Filed by Automated Filing Services Inc. (604) 609-0244 - Kimber Resources Inc. - Exhibit 4.r





 20F ITEM 19 EXHIBIT 4. R






KIMBER RESOURCES INC. 


PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT


INSTRUCTIONS TO PURCHASER 

	 1.      	 All purchasers complete all the information in the
        boxes on page 1 and sign where indicated with an "X". 

	 
	 2.      	 If you are an "accredited investor" in Alberta,
        British Columbia or Ontario, then complete the "Accredited Investor Questionnaire"
        that starts on page 6. The purpose of the questionnaire is to determine
        whether you meet the standards for participation in a private placement
        under Ontario Securities Commission Rule 45-501 and Multilateral Instrument
        45-103 adopted by the Alberta Securities Commission and British Columbia
        Securities Commission. 

	 
	 3.      	 If you are resident in Manitoba, then complete the
        "Form 8 – Purchasers Resident in Manitoba" that starts on page 15.
      

	 
	 4.      	 If you are not an individual or you are a portfolio
        manager (that is, the Purchaser is a corporation, partnership, trust or
        entity other than an individual), then complete and sign the "Corporate
        Placee Registration Form" (Form 4C) that starts on page 18. 

	 
	 5.      	 If you are a portfolio manager, complete and sign
        the "Portfolio Manager: Additional Undertaking and Certification" on page
        20. 








 

	 Subscription Agreement (with related appendixes,
      schedules and forms)  	 Page 1 of 26 pages  




 PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT 

 TO:                         KIMBER
  RESOURCES INC. (the "Issuer"), of #215, 800 West PeSt., Vancouver, BC

 Subject and pursuant to the terms set out in the Terms on
  pages 2 to 5, the General Provisions on pages 21 to 26 and the other schedules
  and appendixes 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 
      

	  
	 CAD $0.45 per Unit for a total purchase price of
      CAD $  ______________________________________ 
	 
	 The Purchaser owns, directly or indirectly, the
      following securities of the Issuer:  
	_______________________________________________________________________________________________



 The Purchaser directs the Issuer to issue, register and deliver the certificates
  representing the Purchased Securities 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 
  _____________ , 2003. By executing this 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 the Purchaser".
  Unless the jurisdiction shown as the "Address of the Purchaser" is British Columbia,
  then the Purchaser certifies that the Purchaser is NOT resident in British
  Columbia.  

	
      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 ___________ , 2003. 
    	  	  
	 KIMBER RESOURCES INC.  	  	_____________________________________________
    
	 Per:  	  	 Address
      of Purchaser (residence)  
	 	 	 
	  	 	_____________________________________________
	 _______________________________

    	  	Telephone
      number and e-mail address  
	Authorized signatory  	 	 


 By signing this acceptance, the Issuer agrees to be bound
  by the Terms on pages 2 to 5, the General Provisions on pages 21 to 26 and the
  other schedules and appendixes incorporated by reference. 




 

	 Subscription Agreement (with related appendixes,
      schedules and forms)  	 Page 2 of 26 pages  


TERMS 

	 Reference date of this Agreement 
    	 The date the Agreement is
        executed by the Purchaser on page 1 (the "Agreement Date")  

	  	 
	 The Offering 
	  	 
	 The Issuer  	 Kimber Resources Inc. 
      

	  	 
	 The Agent  	 The offering is made on
        a commercially reasonable efforts basis by Canaccord Capital Corporation
        (which together with any sub-agents, is referred to as the "Agent") under
        an Agency Agreement dated for reference March 26, 2003 (the "Agency Agreement").

	  	 
	 Offering  	 The offering consists of
        up to an aggregate of 1,666,667 units (the "Units") of the Issuer 
      

	  	 
	 Purchased Securities  	 The "Purchased Securities"
        are Units. Each Unit consists of one previously unissued common share,
        as presently constituted (a "Share") and one-half of one non-transferable
        share purchase warrant (a "Warrant") of the Issuer. One whole Warrant
        will entitle the holder, on exercise, to purchase one additional common
        share of the Issuer (a "Warrant Share") for a period of 18 months from
        the date of issuance of the Unit, at a price of CAD $0.55 per Warrant
        Share.

	  	 
	 Compensation to Agent 
    	 The Agent will receive a
        commission of 8% of the gross proceeds received from the sale of the Units
        payable in cash, or, at the election of the Agent, the Agent may take
        up to one-half of its commission in Units ("Agent's Units"). The Agent's
        Units shall consist of one Share and one-half of one Warrant. One whole
        Warrant will entitle the holder, on exercise, to purchase one Warrant
        Share at a price of CAD $0.55 per share at any time until the close of
        business on the day which is 18 months from the date of issue of the Agent's
        Unit.

	  	 
	  	 The Agent will also receive
        Agent's Warrants which shall entitle the Agent to purchase shares equal
        in number to 20% of the total number of Units sold. Each Agent's Warrant
        shall entitle the holder to purchase one additional share of the Issuer
        at a price of CAD $0.55 per share for a period of 18 months from the date
        of issue. The Agent will also receive an administration fee of CAD $4,000.

	  	 
	 Total amount  	 Up to CAD $750,000

	  	 
	 Price  	 CAD $0.45 per Unit








 

	 Subscription Agreement (with related appendixes,
      schedules and forms)  	 Page 3 of 26 pages  




	 Warrants  	 The Warrants will be issued
        and registered in the name of the purchasers or their nominees.

	  	 
	  	 The Warrants will be non-transferable.

	  	 
	  	 The certificates representing
        the Warrants will, among other things, include provisions for the appropriate
        adjustment in the class, number and price of the Warrant Shares issued
        upon exercise of the Warrants upon the occurrence of certain events, including
        any subdivision, consolidation or reclassification of the Issuer's common
        shares, the payment of stock dividends and the amalgamation of the Issuer.

	  	 
	  	 The issue of the Warrants
        will not restrict or prevent the Issuer from obtaining any other financing,
        or from issuing additional securities or rights, during the period within
        which the Warrants may be exercised.

	  	 
	 Selling Jurisdictions 
    	 The Units may be sold in
        British Columbia, Alberta, Ontario and Manitoba and in certain "offshore"
        jurisdictions outside Canada and the United States (the "Selling Jurisdictions").

	  	 
	 Exemptions  	 The offering will be made
        in accordance with the following exemptions from the prospectus requirements:
      





	 	 	 a)      	 the British Columbia and Alberta "Accredited Investor"
        exemption (section 5.1 of Multilateral Instrument 45-103); 

	 
	 	 	 b)      	 the Ontario "Accredited Investor" exemption (section
        2.3 of Ontario Securities Commission Rules 45-501); 

	 
	 	 	 c)      	 the British Columbia and Alberta "$97,000 purchaser"
        exemption (section 74(2)(4) of the Securities Act (British Columbia),
        and s.131(1)(d) of the Securities Act (Alberta)); 

	 
	 	 	 d)      	 the Manitoba "$97,000 purchaser" exemption (section
        19(3) of the Securities Act (Manitoba). 








