only in writing.


 


5.9This
Subscription Agreement enures to the benefit of and is binding upon the parties to this Subscription Agreement and their successors
and permitted assigns.


 


5.10A
party to this Subscription Agreement will give all notices to or other written communications with the other party to this Subscription
Agreement concerning this Subscription Agreement by hand or by registered mail addressed to the address given on page 2.


 


5.11This
Subscription Agreement is to be read with all changes in gender or number as required by the context.


 


5.12This
Subscription Agreement will be governed by and construed in accordance with the internal laws of the State of Nevada (without
reference to its rules governing the choice or conflict of laws), and the parties hereto irrevocably attorn and submit to the
exclusive jurisdiction of the courts of the State of Nevada with respect to any dispute related to this Subscription Agreement.


 


End
of General Provisions


 






    	- 8 -



    	 



    

 


UNITED
STATES




ACCREDITED INVESTOR QUESTIONNAIRE


 


All
capitalized terms herein, unless otherwise defined, have the meanings ascribed thereto in the Subscription Agreement.


 


This
Questionnaire is for use by each Purchaser who is a US person (as that term is defined Regulation S of the United States Securities
Act of 1933 (the “1933 Act”)) and has indicated an interest in purchasing Shares of the Issuer. The purpose of this
Questionnaire is to assure the Issuer that each Purchaser will meet the standards imposed by the 1933 Act and the appropriate
exemptions of applicable state securities laws. The Issuer will rely on the information contained in this Questionnaire for the
purposes of such determination. The Securities will not be registered under the 1933 Act in reliance upon the exemption from registration
afforded by Section 3(b) and/or Section 4(2) and Regulation D of the 1933 Act. This Questionnaire is not an offer of the Securities
or any other securities of the Issuer in any state other than those specifically authorized by the Issuer.


 


All
information contained in this Questionnaire will be treated as confidential. However, by signing and returning this Questionnaire,
each Purchaser agrees that, if necessary, this Questionnaire may be presented to such parties as the Issuer deems appropriate
to establish the availability, under the 1933 Act or applicable state securities law, of exemption from registration in connection
with the sale of the Securities hereunder.


 


The
Purchaser covenants, represents and warrants to the Issuer that it satisfies one or more of the categories of “Accredited
Investors”, as defined by Regulation D promulgated under the 1933 Act, as indicated below: (Please initial in the space
provide those categories, if any, of an “Accredited Investor” which the Purchaser satisfies.)


 





	________	 Category
    1	An
    organization described in Section 501(c)(3) of the United States Internal Revenue Code, a corporation, a Massachusetts or
    similar business trust or partnership, not formed for the specific purpose of acquiring the Securities, with total assets
    in excess of US $5,000,000.
	 	 	 
	________	 Category
    2	A
    natural person whose individual net worth, or joint net worth with that person’s spouse (excluding their primary residence),
    on the date of purchase exceeds US $1,000,000, excluding the value of such person's primary residence.
		 	 
	________	 Category
    3	A
    natural person who had an individual income in excess of US $200,000 in each of the two most recent years or joint income
    with that person’s spouse in excess of US $360,000 in each of those years and has a reasonable expectation of reaching
    the same income level in the current year.
		 	 
	________	 Category
    4	A
    “bank” as defined under Section (3)(a)(2) of the 1933 Act or savings and loan association or other institution
    as defined in Section 3(a)(5)(A) of the 1933 Act acting in its individual or fiduciary capacity; a broker dealer registered
    pursuant to Section 15 of the Securities Exchange Act of 1934 (United States); an insurance Issuer as defined
    in Section 2(13) of the 1933 Act; an investment Issuer registered under the Investment Issuer Act of 1940 (United
    States) or a business development Issuer as defined in Section 2(a)(48) of such Act; a Small Business Investment Issuer
    licensed by the U.S. Small Business Administration under Section 361(c) or (d) of the Small Business Investment Act
    of 1958 (United States); a plan with total assets in excess of $5,000,000 established and maintained by a state, a political
    subdivision thereof, or an agency or instrumentality of a state or a political subdivision thereof, for the benefit of its
    employees; an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 (United
    States) whose investment decisions are made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either
    a bank, savings and loan association, insurance Issuer or registered investment adviser, or if the employee benefit plan has
    total assets in excess of $5,000,000, or, if a self-directed plan, whose investment decisions are made solely by persons that
    are accredited investors.
		 	 
	_______	 Category
    5	A
    private business development Issuer as defined in Section 202(a)(22) of the Investment Advisers Act of 1940 (United
    States).
		 	 
	_______	 Category
    6	A
    director or executive officer of the Issuer.
		 	 
	_______	 Category
    7	A
    trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Securities, whose purchase
    is directed by a sophisticated person as described in Rule 506(b)(2)(ii) under the 1933 Act.
	 	 	 
	_______	 Category
    8	An
    entity in which all of the equity owners satisfy the requirements of one or more of the foregoing categories.


 







Note
that prospective Purchaser claiming to satisfy one of the above categories of Accredited Investor may be required to supply the
Issuer with a balance sheet, prior years’ federal income tax returns or other appropriate documentation to verify and substantiate
the Purchaser’s status as an Accredited Investor.