 

	 Subscription Agreement (with related appendixes,
      schedules and forms)  	 Page 4 of 26 pages  




	 Resale restrictions and legends 
      
 (All Purchasers)  	 The Issuer is
        a "qualifying issuer" within the meaning of Multilateral Instrument 45-102.
        The Purchased Securities will therefore be subject to a four month hold
        period that starts to run on Closing.

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

	  	 
	  	 
	"Unless permitted under securities
        legislation, the holder of the securities shall not trade the securities
        before [date that is four months and a day after the Closing.]"

	  	 
	  	 
	"Without prior written approval
        of the TSX Venture Exchange and compliance with all applicable securities
        legislation, the securities presented by this certificate may not be sold,
        transferred, hypothecated or otherwise traded on or through the facilities
        of the TSX Venture Exchange or otherwise in Canada or to or for the benefit
        of a Canadian resident until [insert the date following the fourth month
        after the distribution]."

	  	 
	  	 The Issuer agrees
        that the Securities will bear no legends other than those set out here.

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

	  	 
	 Closing Date  	 The Closing
        will take place in one or more closings, as agreed to between the Issuer
        and the Agent.

	  	 
	 Additional definitions 
    	 In this Subscription
        Agreement, the following words have the following meanings unless otherwise
        indicated:





	 	 	 (a)      	 "Purchased Securities" means the Units purchased
        under this Subscription Agreement; 

	 
	 	 	 (b)      	 "Securities" means the Shares, the Warrants and
        the Warrant Shares; 

	 
	 	 	 (c)      	 "Warrants" includes the certificates representing
        the Warrants. 



 The Issuer

	 Jurisdiction of organization 
    	 The Issuer is incorporated
        under the laws of British Columbia.  

	  	 
	 Authorized and outstanding capital 
    	 The authorized capital of
        the Issuer is 80,000,000 common shares. The issued and outstanding capital
        of the Issuer is 13,396,684 common shares.

	  	 
	 Stock exchange listings 
    	 Shares of the Issuer are
        listed on the TSX Venture Exchange (the "Exchange").  








 

	 Subscription Agreement (with related appendixes,
      schedules and forms)  	 Page 5 of 26 pages  




	 "Securities Legislation Applicable 
      to the Issuer"  	 The "Securities Legislation Applicable
        to the Issuer" is the Securities Act (British Columbia), the Securities
        Act (Alberta), the Securities Act (Ontario) and the Securities
        Act (Manitoba) and the "Commissions with Jurisdiction over the Issuer"
        are the securities commissions of British Columbia, Alberta, Ontario and
        Manitoba.






END OF TERMS






 

	 Subscription Agreement (with related appendixes,
      schedules and forms)  	 Page 6 of 26 pages  


 Accredited Investor Questionnaire 

 (Capitalized terms not specifically defined in this Questionnaire
  have the meaning ascribed to them in the Subscription Agreement to which this
  Schedule is attached.) 

 In connection with the execution of the Subscription Agreement
  to which this Schedule is attached, the undersigned (the "Purchaser") represents
  and warrants to the Issuer that: 

 If I am an individual (that is, a natural person and not
  a corporation, partnership, trust or other entity), then I satisfy one or more
  of the categories indicated below (please place an "X" on the appropriate lines):
  

	 ________   Category 1 
    	  	 an individual who, either
        alone or jointly with a spouse, beneficially owns financial assets having
        an aggregate realizable value that before taxes, but net of any related
        liabilities, exceeds CAD $1,000,000, where "financial assets" means cash
        and securities and "related liabilities" means (i) liabilities incurred
        or assumed for the purpose of financing the acquisition or ownership of
        financial assets, or (ii) liabilities that are secured by financial assets 
      

	  	 	 
	 ________   Category 2 
    	  	 an individual whose net
        income before taxes exceeded CAD $200,000 in each of the two most recent
        years or whose net income before taxes combined with that of a spouse
        exceeded CAD $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  

	  	 	 
	 ________   Category 3 
    	  	 an individual registered
        under the securities legislation of any province or territory of Canada,
        as an adviser or dealer, other than a limited market dealer registered
        under the Securities Act (Ontario)  

	  	 	 
	 ________   Category 4 
    	  	 an individual registered
        or formerly registered under the securities legislation of any province
        or territory of Canada as a representative of a person or company registered
        under the securities legislation of any province or territory of Canada,
        as an adviser or dealer, other than a limited market dealer registered
        under the Securities Act (Ontario)  

	  	 	 
	  	  	 Categories 5 to 9 apply
        only to persons resident in Ontario  

	  	 	 
	 ________   Category 5 
    	  	 a promoter of the Issuer
        or an affiliated entity of a promoter of the Issuer  

	  	 	 
	 ________   Category 6 
    	  	 a spouse, parent, grandparent
        or child of an officer, director or promoter of the Issuer  

	  	 	 
	 ________   Category 7 
    	  	 a person that, in relation
        to the Issuer, is an affiliated entity  

	  	 	 
	 ________   Category 8 
    	  	 a person that, in relation
        to the Issuer, is a person referred to in clause (c) of the definition
        of distribution in subsection 1(1) of the Securities Act (Ontario)
        (commonly known as a "control person")  

	  	 	 
	 ________   Category 9 
    	  	 a person that is recognized
        by the Ontario Securities Commission as an accredited investor  



 If the Purchaser is NOT an individual (that is, the Purchaser
  is a corporation, partnership, trust or other entity other than an individual),
  then the Purchaser satisfies one or more of the categories indicated below (please
  place an "X" on the appropriate lines): 




 

	 Subscription Agreement (with related appendixes,
      schedules and forms)  	 Page 7 of 26 pages  




	 Institutional investors 
    	 	  
	  	 	 
	 ________   Category 10 
    	 	 a bank listed in schedule
        I or II of the Bank Act (Canada), or an authorized foreign bank
        listed in schedule III of the Bank Act (Canada) 

	  	 	 
	 ________   Category 11 
    	 	 the Business Development
        Bank of Canada incorporated under the Business Development Bank
        of Canada Act (Canada)  

	  	 	 
	 ________   Category 12 
    	 	 a loan corporation or trust
        company that, in each case, is authorized to carry on business in Canada
        or a province or territory of Canada  

	  	 	 
	 ________   Category 13 
    	 	 a credit union or caisse
        populaire that, in each case, is authorized to carry on business in Canada
        or a province or territory of Canada  

	  	 	 
	 ________   Category 14 
    	 	 an association under the
        Cooperative Credit Associations Act (Canada) located in Canada 
      

	  	 	 
	 ________   Category 15 
    	 	 an insurance company authorized
        to carry on business in Canada or a province or territory of Canada 
      

	  	 	 
	 ________   Category 16 
    	 	 a subsidiary of any company
        referred to in Categories 10 to 15 where the company owns all of the voting
        shares of the subsidiary  

	  	 	 
	 ________   Category 17 
    	 	 a person or company registered
        under the securities legislation of any province or territory of Canada,
        as an adviser or dealer, other than a limited market dealer registered
        under the Securities Act (Ontario)  

	  	 	 
	 ________   Category 18 
    	 	 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 
      

	  	 	 
	 ________   Category 19 
    	 	 a company, syndicate, partnership,
        trust or unincorporated organization organized outside of Canada that
        is analogous to any of the entities referred to in Categories 10 to 18
        in form and function  

	  	 	 
	 ________   Category 20 
    	 	 a mutual fund or non-redeemable
        investment fund that, in the province or territory where the securities
        of the Issuer are being sold, distributes its securities only to persons
        or companies that are accredited investors 

	  	 	 
	 ________   Category 21 
    	 	 a mutual fund or non-redeemable
        investment fund that, in the province or territory where the securities
        of the Issuer are being sold, distributes its securities under a prospectus
        for which the regulator has issued a receipt  

	  	 	 
	 Government  
 organizations 
    	 	  
	  	 	 
	 ________   Category 22 
    	 	 the government of Canada
        or a province, or any crown corporation or agency of the government of
        Canada or a province  

	  	 	 
	 ________   Category 23 
    	 	 a municipality, a public
        board or commission in Canada  

	  	 	 
	 ________   Category 24 
    	 	 any national, federal, state,
        provincial, territorial or municipal government of or in any foreign jurisdiction,
        or any agency of that government  








 

	 Subscription Agreement (with related appendixes,
      schedules and forms)  	 Page 8 of 26 pages  




	 Other corporations,  	  	  
	 partnerships, trusts & 
    	  	  
	 charities  	  	  
	  	 	 
	 ________   Category 25 
    	  	 a registered charity under
        the Income Tax Act (Canada)  

	  	 	 
	 ________   Category 26 
    	  	 a company, limited partnership,
        limited liability partnership, trust or estate, other than a mutual fund
        or non-redeemable investment fund, that had net assets of at least CAD
        $5,000,000 as reflected in its most recently prepared financial statements

	  	 	 
	 ________   Category 27 
    	  	 a person or company in respect
        of which all of the owners of interests, direct or indirect, legal or
        beneficial, are persons or companies that are accredited investors 

	  	 	 
	  	  	 Categories 28 to 31 apply
        only to persons resident in Ontario

	  	 	 
	 ________   Category 28 
    	  	 an investment portfolio
        account of a client established in writing with a portfolio adviser who
        makes investment decisions for the account and has full discretion to
        trade in securities of the account without requiring the client's express
        consent to a transaction

	  	 	 
	 ________   Category 29 
    	  	 a promoter of the Issuer
        or an affiliated entity of a promoter of the Issuer 

	  	 	 
	 ________   Category 30 
    	  	 a person or company that,
        in relation to the Issuer, is an affiliated entity 

	  	 	 
	 ________   Category 31 
    	  	 a person or company that,
        in relation to the Issuer, is a person or company referred to in clause
        (c) of the definition of distribution in subsection 1(1) of the Securities
        Act (Ontario) (commonly known as a "control person") 



 The statements made in this Questionnaire are true and accurate to the best
  of my information and belief and I will promptly notify the Agent and the Issuer
  of any changes in the answers.

	 Dated  _______________2003 	  
	  	 X  _______________________________________________________________
    
	  	 Signature of individual (if Purchaser is an individual) 
    
	  	  
	 	 X  _______________________________________________________________
    
	  	 Authorized signatory (if Purchaser is not an individual) 
    
	  	  
	 	  
	  	_________________________________________________________________
	  	 Name of Purchaser ( please print)  
	 	  
	  	_________________________________________________________________
	  	 Name of authorized signatory ( please print) 
    
	  	 
	 	_________________________________________________________________
	  	 Official capacity of authorized signatory (please print) 
    







 

	 Subscription Agreement (with related appendixes,
      schedules and forms)  	 Page 9 of 26 pages  


 Provisions applicable to a purchaser resident
  in British Columbia

 IMPORTANT NOTE: the following provisions are applicable
  ONLY if the Purchaser is resident in British Columbia. 

 Additional definitions 

 In the following provisions applicable to a purchaser resident
  in British Columbia and the Subscription Agreement (including the first (cover)
  page and all of the appendixes), the following words have the following meanings
  unless otherwise indicated: 

	 	 (a)      	 "Accredited Investor" a person who falls into one
        of the categories set out in the "Accredited Investor Questionnaire" (other
        than a category specified to be for Ontario residents only) that starts
        on page 6; 

	 
	 	 (b)      	 "Applicable Legislation" includes the Securities
        Act (B.C.); 

	 
	 	 (c)      	 "Commissions" includes the British Columbia Securities
        Commission; 

	 
	 	 (d)      	 "Securities Act (B.C.)" means the Securities
        Act, R.S.B.C. 1996, c. 418, as amended; 



 In the following provisions, a person is "Deemed to be Acting
  as a Principal" if the person is duly authorized to enter into this subscription
  and to execute all documentation in connection with the purchase on behalf of
  each beneficial purchaser; is purchasing the Purchased Securities as an agent
  or trustee for accounts that are fully managed by it and is: 

	 	 (a)      	 a trust company or insurance company that has been
        authorized to do business under the Financial Institutions Act (British
        Columbia); or 

	 
	 	 (b)      	 an adviser who manages the investment portfolio
        of clients through discretionary authority granted by one or more clients
        and who is registered as a portfolio manager under the Securities Act
        (B.C.) or is exempt from such registration; 



 In the case of any Purchaser who is Deemed to be Acting as
  a Principal, the Purchaser acknowledges that the Issuer may in the future be
  required by law to disclose on a confidential basis to securities regulatory
  authorities the identity of each beneficial purchaser of Purchased Securities
  for whom the Purchaser may be acting. 

Applicable exemptions

 IN ADDITION to the representations and warranties in the General
  Provisions (on pages 21 to 26), the Purchaser represents and warrants to the
  Issuer that, as at the Agreement Date and at the Closing, the Purchaser has
  received an offering memorandum or satisfies one or more of the following categories:


	 	 (a)      	 "accredited investor" (s. 5.1, Multilateral Instrument
        45-103): the Purchaser is an Accredited Investor and it is purchasing
        the Purchased Securities as principal; or; 

	 
	 	 (b)      	 "$97,000 purchaser" (s. 74(2)(4), Securities
        Act (B.C.)): the Purchaser is purchasing sufficient Purchased
        Securities so that the aggregate acquisition cost of the Purchased Securities
        to the Purchaser is not less than CAD $97,000, the Purchaser is not a
        corporation, partnership, trust, fund, association, or any other organized
        group of persons created solely, or used primarily, to permit the purchase
        of the Purchased Securities (or other similar purchases) by a group of
        individuals whose individual share of the aggregate acquisition cost of
        the Purchased Securities is less than CAD $97,000, and the Purchaser is
        either: 








 

	 Subscription Agreement (with related appendixes,
      schedules and forms)  	 Page 10 of 26 pages  
	NOTE: the provisions on this page are applicable
      ONLY if the Purchaser is resident in British Columbia. 