 


If
the Purchaser is an entity which initialled Category 8 in reliance upon the Accredited Investor categories above, state the name,
address, total personal income from all sources for the previous calendar year, and the net worth (exclusive of home, home furnishings
and personal automobiles) for each equity owner of the said entity:


 





 



 






    	- 9 -



    	 



    

 


Purchaser’s
Acknowledgements. The Purchaser acknowledges and agrees (on its own behalf and, if applicable, on behalf of each beneficial
purchaser for whom the Purchaser is contracting hereunder) with the Issuer, the U.S. Affiliates and the Agents (which acknowledgements
and agreements shall survive the Closing) that:


		(a)	no
                                         agency, governmental authority, regulatory body, stock exchange or other entity has made
                                         any finding or determination as to the merit for investment of, nor have any such agencies
                                         or governmental authorities, regulatory bodies, stock exchanges or other entities made
                                         any recommendation or endorsement with respect to, the Securities;



		(b)	the
                                         sale and delivery of the Securities is conditional upon such sale being exempt from the
                                         prospectus filing and registration requirements, and being exempt from the requirement
                                         to deliver an offering memorandum in connection with the distribution of the Securities
                                         under the applicable securities laws or upon the issuance of such orders, consents or
                                         approvals as may be required to permit such sale without the requirement of filing a
                                         prospectus or registration statement;



		(c)	none
                                         of the Securities have been or will be registered under the 1933 Act or the securities
                                         laws of any state and the Securities may not be offered or sold, directly or indirectly,
                                         in the United States to, or for the account or benefit of, a U.S. Person or a person
                                         in the United States unless registered under the 1933 Act and the securities laws of
                                         all applicable states or unless an exemption from such registration requirements is available,
                                         and the Issuer has no obligation or present intention of filing a registration statement
                                         under the U.S. Securities Act in respect of any of the Securities;



		(d)	the
                                         Purchaser may not offer, sell or transfer the Securities within the United States or
                                         to, or for the account or benefit of, a U.S. Person, unless the Securities are registered
                                         under the 1933 Act and the securities laws of all applicable states or an exemption from
                                         such registration requirements is available;



		(e)	the
                                         acquisition of the Securities has not been made through or as a result of any “general
                                         solicitation or general advertising” (as such terms are used in Rule 502(c) of
                                         Regulation D) the distribution of the Securities has not been 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;



 






    	- 10 -



    	 



    

 


		(f)	the
                                         certificates evidencing the Securities will bear a legend, and the certificates evidencing
                                         the Warrant Shares may bear a legend, regarding restrictions on transfer as required
                                         pursuant to applicable Securities Laws, including applicable federal and state securities
                                         laws of the United States;



		(g)	the
                                         Issuer is relying on an exemption from the requirements to provide the Purchaser with
                                         a prospectus or registration statement and to sell securities through a person or Issuer
                                         registered to sell securities under the securities laws or other applicable securities
                                         legislation and, as a consequence of acquiring Securities pursuant to this exemption,
                                         certain protections, rights and remedies provided by the securities laws or other applicable
                                         securities legislation including statutory rights of rescission or damages, will not
                                         be available to the Purchaser; and



		(h)	no
                                         person has made to the Purchaser any written or oral representations:



		(i)	that
                                         any person will resell or repurchase the Securities ;



		(ii)	that
                                         any person will refund the purchase price of the Securities ; or



		(iii)	as
                                         to the future price or value of any of the Securities .



 


Representations,
Warranties and Covenants. The Purchaser hereby represents and warrants to, and covenants with the Issuer which
representations, warranties and covenants shall survive the Closing, that as at the execution date of certificate and the Closing
Date:


		(a)	it
                                         acknowledges that the Issuer has not filed a prospectus or registration statement with
                                         any of the securities regulators or any other securities commission or similar authority
                                         in connection with the distribution of the Securities and that:



		(i)	the
                                         Purchaser is restricted from using most of the civil remedies available under the applicable
                                         securities laws;



		(ii)	the
                                         Purchaser may not receive information that would otherwise be required to be provided
                                         to him under the applicable securities laws;



		(iii)	the
                                         Purchaser is relieved from certain obligations that it would otherwise be required to
                                         give if it provided a prospectus or registration statement under the applicable securities
                                         laws; and



		(iv)	the
                                         issuance and sale of the Securities to the Purchaser is subject to the sale being exempt
                                         from the prospectus and registration requirements of the applicable securities laws.



		(b)	the
                                         Purchaser further acknowledges that:



		(i)	no
                                         securities commission or similar regulatory authority has reviewed or passed on the merits
                                         of the Securities ;



		(ii)	there
                                         is no government or other insurance covering the Securities ;



		(iii)	there
                                         are risks associated with the purchase of the Securities ; and



		(iv)	there
                                         are restrictions on the Purchaser’s (or beneficial purchaser’s, if applicable)
                                         ability to re-sell the Securities and it is the responsibility of the Purchaser to find
                                         out what those restrictions are and to comply with them before selling the Securities;



 






    	- 11 -



    	 



    

 


		(c)	if
                                         required by applicable Securities Laws, and any other applicable law the Purchaser will
                                         execute, deliver, file and otherwise assist the Issuer in filing such reports, undertakings
                                         and other documents with respect to the issuance of the Securities as may be required.



		(d)	The
                                         Purchaser understands that the Securities are restricted securities (as defined in Rule
                                         144 under the 1933 Act) and agrees that if it decides to offer, sell or otherwise transfer
                                         the Securities, it will not offer, sell or otherwise transfer any of such securities
                                         directly or indirectly, unless:



		(i)	the
                                         transfer is to the Issuer;



		(ii)	The
                                         transfer is outside the United States in a transaction meeting the requirements of Rule
                                         904 of Regulation S under the 1933 Act (“Regulation S”) and in compliance
                                         with applicable local laws and regulations of the jurisdiction(s) in which such sale
                                         is made;



		(iii)	the
                                         transfer is made pursuant to the exemption from t he registration requirements under
                                         the 1933 Act provided by Rule 144 thereunder, if available, and in accordance with applicable
                                         state securities laws; or



		(iv)	the
                                         Securities are transferred in a transaction that does not require registration under
                                         the 1933 Act or any applicable state securities laws, and the Purchaser has prior to
                                         such sale furnished to the Issuer an opinion of counsel of recognized standing or other
                                         evidence of exemption, in either case reasonably satisfactory to the Issuer; and



		(e)	the
                                         Purchaser understands and acknowledges that upon the issuance thereof, and until such
                                         time as the same is no longer required under the applicable requirements of the 1933
                                         Act or applicable U.S. state securities laws and regulations, the certificates representing
                                         the Securities, and all securities issued in exchange therefore or in substitution thereof,
                                         will bear a legend in substantially the following form:



 


“THE
SECURITIES REPRESENTED HEREBY (and if a warrant, the legend shall include the following: AND THE SECURITIES ISSUABLE UPON EXERCISE
HEREOF) HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”). THESE
SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
1933 ACT OR: (A) TO THE ISSUER, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE 1933 ACT,
(C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE 1933 ACT PROVIDED BY RULE 144 THEREUNDER, IF
AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) WITH THE PRIOR CONSENT OF THE ISSUER, IN A TRANSACTION
T HAT DOES NOT REQUIRE REGISTRATION UNDER THE 1933 ACT OR ANY APPLICABLE STATE SECURITIES LAWS, AND THE HOLDER HAS FURNISHED TO
THE ISSUER AN OPINION TO SUCH EFFECT FROM COUNSEL OF RECOGNIZED STANDING REASONABLY SATISFACTORY TO THE ISSUER PRIOR TO SUCH OFFER,
SALE, PLEDGE OR TRANSFER.”


 


The
Purchaser hereby certifies that the information contained in this Questionnaire is complete and accurate and the Purchaser will
notify the Issuer promptly of any change in any such information. If this Questionnaire is being completed on behalf of a corporation,
partnership, trust or estate, the person executing on behalf of the Purchaser represents that it has the authority to execute
and deliver this Questionnaire on behalf of such entity.


 









    	- 12 -



    	 



    

 


IN
WITNESS WHEREOF, the undersigned has executed this Questionnaire as of the ________day of ____________ , 2014.


 





	 	If
    a Corporation, Partnership or Other Entity:	 	If
    an Individual:
	 	 	 	 
	 		 	
	 	Print
    of Type Name of Entity	 	Signature

	 	 	 	 
	 		 	
	 	Signature
    of Authorized Signatory	 	Print
                                         or Type Name

	 	 	 	 
	 		 	
	 	Type
    of Entity	 	Social
    Security/Tax I.D. No.


 








    	- 13 -



    	 



    

 


NATIONAL
INSTRUMENT 45-106 CANADIAN




ACCREDITED INVESTOR QUESTIONNAIRE


 


In
addition to the representations, warranties acknowledgments and agreements contained in the subscription to which this Certificate
for Exemption is attached, the Subscriber, for itself or on behalf of any Disclosed Principal, as applicable, hereby represents,
warrants and certifies to the Issuer that the Subscriber or the Disclosed Principal, as applicable, is purchasing the securities
set out in the subscription as principal, that it is resident in the jurisdiction set out on the Acceptance Page of the subscription
and: [check all appropriate boxes]


 


Category
1: Accredited Investor


 


The
Subscriber or the Disclosed Principal, as applicable, is:


 


	☐	(a)	a
    Canadian financial institution, or a Schedule III bank;
	 	 	 
	☐	(b)	the
    Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act;
	 	 	 
	☐	(c)	a
    subsidiary of any person referred to in paragraphs (a) or (b), if the person owns all of the voting securities of the subsidiary,
    except the voting securities required by law to be owned by directors of that subsidiary;
	 	 	 
	☐	(d)	a
    person registered under the securities legislation of a jurisdiction of Canada, as an adviser or dealer, other than a person
    registered solely as a limited market dealer under one or both of the Securities Act (Ontario), or the Securities
    Act (Newfoundland and Labrador);
	 	 	 
	☐	(e)	an
    individual registered or formerly registered under the securities legislation of a jurisdiction of Canada as a representative
    of a person referred to in paragraph (d);
	 	 	 