	 	 	 (i)      
	 purchasing the Purchased Securities as principal
        and no other person, corporation, firm or other organization will have
        a beneficial interest in the Purchased Securities; or 

	 
	 	 	 (ii)     
      
	 if not purchasing the Purchased Securities as principal,
        is Deemed to be Acting as a Principal and the aggregate acquisition cost
        of the Purchased Securities purchased for all the accounts managed by
        it is not less than CAD $97,000; or 

	 
	 	 (c)      	 "exempt purchaser" (s. 74(2)(3), Securities
        Act (B.C.)): the Purchaser is purchasing as principal,
        is not an individual and is designated as an exempt purchaser in an order
        made by the Executive Director of the British Columbia Securities Commission.
      



Additional representations

 IN ADDITION to the representations and warranties in the General
  Provisions (on pages 21 to 26), the Purchaser also represents and warrants to
  the Issuer that, as at the Agreement Date and at the Closing: 

	 	 (a)      	 the Purchaser is not a "control person" of the Issuer
        as defined in the Securities Act (B.C.), will not become a "control
        person" by virtue of this purchase of any of the Securities, and does
        not intend to act in concert with any other person to form a control group
        of the Issuer; 

	 
	 	 (b)      	 the offer was not made to the Purchaser when the
        Purchaser was in the United States and, at the time the Purchaser's buy
        order was made to the Agent, the Purchaser was outside the United States;
      

	 
	 	 (c)      	 the Purchaser is not a U.S. Person; 

	 
	 	 (d)      	 the Purchaser is not and will not be purchasing
        Purchased Securities for the account or benefit of any U.S. Person. 








 

	 Subscription Agreement (with related appendixes,
      schedules and forms)  	 Page 11 of 26 pages  


 Provisions applicable to a purchaser resident
  in Alberta

 IMPORTANT NOTE: the following provisions are applicable
  ONLY if the Purchaser is resident in Alberta.

 Additional definitions 

 In the following provisions applicable to a purchaser resident
  in Alberta and the Subscription Agreement (including the first (cover) page
  and all of the appendixes), the following words have the following meanings
  unless otherwise indicated: 

	 	 (a)      	 "Accredited Investor" a person who falls into one
        of the categories set out in the "Accredited Investor Questionnaire" (other
        than a category specified for Ontario residents only) that starts on page
        6; 

	 
	 	 (b)      	 "Applicable Legislation" includes the Securities
        Act (Alberta); 

	 
	 	 (c)      	 "Commissions" includes the Alberta Securities Commission;
      

	 
	 	 (d)      	 "Securities Act (Alberta)" means the Securities
        Act, R.S.A. 2000, c. S-4, as amended. 



 Applicable exemptions 

 IN ADDITION to the representations and warranties in the General
  Provisions (on pages 21 to 26), the Purchaser represents and warrants to the
  Issuer that, as at the Agreement Date and at the Closing, the Purchaser satisfies
  one or more of the following categories: 

	 	 (a)      	 "Accredited investor" (s. 5.1, Multilateral
        Instrument 45-103): the Purchaser is an Accredited Investor and it
        is purchasing the Purchased Securities as principal; or 

	 
	 	 (b)      	 "$97,000 purchaser" (s. 131(1)(d),
        Securities Act (Alberta)): the Purchaser is:
      

	 
	 	 	 (i)      
	 an individual purchasing sufficient Purchased Securities
        such that the aggregate acquisition cost of the Purchased Securities to
        the Purchaser is not less than CAD $97,000; 

	 
	 	 	 (ii)     
      
	 a corporation purchasing sufficient Purchased Securities
        such that the aggregate acquisition cost of the Purchased Securities is
        not less than CAD $97,000 in cash, and it was not incorporated solely
        to permit the purchase of the Purchased Securities without a prospectus;
        or 

	 
	 	 	 (iii)   
          
	 not a corporation or an individual but is a syndicate,
        partnership, trust or other unincorporated organization, and is purchasing
        as principal for its own account, and each member of the syndicate, partnership,
        trust or other unincorporated organization or each beneficiary of the
        trust, as the case may be, is an individual whose individual share of
        the aggregate acquisition cost of the Purchased Securities is not less
        than CAD $97,000; and 

	 
	 	 	 and the Purchaser is either 

	 
	 	 	 (iv)     
      
	 purchasing the Purchased Securities as principal
        and no other person, corporation, firm or other organization will have
        a beneficial interest in the Purchased Securities; or 

	 
	 	 	 (v)      
	 if not purchasing the Purchased Securities as principal,
        is duly authorized to enter into this Subscription Agreement and to execute
        all documentation in connection with the purchase on behalf of each beneficial
        purchaser, it acknowledges that the Issuer may in the future be required
        by law to disclose on a confidential basis to securities regulatory 








 

	 Subscription Agreement (with related appendixes,
      schedules and forms)  	 Page 12 of 26 pages  
	NOTE: the provisions on this page are applicable
      ONLY if the Purchaser is resident in Alberta. 




	 	 	 	authorities the identity of each beneficial purchaser
        of Purchased Securities for whom it may be acting, and is trading for
        accounts fully managed by it and is a trust corporation registered as
        such under the Securities Act Alberta trading as trustee or an
        agent, a portfolio manager trading as an agent, or a person or company
        trading as an agent that, except for an exemption under the Securities
        Act (Alberta) or the rules thereunder, is required to be registered
        as a portfolio manager. 



Additional representations



 IN ADDITION to the representations and warranties in the General
  Provisions (on pages 21 to 26), the Purchaser also represents and warrants to
  the Issuer that, as at the Agreement Date and at the Closing: 

	 	 (a)      	 the Purchaser is not a "control person" of the Issuer
        as defined in the Securities Act (Alberta), will not become a "control
        person" by virtue of this purchase of any of the Securities, and does
        not intend to act in concert with any other person to form a control group
        of the Issuer; 

	 
	 	 (b)      	 the offer was not made to the Purchaser when the
        Purchaser was in the United States and, at the time the Purchaser's buy
        order was made to the Agent, the Purchaser was outside the United States;
      

	 
	 	 (c)      	 the Purchaser is not a U.S. Person; 

	 
	 	 (d)      	 the Purchaser is not and will not be purchasing
        Purchased Securities for the account or benefit of any U.S. Person. 








 

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      schedules and forms)  	 Page 13 of 26 pages  


 Provisions applicable to a purchaser resident
  in Ontario

 IMPORTANT NOTE: the following provisions are applicable
  ONLY if the Purchaser is resident in Ontario.

 Additional definitions 

 In the following provisions applicable to a purchaser resident
  in Ontario and the Subscription Agreement (including the first (cover) page
  and all of the appendixes), the following words have the following meanings
  unless otherwise indicated: 

	 	 (a)      	 "Accredited Investor" a person who falls into one of the categories set
      out in the "Accredited Investor Questionnaire" that starts on page 6; 
	 
	 	 (b)      	 "Applicable Legislation" includes the Securities Act (Ontario);
    
	 
	 	 (c)      	 "Commissions" includes the Ontario Securities Commission; 
	 
	 	 (d)      	 "Securities Act (Ontario)" means the Securities Act, R.S.O.
      1990, c. S.5, as amended. 


Additional representations

 IN ADDITION to the representations and warranties in the General
  Provisions (on pages 21 to 26), the Purchaser also represents and warrants to
  the Issuer that, as at the Agreement Date and at the Closing: 

	 	 (a)      	 the Purchaser is an Accredited Investor and it is
        purchasing the Purchased Securities as principal; 

	 
	 	 (b)      	 the Purchaser is not a "control person" of the Issuer
        (that is, a person or company that, in relation to the issuer, is an affiliated
        entity or a person or company referred to in clause (c) of the definition
        of distribution in subsection 1(1) of the Securities Act (Ontario)),
        will not become a "control person" by virtue of this purchase of any of
        the Securities, and does not intend to act in concert with any other person
        to form a control group of the Issuer; 

	 
	 	 (c)      	 the offer was not made to the Purchaser when the
        Purchaser was in the United States and, at the time the Purchaser's buy
        order was made to the Agent, the Purchaser was outside the United States;
      

	 
	 	 (d)      	 the Purchaser is not a U.S. Person; and 

	 
	 	 (e)      	 the Purchaser is not and will not be purchasing
        Purchased Securities for the account or benefit of any U.S. Person. 



Additional acknowledgement

 The Purchaser acknowledges that it must complete and file
  (with the appropriate fee) Ontario Form 45-501F2 with the Ontario Securities
  Commission within 10 days of any trade of the Purchased Securities. 




 

	 Subscription Agreement (with related appendixes,
      schedules and forms)  	 Page 14 of 26 pages  


 Provisions applicable to a purchaser resident
  in Manitoba

 IMPORTANT NOTE: the following provisions are applicable
  ONLY if the Purchaser is resident in Manitoba. 

 Additional definitions 

 In the following provisions applicable to a purchaser resident
  in Manitoba and the Subscription Agreement (including the first (cover) page
  and all of the appendixes), the following words have the following meanings
  unless otherwise indicated:

	 	 (a)      	 "Applicable Legislation" includes the Securities
        Act (Manitoba); and 

	 
	 	 (b)      	 "Commissions" includes the Manitoba Securities Commission.
      



 Applicable exemptions 

 IN ADDITION to the representations and warranties in the General
  Provisions (on pages 21 to 26), the Purchaser acknowledges, represents, warrants
  and covenants to and with the Issuer that, as at the Agreement Date and at the
  Closing:

	 	 (a)      	 "$97,000 purchaser" (s. 19(3), Securities
        Act (Manitoba)): the Purchaser is purchasing sufficient Purchased Securities
        so that the aggregate acquisition cost of the Purchased Securities to
        the Purchaser is not less than CAD $97,000, the Purchaser is not a corporation,
        partnership, trust, fund, association, or any other organized group of
        persons created solely, or used primarily, to permit the purchase of the
        Purchased Securities (or other similar purchases) by a group of individuals
        whose individual share of the aggregate acquisition cost of the Purchased
        Securities is less than CAD $97,000, the purchaser is purchasing the Purchased
        Securities for investment only and not with a view to resale or distribution,
        and the Purchaser is purchasing the Purchased Securities as principal
        and no other person, corporation, firm or other organization will have
        a beneficial interest in the Purchased Securities. 



 Special forms 

 The Purchaser must (in addition to any other forms required
  in the Subscription Agreement) complete and sign Form 8 on page 15. 




 

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 FORM 8 – PURCHASERS RESIDENT IN MANITOBA

 REPORT OF A TRADE MADE UNDER CLAUSE 19(1)(c) OR 

  SUBSECTION 19(3) OF THE ACT OR UNDER SECTION 90 OF

  THE REGULATION

	 1.      	 Full name and address of vendor: 
	 
	 	 Kimber Resources Inc. 

      215-800 West Pender Street 
	 	 Vancouver, British Columbia V6C 2V6 
	 
	 2.      	 Name and address of the issuer of the security traded: 
	 
	 	 Kimber Resources Inc. 

      215-800 West Pender Street 
	 	 Vancouver, British Columbia V6C 2V6 
	 
	 3.      	 Details of Purchase: 
	 




	 	  	  	 Name and Address of 
    	  	 Amount and  	  	  
	 	 Date of Purchase  	  	 Purchaser  	  	 Description of  	  	 Purchase  
	 	  	  	  	  	 Securities  	  	 Price  
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 




	 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: 

	 
	 	 Canaccord Capital Corporation (the "Agent') 

        Suite 2200 609 Granville Street 

        Vancouver, B.C. V7Y 1H2 

	 
	 	 The Agent will receive a cash commission of 8% (subject
        to the Agent's right to elect to receive payment of up to 50% of such
        commission in the form of Units at a deemed price per Unit equal to the
        price at which Units are sold to Purchasers) and that amount of Agent's
        Warrants as is equal to 20% of the number of Units sold. Each Agent's
        Warrant is exercisable to purchase one common share of the Issuer for
        a period of 18 months from the date of issuance of the Agent's Warrant,
        at a price of CAD $0.55 per share. The Agent will also receive an administration
        fee of CAD $4,000. 








 

	 Subscription Agreement (with related appendixes,
      schedules and forms)  	 Page 16 of 26 pages  



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 Manitoba Securities Commission within 10 days of the resale of any of the
  securities purchased hereunder a report prepared in accordance with Form 8A.


Dated at __________________________________ this ________________day
  of _________ , 2003.

	  	 (Name of Purchaser - please print)  
	 	 	 
	  	By:  	  
	 	 	 
	  	  	 (Signature)  
	 	 	  
	  	 	 
	  	 (Official Capacity - please print)  




Certificate of Vendor or Agent of Vendor:

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

 Dated at __________________________________ this ________________day of _________
  , 2003.