	☐	(f)	the
    Government of Canada or a jurisdiction of Canada, or any crown corporation, agency or wholly owned entity of the Government
    of Canada or a jurisdiction of Canada;
	 	 	 
	☐	(g)	a
    municipality, public board or commission in Canada and a metropolitan community, school board, the Comité de gestion
    de la taxe scolaire de l'île de Montréal or an intermunicipal management board in Québec;
	 	 	 
	☐	(h)	any
    national, federal, state, provincial, territorial or municipal government of or in any foreign jurisdiction, or any agency
    of that government;
	 	 	 
	☐	(i)	a
    pension fund that is regulated by either the Office of the Superintendent of Financial Institutions (Canada) or a pension
    commission or similar regulatory authority of a jurisdiction of Canada;
	 	 	 
	☐	(j)	an
    individual who, either alone or with a spouse, beneficially owns, directly or indirectly, financial assets having an aggregate
    realizable value that before taxes, but net of any related liabilities, exceeds Cdn$1,000,000;
	 	 	 
	☐	(k)	an
    individual whose net income before taxes exceeded Cdn$200,000 in each of the two most recent calendar years or whose net income
    before taxes combined with that of a spouse exceeded Cdn$300,000 in each of the two most recent calendar years and who, in
    either case, reasonably expects to exceed that net income level in the current calendar year;
	 	 	 
	☐	(l)	an
    individual who, either alone or with a spouse, has net assets of at least Cdn$5,000,000;
	 	 	 
	☐	(m)	a
    person, other than an individual or investment fund, that has net assets of at least Cdn$5,000,000 as shown on its most recently
    prepared financial statements;



 



    	- 14 -



    	 



    




	 	 	 
	☐	(n)	an
                                         investment fund that distributes or has distributed its securities only to:

                                                                                      

        (i)a
        person that is or was an accredited investor at the time of the distribution;

         

        (ii)a
        person that acquires or acquired securities in the circumstances referred to in sections 2.10 and 2.19 of NI 45-106, or

         

        (iii)a
        person described in paragraph (i) or (ii) that acquires or acquired securities under section 2.18 of NI 45-106;

	 	 	 
	☐	(o)	an
    investment fund that distributes or has distributed securities under a prospectus in a jurisdiction of Canada for which the
    regulator or, in Quebec, the securities regulatory authority, has issued a receipt;
	 	 	 
	☐	(p)	a
    trust Issuer or trust corporation registered or authorized to carry on business under the Trust and Loan Companies Act
    (Canada) or under comparable legislation in a jurisdiction of Canada or a foreign jurisdiction, acting on behalf of a
    fully managed account managed by the trust Issuer or trust corporation, as the case may be;
	 	 	 
	☐	(q)	a
                                         person acting on behalf of a fully managed account managed by that person, if that person:

                                                                                      

        (i)is
        registered or authorized to carry on business as an adviser or the equivalent under the securities legislation of a jurisdiction
        of Canada or a foreign jurisdiction; and

         

        (ii)in
        Ontario, is purchasing a security that is not a security of an investment fund;

	 	 	 
	☐	(r)	a
    registered charity under the Income Tax Act (Canada) that, in regard to the trade, has obtained advice from an eligibility
    adviser or an adviser registered under the securities legislation of the jurisdiction of the registered charity to give advice
    on the securities being traded;
	 	 	 
	☐	(s)	an
    entity organized in a foreign jurisdiction that is analogous to any of the entities referred to in paragraphs (a) to (d) or
    paragraph (i) in form and function;
	 	 	 
	☐	(t)	a
    person in respect of which all of the owner of interests, direct, indirect or beneficial, except the voting securities required
    by law to be owned by directors, are persons that are accredited investors;
	 	 	 
	☐	(u)	an
    investment fund that is advised by a person registered as an adviser or a person that is exempt from registration as an adviser,
    or
	 	 	 
	☐	(v)	a
                                         person that is recognized or designated by the securities regulatory authority or, except
                                         in Ontario and Quebec, the regulator as:

                                                                                      

        (i)an
        accredited investor; or

         

        (ii)an
        exempt purchaser in Alberta or British Columbia after NI 45-106 comes into force.



 


Definitions:


 


"Canadian
financial institution" means


 


		(a)	an
                                         association governed by the Cooperative Credit Associations Act (Canada) or a
                                         central cooperative credit society for which an order has been made under section 473(1)
                                         of that Act, or
	 	 	 
		(b)	a
                                         bank, loan corporation, trust Issuer, trust corporation, insurance Issuer, treasury branch,
                                         credit union, caisse populaire, financial services cooperative, or league that, in each
                                         case, is authorized by an enactment of Canada or a jurisdiction of Canada to carry on
                                         business in Canada or a jurisdiction of Canada;



 






    	- 15 -



    	 



    

 


"EVCC"
means an employee venture capital corporation that does not have a restricted constitution, and is registered under Part 2 of
the Employee Investment Act (British Columbia), R.S.B.C. 1996 c. 112, and whose business objective is making multiple investments;


 


"financial
assets" means


 