	  	 (Name of Purchaser - please print)  
	 	 	 
	  	By:  	  
	 	 	 
	  	  	 (Signature)  
	 	 	  
	  	 	 
	  	 (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 Purchase" 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 Securities
        Regulation (Manitoba). 

	 
	 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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 Provisions applicable to a purchaser resident
  in the United Kingdom


IMPORTANT NOTE: the following provisions are applicable ONLY if the Purchaser is resident in the United Kingdom. 

Additional representations


IN ADDITION to the representations and warranties in the General Provisions (on pages 21 to 26), the Purchaser acknowledges, represents, warrants and covenants to and with the Issuer that, as at the Agreement Date and at the Closing: 

	 	 (a)      	 the Purchaser is acquiring the Purchased Securities
        for its own account for investment purpose only and not with a view to
        resale; and 

	 
	 	 (b)      	 the Purchaser is an authorized or exempted person
        within the meaning of the Financial Services Act 1986, or a local
        authority or a body corporate which has, or whose holding company has,
        a called up share capital or net assets of not less than £5 million
        or satisfies one or more of the other requirements of article 9(3) of
        the Financial Services Act 1986 (Investment Advertisements) (Exemptions)
        Order 1988 (as amended). 




 


 

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 FORM 4C 

  CORPORATE PLACEE REGISTRATION FORM

 Where subscribers to a Private Placement are not individuals,
  the following information about the placee must be provided. This Form will
  remain on file with the Exchange. The corporation, trust, portfolio manager
  or other entity (the "Placee") need only file it on one time basis, and it will
  be referenced for all subsequent Private Placements in which it participates.
  If any of the information provided in this Form changes, the Placee must notify
  the Exchange prior to participating in further placements with Exchange listed
  companies. If as a result of the Private Placement, the Placee becomes an Insider
  of the Issuer, Insiders of the Placee are reminded that they must file a Personal
  Information Form (2A) with the Exchange.

	1.
	 Placee Information:

	 	 	 
	 	 (a)      
	 Name: 
	 
	 	 (b)      
	 Complete Address: 
	 
	 	 (c)      
	 Jurisdiction of Incorporation or Creation: 
	 
	 2.      
	 (a)
	 Is the Placee purchasing securities as a portfolio manager (Yes/No)?
      ___ 
	 
	 	 (b)      
	 Is the Placee carrying on business as a portfolio manager outside of
      Canada (Yes/No)? ___
	 


	 3.      	 If the answer to 2(b) above was "Yes",
        the undersigned certifies that: 

	 
	 	 (a)     
      
	 It is purchasing securities of an Issuer on behalf
        of managed accounts for which it is making the investment decision to
        purchase the securities and has full discretion to purchase or sell securities
        for such accounts without requiring the client's express consent to a
        transaction; 

	 
	 	 (b)      
	 it carries on the business of managing the investment
        portfolios of clients through discretionary authority granted by those
        clients (a "portfolio manager" business) in ____________________ [jurisdiction],
        and it is permitted by law to carry on a portfolio manager business in
        that jurisdiction; 

	 
	 	 (c)      
	 it was not created solely or primarily for the purpose
        of purchasing securities of the Issuer; 

	 
	 	 (d)      
	 the total asset value of the investment portfolios
        it manages on behalf of clients is not less than CAD $20,000,000; and
      

	 
	 	 (e)      
	 it has no reasonable grounds to believe, that any
        of the directors, senior officers and other insiders of the Issuer, and
        the persons that carry on investor relations activities for the Issuer
        has a beneficial interest in any of the managed accounts for which it
        is purchasing 

	 
	 4.      	 If the answer to 2(a). above was "No",
        please provide the names and addresses of control persons of the Placee:
      




	 Name 

        

      

      	 City  	 Province or State  	 Country  
	

      

    	 	 	 
	

      

    	 	 	 









 

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	 Name 

        

      
	 City  	 Province or State  	 Country  
	
 
 	 	 	 
	
 
 	 	 	 






The undersigned acknowledges that it is bound by the provisions of applicable Securities Law, including provisions concerning the filing of insider reports and reports of acquisitions (See for example, sections 87 and 111 of the Securities Act
(British Columbia) and sections 176 and 182 of the Securities Act (Alberta). 

 Dated at ____________________________________ on _______________________ ,
  2003.

	  	  
	  	 X  _______________________________________________________________
    
	  	 Signature of individual (if Purchaser is an individual) 
    
	  	  
	 	 X  _______________________________________________________________
    
	  	 Authorized signatory (if Purchaser is not an individual) 
    
	  	  
	 	  
	  	_________________________________________________________________
	  	 Name of Purchaser ( please print)  
	 	  
	  	_________________________________________________________________
	  	 Name of authorized signatory ( please print) 
    
	  	 
	 	_________________________________________________________________
	  	 Official capacity of authorized signatory (please print) 
    



THIS IS NOT A PUBLIC DOCUMENT






 

	 Subscription Agreement (with related appendixes,
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Portfolio Manager: 

  Additional Undertaking and Certification 

 If the undersigned is a portfolio manager purchasing as agent
  for accounts that are fully managed by it, pursuant to an exemption from the
  prospectus requirements prescribed by British Columbia Securities Law, the undersigned
  acknowledges that it is bound by the provisions of the Securities Act
  (British Columbia) (the "Act"), and undertakes to comply with all provisions
  of the Act relating to ownership of, and trading in, securities including, without
  limitation, the filing of insider reports and reports pursuant to Section 111
  of the Act. If any of the information provided in this Form changes, the portfolio
  manager undertakes to notify the Exchange prior to participating in further
  private placements with Exchange listed companies.

 If the undersigned carries on business as a portfolio manager
  in a jurisdiction outside of Canada, the undersigned certifies that: 

	 	 (a)      	 it is purchasing securities of the Issuer on behalf
        of managed accounts for which it is making the investment decision to
        purchase the securities and has full discretion to purchase or sell securities
        for such accounts without requiring the client's express consent to a
        transaction; 

	 
	 	 (b)      	 it carries on the business of managing the investment
        portfolios of clients through discretionary authority granted by those
        clients (a "portfolio manager" business) in __________ [jurisdiction],
        and it is permitted by law to carry on a portfolio manager business in
        that jurisdiction; 

	 
	 	 (c)      	 it was not created solely or primarily for the purpose
        of purchasing securities of the Issuer; 

	 
	 	 (d)      	 the total asset value of the investment portfolios
        it manages on behalf of clients is not less than CAD$20,000,000; and 

	 
	 	 (e)      	 it has no reasonable grounds to believe, that any
        of the directors, senior officers and other insiders of the Issuer, and
        the persons that carry on investor relations activities for the Issuer
        has a beneficial interest in any of the managed accounts for which it
        is purchasing. 



 Dated at _______________ on ______________________ , 2003.

	  	_________________________________________________________________
	  	 Name of Purchaser ( please print)  
	 	  
	  	_________________________________________________________________
	  	 Authorized signatory
	  	 
	 	_________________________________________________________________
	  	 Official capacity of authorized signatory (please print) 
    
	 	 
	 	 
	 	_________________________________________________________________
	 	Name of individual whose signature appears above, if 
      
 different from name of purchaser above ( please print) 
    






 

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GENERAL PROVISIONS 

 1.              DEFINITIONS
  

 1.1             In
  the Subscription Agreement (including the first (cover) page, the Terms on pages
  2 to 5, the General Provisions on pages 21 to 26 and the other schedules and
  appendixes 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)      	 "Agent" has the meaning assigned in the Terms; 

	 
	 	 (c)      	 "Applicable Legislation" means the Securities Legislation
        Applicable to the Issuer (as defined on page 6) 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;
      

	 
	 	 (d)      	 "Closing" means the completion of the sale and purchase
        of the Purchased Securities; 

	 
	 	 (e)      	 "Closing Date" has the meaning assigned in the Terms;
      

	 
	 	 (f)      	 "Commissions" means the Commissions with Jurisdiction
        over the Issuer (as defined on page 5) and the securities commissions
        incorporated in the definition of this term in other parts of the Subscription
        Agreement; 

	 
	 	 (g)      	 "Exchange" has the meaning assigned in the Terms;
      

	 
	 	 (h)      	 "Final Closing" means the last closing under the
        Private Placement; 

	 
	 	 (i)      	 "General Provisions" means those portions of the
        Subscription Agreement headed "General Provisions" and contained on pages
        21 to 26; 

	 
	 	 (j)      	 "Private Placement" means the offering of the Purchased
        Securities on the terms and conditions of the Agency Agreement and this
        Subscription Agreement; 

	 
	 	 (k)      	 "Purchased Securities" has the meaning assigned
        in the Terms; 

	 
	 	 (l)      	 "Regulation S" means Regulation S promulgated under
        the 1933 Act; 

	 
	 	 (m)      	 "Regulatory Authorities" means the Commissions and
        the Exchange; 

	 
	 	 (n)      	 "Securities" has the meaning assigned in the Terms;
      

	 
	 	 (o)      	 "Subscription Agreement" means the first (cover)
        page, the Terms on pages 2 to 5, the General Provisions on pages 21 to
        26 and the other schedules and appendixes incorporated by reference; 

	 
	 	 (p)      	 "Terms" means those portions of the Subscription
        Agreement headed "Terms" and contained on pages 2 to 5. 



 1.2             In
  the Subscription Agreement, the following terms have the meanings defined in
  Regulation S: "U.S. Person" and "United States". 

 1.3             In
  the Subscription Agreement, unless otherwise specified, currencies are indicated
  with the ISO 4217 currency code so that, as examples, Canadian dollars are indicated
  with the prefix "CAD", United States dollars are 




 

	 Subscription Agreement (with related appendixes,
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 1.4             
  indicated with the prefix "USD", British pounds sterling are indicated with
  the prefix "GBP" and the euro is indicated with the prefix "EUR". 

 1.5             In
  the Subscription Agreement, other words and phrases that are capitalized have
  the meaning assigned in the Subscription Agreement. 

 2.              REPRESENTATIONS
  AND WARRANTIES OF PURCHASER

 2.1             Acknowledgements
  concerning offering 

The Purchaser acknowledges that:

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

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

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

	 
	 	 (d)      	 there are restrictions on the Purchaser's
        ability to resell 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; 

	 
	 	 (e)      	 the Issuer has advised the Purchaser that
        the Issuer is relying on an exemption from the requirements to provide
        the Purchaser with a prospectus and to sell securities through a person
        registered to sell securities under the Applicable Legislation and, as
        a consequence of acquiring securities pursuant to this exemption, certain
        protections, rights and remedies provided by the Applicable Legislation,
        including statutory rights of rescission or damages, will not be available
        to the Purchaser; 

	 
	 	 (f)      	 no prospectus has been filed by the Issuer
        with the Commissions in connection with the issuance of the Purchased
        Securities, the issuance is exempted from the prospectus and registration
        requirements of the Applicable Legislation and: 

	 
	 	 	 (i)   
          
	 the Purchaser is restricted from using most of the
        civil remedies available under the Applicable Legislation; 

	 
	 	 	 (ii)      
	 the Purchaser may not receive information that would
        otherwise be required to be provided to the Purchaser under the Applicable
        Legislation; and 

	 
	 	 	 (iii)     
      
	 the Issuer is relieved from certain obligations
        that would otherwise apply under the Applicable Legislation; 

	 
	 	(g)	 the Securities have not been registered
        under the 1933 Act and may not be offered or sold in the United States
        unless registered under the 1933 Act and the securities laws of all applicable
        states of the United States or an exemption from such registration requirements
        is available, and that the Issuer has no obligation or present intention
        of filing a registration statement under the 1933 Act in respect of the
        Purchased Securities or any of the Securities. 



 2.2             Representations
  by all purchasers 

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

	 	 (a)      	 the Purchaser has not received a copy of an offering
        memorandum; 

	 
	 	 (b)      	 to the best of the Purchaser's knowledge, the Securities
        were not advertised; 








 

	 Subscription Agreement (with related appendixes,
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	 	 (c)      	 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 Purchased 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 a stock exchange or that application has been made to list
        and post any of the Securities for trading on any stock exchange other
        than the Shares on the Exchange; 

	 
	 	(d)
	 this subscription has not
        been solicited in any other manner contrary to the Applicable Legislation
        or the 1933 Act; 

	 
	 	(e)
	 the Purchaser is at arm's
        length (as that term is customarily defined) with the Issuer; 

	 
	 	(f) 
	 the Purchaser (or others
        for whom it is contracting hereunder) has been advised to consult its
        own legal and tax advisors with respect to applicable resale restrictions
        and tax considerations, and it (or others for whom it is contracting hereunder)
        is solely responsible for compliance with applicable resale restrictions
        and applicable tax legislation; 

	 
	 	(g) 
	 the Purchaser has no knowledge
        of a "material fact" or "material change" (as those terms are defined
        in the Applicable Legislation) in the affairs of the Issuer that has not
        been generally disclosed to the public, except knowledge of this particular
        transaction; 

	 
	 	(h)
	 the offer made by this
        subscription is irrevocable (subject to the Purchaser's right to withdraw
        the subscription and to terminate the obligations as set out in this Agreement)
        and requires acceptance by the Issuer and approval of the Exchange; 

	 
	 	(i) 
	 the Purchaser has the legal
        capacity and competence to enter into and execute this Agreement and to
        take all actions required pursuant to the Subscription Agreement 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
        given to authorize execution of this Agreement on behalf of the Purchaser;
      

	 
	 	(j)
	 the entering into of this
        Agreement and the transactions contemplated hereby will not result in
        the violation of any of the terms and provisions of any law applicable
        to, or 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; 