		(a)	cash,
	 	 	 
		(b)	securities,
                                         or
	 	 	 
		(c)	a
                                         contract of insurance, a deposit or an evidence of a deposit that is not a security for
                                         the purposes of securities legislation;



 


"fully
managed account" means an account of a client for which a person makes the investment decisions if that person has full
discretion to trade in securities for the account without requiring the client's express consent to a transaction;


 


"investment
fund" means a mutual fund or a non-redeemable investment fund, and, for greater certainty in British Columbia, includes
an EVCC and a VCC;


 


"person"
includes


 


		(a)	an
                                         individual,
	 	 	 
		(b)	a
                                         corporation,
	 	 	 
		(c)	a
                                         partnership, trust, fund and an association, syndicate, organization or other organized
                                         group of persons, whether incorporated or not, and
	 	 	 
		(d)	an
                                         individual or other person in that person's capacity as a trustee, executor, administrator
                                         or personal or other legal representative;



 


"related
liabilities" means


 


		(a)	liabilities
                                         incurred or assumed for the purpose of financing the acquisition or ownership of financial
                                         assets, or
	 	 	 
		(b)	liabilities
                                         that are secured by financial assets;



 


"Schedule
III bank" means an authorized foreign bank named in Schedule III of the Bank Act (Canada);


 


"spouse"
means, an individual who,


 


		(a)	is
                                         married to another individual and is not living separate and apart within the meaning
                                         of the Divorce Act (Canada), from the other individual, or
	 	 	 
		(b)	is
                                         living with another individual in a marriage-like relationship, including a marriage-like
                                         relationship between individuals of the same gender; or
	 	 	 
		(c)	in
                                         Alberta, is an individual referred to in paragraph (a) or (b), or is an adult interdependent
                                         partner within the meaning of the Adult Interdependent Relationships Act (Alberta);



 


"subsidiary"
means in issuer that is controlled directly or indirectly by another issuer and includes a subsidiary of that subsidiary;


 


"VCC"
means a venture capital corporation registered under Part 1 of the Small Business Venture Capital Act (British Columbia), R.S.B.C.
1996 c. 429, whose business objective is making multiple investments.


 


The
representations, warranties, statements and certification made in this Certificate are true and accurate as of the date of this
Certificate and will be true and accurate as of the Closing. If any such representation, warranty, statement or certification
becomes untrue or inaccurate prior to the Closing, the Subscriber shall give the Issuer immediate written notice thereof.


 






    	- 16 -



    	 



    

 


The
Subscriber acknowledges and agrees that the Issuer will and can rely on this Certificate in connection with the Subscriber's Subscription
Agreement.


 


EXECUTED
by the Subscriber at ______________________ this _____ day of _______________, 2014.


 





	If
    a corporation, partnership or other entity:	 	If
    an individual:
	 	 	 
	Print
    Name of Subscriber/Disclosed Principal	 	Print
    Name of Subscriber/Disclosed Principal
	 	 	 
	Signature
    of Authorized Signatory	 	Signature
	 	 	 
	Name
    and Position of Authorized Signatory	 	Representative
    Capacity, if applicable
	 	 	 


 


Jurisdiction
of Residence of Subscriber/Disclosed


 






    	- 17 -



    	 



    

 


THESE
SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND
HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. 


 


THESE
WARRANTS WILL EXPIRE AND BECOME NULL AND VOID


AT
4:30 P.M. (C.S.T.) ON ________________, _________.


 


SHARE
PURCHASE WARRANTS TO PURCHASE COMMON SHARES OF


 


NORTHERN
MINERALS & EXPLORATION LTD.


 


Certificate
Number _____________


 


THIS
IS TO CERTIFY THAT _________________ (the “Holder”) of ________________________________, has the right to purchase,
upon and subject to the terms and conditions hereinafter referred to, up to [insert nummber of shares issuable] (_______________________)
fully paid and non-assessable common shares (the “Shares”) in the capital of Northern Minerals & Exploration Ltd.
(hereinafter called the “Company”) on or before 4:30 p.m. (Central Standard Time) on ____________________, _______________
(the “Expiry Date”) at a price per Share (the “Exercise Price”) of US$0.15 on the terms and
conditions attached hereto as Appendix “A” (the “Terms and Conditions”).


 


		1.	ONE
                                         (1) WHOLE WARRANT AND THE EXERCISE PRICE ARE REQUIRED TO PURCHASE ONE SHARE. THIS CERTIFICATE
                                         REPRESENTS _______________________ (________________)
                                         WARRANTS.
	 	 	 
		2.	These
                                         Warrants are issued subject to the Terms and Conditions, and the Warrant Holder may exercise
                                         the right to purchase Shares only in accordance with those Terms and Conditions.
	 	 	 
		3.	Nothing
                                         contained herein or in the Terms and Conditions will confer any right upon the Holder
                                         hereof or any other person to subscribe for or purchase any Shares at any time subsequent
                                         to the Expiry Date, and from and after such time, this Warrant and all rights hereunder
                                         will be void and of no value.



 


IN
WITNESS WHEREOF the Company has executed this Warrant Certificate this ____ day of _____, 2014.


 


NORTHERN
MINERALS & EXPLORATION LTD.


 


	Per:	 	 	 
	 	 	Roger
    Autrey, Corporate Secretary	 




 


PLEASE
NOTE THAT ALL SHARE CERTIFICATES MUST BE LEGENDED AS FOLLOWS:


 


THESE
SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND
HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.


 






    	- 18 -



    	 



    

 


APPENDIX
“A”


 


TERMS
AND CONDITIONS dated __________________, 2014, attached to the Warrants issued by Northern Minerals & Exploration Ltd.


		2.	INTERPRETATION



		2.1	Definitions
	 	 	 



In
these Terms and Conditions, unless there is something in the subject matter or context inconsistent therewith:


		(a)	“Company”
                                         means Northern Minerals & Exploration Ltd. until a successor corporation will have
                                         become such as a result of consolidation, amalgamation or merger with or into any other
                                         corporation or corporations, or as a result of the conveyance or transfer of all or substantially
                                         all of the properties and estates of the Company as an entirety to any other corporation
                                         and thereafter “Company” will mean such successor corporation;



		(b)	“Company’s
                                         Auditors” means an independent firm of accountants duly appointed as auditors of
                                         the Company;



		(c)	“Director”
                                         means a director of the Company for the time being, and reference, without more, to action
                                         by the directors means action by the directors of the Company as a Board, or whenever
                                         duly empowered, action by an executive committee of the Board;



		(d)	“herein”,
                                         “hereby” and similar expressions refer to these Terms and Conditions as the
                                         same may be amended or modified from time to time; and the expression “Article”
                                         and “Section,” followed by a number refer to the specified Article or Section
                                         of these Terms and Conditions;



		(e)	“person”
                                         means an individual, corporation, partnership, trustee or any unincorporated organization
                                         and words importing persons have a similar meaning;



		(f)	“shares”
                                         means the common shares in the capital of the Company as constituted at the date hereof
                                         and any shares resulting from any subdivision or consolidation of the shares;



		(g)	“Warrant
                                         Holders” or “Holders” means the holders of the Warrants; and



		(h)	“Warrants”
                                         means the warrants of the Company issued and presently authorized and for the time being
                                         outstanding.



		2.2	Gender



 


Words
importing the singular number include the plural and vice versa and words importing the masculine gender include the feminine
and neuter genders.


		2.3	Interpretation
                                         not affected by Headings



 


The
division of these Terms and Conditions into Articles and Sections, and the insertion of headings are for convenience of reference
only and will not affect the construction or interpretation thereof.


		2.4	Applicable
                                         Law



 


The
Warrants will be construed in accordance with the laws of the State of Nevada.


 






    	- 19 -



    	 



    

 


		3.	ISSUE
                                         OF WARRANTS



		3.1	Additional
                                         Warrants



 


The
Company may at any time and from time to time issue additional warrants or grant options or similar rights to purchase shares
of its capital stock.


		3.2	Warrant
                                         to Rank Pari Passu



 


All
Warrants and additional warrants, options or similar rights to purchase shares from time to time issued or granted by the Company,
will rank pari passu whatever may be the actual dates of issue or grant thereof, or of the dates of the certificates by
which they are evidenced.


		3.3	Issue
                                         in substitution for Lost Warrants



		(a)	In
                                         case a Warrant becomes mutilated, lost, destroyed or stolen, the Company, at its discretion,
                                         may issue and deliver a new Warrant of like date and tenor as the one mutilated, lost,
                                         destroyed or stolen, in exchange for and in place of and upon cancellation of such mutilated
                                         Warrant, or in lieu of, and in substitution for such lost, destroyed or stolen Warrant
                                         and the substituted Warrant will be entitled to the benefit hereof and rank equally in
                                         accordance with its terms with all other Warrants issued or to be issued by the Company.



		(b)	The
                                         applicant for the issue of a new Warrant pursuant hereto will bear the cost of the issue
                                         thereof and in case of loss, destruction or theft furnish to the Company such evidence
                                         of ownership and of loss, destruction, or theft of the Warrant so lost, destroyed or
                                         stolen as will be satisfactory to the Company in its discretion and such applicant may
                                         also be required to furnish indemnity in amount and form satisfactory to the Company
                                         in its discretion, and will pay the reasonable charges of the Company in connection therewith.



		3.4	Warrant
                                         Holder Not a Shareholder



 


The
holding of a Warrant will not constitute the Holder thereof a shareholder of the Company, nor entitle him to any right or interest
in respect thereof except as in the Warrant expressly provided.


		4.	NOTICE



		4.1	Notice
                                         to Warrant Holders



 


Any
notice required or permitted to be given to the Holders will be in writing and may be given by prepaid registered post, electronic
facsimile transmission or other means of electronic communication capable of producing a printed copy to the address of the Holder
appearing on the Holder’s Warrant or to such other address as any Holder may specify by notice in writing to the Company,
and any such notice will be deemed to have been given and received by the Holder to whom it was addressed if mailed, on the third
day following the mailing thereof, if by facsimile or other electronic communication, on successful transmission, or, if delivered,
on delivery; but if at the time or mailing or between the time of mailing and the third business day thereafter there is a strike,
lockout, or other labour disturbance affecting postal service, then the notice will not be effectively given until actually delivered.