	 
	 	(k)
	 this Agreement has been
        duly executed and delivered by the Purchaser and constitutes a legal,
        valid and binding agreement of the Purchaser enforceable against the Purchaser;
      

	 
	 	(l)
	 the Purchaser has been
        independently advised as to the applicable hold period imposed in respect
        of the Securities by securities legislation in the jurisdiction in which
        the Purchaser resides and confirms that no representation has been made
        respecting the applicable hold periods for the Securities and is aware
        of the risks and other characteristics of the Securities and of the fact
        that the Purchaser may not be able to resell the Securities except in
        accordance with the applicable securities legislation and regulatory policies;
      

	 
	 	(m) 
	 the Purchaser is capable
        of assessing the proposed investment as a result of the Purchaser's financial
        and business experience or as a result of advice received from a registered
        person other than the Issuer or any affiliates of the Issuer; 

	 
	 	(n)
	 if required by applicable
        securities legislation, policy or order or by any securities commission,
        stock exchange or other regulatory authority, the Purchaser will execute,
        deliver, file and 








 

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	 	 	 otherwise assist the Issuer in filing, such reports,
        undertakings and other documents with respect to the issue of the Securities
        as may be required; 

	 
	 	 (o)      	 the Purchaser acknowledges that the Agent will receive
        a commission from the Issuer in connection with this Private Placement.
      




2.3             Reliance,
    indemnity and notification of changes



 The representations and warranties in the Subscription Agreement
  (including the first (cover) page, the Terms on pages 2 to 5, the General Provisions
  on pages 21 to 26 and the other schedules and appendixes incorporated by reference)
  are made by the Purchaser with the intent that they be relied upon by the Issuer
  and the Agent in determining its suitability as a purchaser of Purchased Securities,
  and the Purchaser hereby agrees to indemnify the Issuer and the Agent 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 and the Agent 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 on pages 2 to 5, the
  General Provisions on pages 21 to 26 and the other schedules and appendixes
  incorporated by reference) which takes place prior to the Closing. 

2.4             Survival
  of representations and warranties

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

 3.              REPRESENTATIONS
  AND WARRANTIES OF THE ISSUER

 3.1             Incorporation
  by reference from Agency Agreement 

 The Issuer hereby makes in favour of the Purchaser the representations
  and warranties of the Issuer contained in the Agency Agreement. The Issuer will
  provide to the Purchaser, promptly on request and without charge, an extract
  from the Agency Agreement certified by an officer of the Issuer as a true extract
  of the representations and warranties contained in the Agency Agreement. 

 3.2             Survival
  of representations and warranties 

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

3.3             Exclusion
  of liability of Agent

 The Purchaser acknowledges that the Agent is acting as an
  agent in this transaction and that all warranties, conditions, representations
  or stipulations, other than those relating solely to the Agent, whether express
  or implied and whether arising hereunder or under prior agreement or statement
  or by statute or at common law are expressly those of the Issuer. The Purchaser
  acknowledges that no information or representation concerning the Issuer has
  been provided to the Purchaser by the Issuer or the Agent other than those contained
  in this Agreement and the Agency Agreement and that the Purchaser is relying
  entirely upon this Agreement and the Agency Agreement. Any information given
  or statement made is given or made without liability or responsibility howsoever
  arising on the part of the Agent. No person in the employment of, or acting
  as agent of, the Agent has any authority to make or give any representation
  or warranty whatsoever in relation to the Issuer or the Securities. Any information
  given or statement made is given or made without liability or responsibility
  howsoever arising on the part of the Agent, and the Purchaser hereby releases
  the Agent from any claims that may arise in respect of any such information
  given or statement made. 

 4.              WITHDRAWAL
  OF SUBSCRIPTION 

 The Purchaser reserves the right to withdraw this subscription
  and to terminate its obligations hereunder at any time before Closing if the
  Agent terminates its obligations with respect to the Private Placement under
  the Agency Agreement and hereby appoints the Agent as its agent for the purpose
  of notifying the Issuer of the withdrawal or termination of this subscription.





 

	 Subscription Agreement (with related appendixes,
      schedules and forms)  	 Page 25 of 26 pages  


 5.              CLOSING

 5.1             The
  Purchaser acknowledges that, although Purchased Securities may be issued to
  other purchasers under the Private Placement concurrently with the Closing,
  there may be other sales of Purchased Securities under the Private Placement,
  some or all of which may close before or after the Closing. The Purchaser further
  acknowledges that there is a risk that insufficient funds may be raised on the
  Closing to fund the Issuer's objectives and that further closings may not take
  place after the Closing. 

 5.2             On
  or before the end of the fifth business day before the Closing Date, the Purchaser
  will deliver to the Issuer or the Agent 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. 

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

	 6.              
        MISCELLANEOUS 
	 
	 6.1             
        The Purchaser was introduced to the Issuer by the Agent under the terms
        of the Agency Agreement. 



 6.2             The
  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. 

 6.3             The
  Purchaser hereby irrevocably authorizes the Agent, in its sole discretion: 

	 	 (a)      	 to act as the Purchaser's representative at the
        Closing, to receive certificates for Purchased Securities subscribed for
        and to execute in its name and on its behalf all closing receipts and
        documents required; and 

	 
	 	 (b)      	 to waive, in whole or in part, any representations,
        warranties, covenants or conditions for the benefit of the Purchaser contained
        in the Subscription Agreement or in any agreement or document ancillary
        or related to the Private Placement. 



 6.4             
  The 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. 

 6.5             The
  Issuer and the Agent 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. 

 6.6             Without
  limitation, this subscription and the transactions contemplated by this Agreement
  are conditional upon and subject to the Issuer's having obtained such regulatory
  approval of this subscription and the transactions contemplated by this Agreement
  as the Issuer and the Agent consider necessary. 

 6.7             This
  agreement is not assignable or transferable by the parties hereto without the
  express written consent of the other party to this Agreement. 

 6.8             Time
  is of the essence of this Agreement and will be calculated in accordance with
  the provisions of the Interpretation Act (British Columbia). 

 6.9             Except
  as expressly provided in this Agreement and in the agreements, instruments and
  other documents contemplated or provided for in this Agreement, this 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,
  by the Agent, or by anyone else. 

 6.10            The
  parties to this Agreement may amend this Agreement only in writing.




 

	 Subscription Agreement (with related appendixes,
      schedules and forms)  	 Page 26 of 26 pages  


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

 6.12            A
  party to this Agreement will give all notices to or other written communications
  with the other party to this Agreement concerning this Agreement by hand or
  by registered mail addressed to the address given on page 1. 

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

 6.14            This
  Agreement will be governed by and construed in accordance with the laws of British
  Columbia (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
  British Columbia with respect to any dispute related to this Agreement. 

 End of General Provisions

 End of Subscription Agreement