 






    	- 20 -



    	 



    

 


		4.2	Notice
                                         to the Company



 


Any
notice required or permitted to be given to the Company will be in writing and may be given by prepaid registered post, electronic
facsimile transmission or other means of electronic communication capable of producing a printed copy to the address of the Company
set forth below or such other address as the Company may specify by notice in writing to the Holder, and any such notice will
be deemed to have been given and received by the Company to whom it was addressed if mailed, on the third day following the mailing
thereof, if by facsimile or other electronic communication, on successful transmission, or, if delivered, on delivery; but if
at the time or mailing or between the time of mailing and the third business day thereafter there is a strike, lockout, or other
labour disturbance affecting postal service, then the notice will not be effectively given until actually delivered:


 


Northern
Minerals & Exploration Ltd.

1301 Avenue M or P.O. Box 31

Cisco, TX 76437





Attention:
Roger Autrey, Corporate Secretary


 


Fax
No. (903-967-3339)


		5.	EXERCISE
                                         OF WARRANTS



		5.1	Method
                                         of Exercise of Warrants



 


The
right to purchase shares conferred by the Warrants may be exercised by the Holder surrendering the Warrant Certificate representing
same, with a duly completed and executed subscription in the form attached hereto and a bank draft or certified cheque payable
to or to the order of the Company. For the Exercise Price applicable at the time of surrender in respect of the shares subscribed
for in lawful money of the United States of America, to the Company at the address set forth in, or from time to time specified
by the Company pursuant to Section 4.1. If the Warrants have an Exercise Price of US$0.15, such Warrants shall only be exercisable
if all other share purchase warrants held by the Holder at a lesser exercise price have been exercised in full.


		5.2	Effect
                                         of Exercise of Warrants



		(a)	Upon
                                         surrender and payment as aforesaid the shares so subscribed for will be deemed to have
                                         been issued and such person or persons will be deemed to have become the Holder or Holders
                                         of record of such shares on the date of such surrender and payment, and such shares will
                                         be issued at the subscription price in effect on the date of such surrender and payment.



		(b)	Within
                                         ten business days after surrender and payment as aforesaid, the Company will forthwith
                                         cause to be delivered to the person or persons in whose name or names the shares so subscribed
                                         for are to be issued as specified in such subscription or mailed to him or them at his
                                         or their respective addresses specified in such subscription, a certificate or certificates
                                         for the appropriate number of shares not exceeding those which the Warrant Holder is
                                         entitled to purchase pursuant to the Warrant surrendered.



		5.3	Subscription
                                         for Less Than Entitlement



 


The
Holder of any Warrant may subscribe for and purchase a number of shares less than the number which he is entitled to purchase
pursuant to the surrendered Warrant. In the event of any purchase of a number of shares less than the number which can be purchased
pursuant to a Warrant, the Holder thereof upon exercise thereof will in addition be entitled to receive a new Warrant in respect
of the balance of the shares which he was entitled to purchase pursuant to the surrendered Warrant and which were not then purchased.


		5.4	Warrants
                                         for Fractions of Shares



 


To
the extent that the Holder of any Warrant is entitled to receive on the exercise or partial exercise thereof a fraction of a share,
such right may be exercised in respect of such fraction only in combination with another Warrant or other Warrants which in the
aggregate entitle the Holder to receive a whole number of such shares.


 






    	- 21 -



    	 



    

 


		5.5	Expiration
                                         of Warrants



 


After
the expiration of the period within which a Warrant is exercisable, all rights thereunder will wholly cease and terminate and
such Warrant will be void and of no effect.


		5.6	Time
                                         of Essence



 


Time
will be of the essence hereof.


		5.7	Subscription
                                         Price



 


The
Warrants are exercisable at a price per share (the “Exercise Price”) of US$0.15. One (1) Warrant and the Exercise
Price are required to subscribe for each share during the term of the Warrants.


		5.8	Adjustment
                                         of Exercise Price



		(a)	The
                                         Exercise Price and the number of shares deliverable upon the exercise of the Warrants
                                         will be subject to adjustment in the event and in the manner following:



		(i)	If
                                         and whenever the shares at any time outstanding are subdivided into a greater or consolidated
                                         into a lesser number of shares the Exercise Price will be decreased or increased proportionately
                                         as the case may be; upon any such subdivision or consolidation the number of shares deliverable
                                         upon the exercise of the Warrants will be increased or decreased proportionately as the
                                         case may be.



		(ii)	In
                                         case of any capital reorganization or of any reclassification of the capital of the Company
                                         or in the case of the consolidation, merger or amalgamation of the Company with or into
                                         any other Company (hereinafter collectively referred to as a “Reorganization”),
                                         each Warrant will after such Reorganization confer the right to purchase the number of
                                         shares or other securities of the Company (or of the Company’s resulting from such
                                         Reorganization) which the Warrant Holder would have been entitled to upon Reorganization
                                         if the Warrant Holder had been a shareholder at the time of such Reorganization.



 


In
any such case, if necessary, appropriate adjustments will be made in the application of the provisions of this Article Four relating
to the rights and interest thereafter of the Holders of the Warrants so that the provisions of this Article Four will be made
applicable as nearly as reasonably possible to any shares or other securities deliverable after the Reorganization on the exercise
of the Warrants.


 


The
subdivision or consolidation of shares at any time outstanding into a greater or lesser number of shares (whether with or without
par value) will not be deemed to be a Reorganization for the purposes of this clause 5.8(a).


		5.9	Determination
                                         of Adjustments



 


If
any questions will at any time arise with respect to the Exercise Price or any adjustment provided for in Section 4.8, such questions
will be conclusively determined by the Company’s Auditors, or, if they decline to so act any other firm of certified public
accountants in the United States of America that the Company may designate and who will have access to all appropriate records
and such determination will be binding upon the Company and the Holders of the Warrants.


 






    	- 22 -



    	 



    

 


		6.	MANDATORY
                                         WARRANT EXERCISE



		6.1	Exercise
                                         at the option of the Company



 


The
Company may require the Holder, at any time following the date that the closing price of the Shares as listed on a Principal Market
(as defined herein), as quoted by Bloomberg L.P. (the “Closing Price”) has been at or above $0.25 for a period of
twenty consecutive trading days, to exercise the Warrants and acquire the Shares at the Exercise Price. The Holder must exercise
the Warrants in accordance with Section 5.1 within five (5) business days of the receipt of notice from the Company, after which
time the Warrants shall be cancelled if unexercised. As used herein, “Principal Market” shall mean the OTC Bulletin
Board, the Nasdaq SmallCap Market, or the American Stock Exchange. If the Common Shares are not traded on a Principal Market,
the Closing Price shall mean the reported Closing Price for the Common Shares, as furnished by FINRA for the applicable periods.


		7.	COVENANTS
                                         BY THE COMPANY



		7.1	Reservation
                                         of Shares



 


The
Company will reserve and there will remain unissued out of its authorized capital a sufficient number of shares to satisfy the
rights of purchase provided for herein and in the Warrants should the Holders of all the Warrants from time to time outstanding
determine to exercise such rights in respect of all shares which they are or may be entitled to purchase pursuant thereto and
hereto.


		8.	WAIVER
                                         OF CERTAIN RIGHTS



		8.1	Immunity
                                         of Shareholders, etc.



 


The
Warrant Holder, as part of the consideration for the issue of the Warrants, waives and will not have any right, cause of action
or remedy now or hereafter existing in any jurisdiction against any past, present or future incorporator, shareholder, Director
or Officer (as such) of the Company for the issue of shares pursuant to any Warrant or on any covenant, agreement, representation
or warranty by the Company herein contained or in the Warrant.


		9.	MODIFICATION
                                         OF TERMS, MERGER, SUCCESSORS



		9.1	Modification
                                         of Terms and Conditions for Certain Purposes



 


From
time to time the Company may, subject to the provisions of these presents, modify the Terms and Conditions hereof, for the purpose
of correction or rectification of any ambiguities, defective provisions, errors or omissions herein.


		9.2	Warrants
                                         Not Transferable



 


The
Warrants and all rights attached to it are not transferable.


 


DATED
as of the date first above written in these Terms and Conditions.


 





	 	NORTHERN
                                         MINERALS & EXPLORATION LTD.



	 	 
	 	By:	 
	 	 	Roger
    Autrey, Corporate Secretary




 






    	- 23 -



    	 



    

 


FORM
OF SUBSCRIPTION


 


	TO:
    	Northern
    Minerals & Exploration Ltd.
 1301 Avenue M or P.O. Box 31
 Cisco, TX 76437
 








The
undersigned Holder of the within Warrants hereby subscribes for common shares (the “Shares”) of Northern Minerals
& Exploration Ltd. (the “Company) pursuant to the within Warrants at US$0.15 Share on the terms specified in the said
Warrants. This subscription is accompanied by a certified cheque or bank draft payable to or to the order of the Company for the
whole amount of the purchase price of the Shares.


 


The
undersigned hereby directs that the Shares be registered as follows:


 


	NAME(S)
    IN FULL	 	ADDRESS(ES)	 	NUMBER
    OF SHARES
	 	 	 	 	 
	 	 	 	 	 
	 	 	TOTAL:	 	 


 


(Please
print full name in which share certificates are to be issued, stating whether Mr., Mrs. or Miss is applicable).


 


DATED
this _________ day of _________________, 20___.


 





	In
    the presence of:	 	 
	 	 	 
	 	 	 
	Signature
    of Witness	 	Signature
    of Warrant Holder




 


Please
print below your name and address in full.


 


Name
(Mr./Mrs./Miss)_____________


 


Address              _________________________________________


 


INSTRUCTIONS
FOR SUBSCRIPTION


 


The
signature to the subscription must correspond in every particular with the name written upon the face of the Warrant without alteration
or enlargement or any change whatever. If there is more than one subscriber, all must sign.


 


In
the case of persons signing by agent or attorney or by personal representative(s), the authority of such agent, attorney or representative(s)
to sign must be proven to the satisfaction of the Company.


 


If
the Warrant certificate and the form of subscription are being forwarded by mail, registered mail must be employed.