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                                                                    Exhibit 4.29


                         PINE VALLEY MINING CORPORATION

                             SUBSCRIPTION AGREEMENT


THE ROCKSIDE FOUNDATION                  Number of Units:  4,000,000
(Name of Subscriber - please print)

                                         Aggregate Subscription Price:  $800,000
                                         (Number of Units x $0.20 per Unit)
Per:
     --------------------------------
     Signature of Subscriber

                                         524 North Avenue
                                         New Rochelle, New York  USA  10901
                                         ----------------------------------
                                         (Subscriber's Address)

Date:
      -------------------------------    ----------------------------------
                                         (Telephone Number)


                                         ----------------------------------
                                         (Email Address)

ACCEPTANCE: The Corporation hereby accepts the above subscription and the
Corporation represents, warrants and covenants to the Subscriber that the
representations and warranties made by the Corporation in this Subscription
Agreement are true and correct in all material respects as of this date and that
the Subscriber will have the benefit of and be entitled to rely on such
representations and warranties.

PINE VALLEY MINING CORPORATION

Per:                                     Date:
     --------------------------------          --------------------------------
         Authorized Signatory





               SEE SUBSCRIPTION INSTRUCTIONS ON THE FOLLOWING PAGE


<PAGE>


                            SUBSCRIPTION INSTRUCTIONS

1. Carefully review and consider the terms and conditions of this Subscription
Agreement, including Schedule A.

2. If you wish to proceed with a subscription for Units of Pine Valley Mining
Corporation, then you must complete all applicable portions of this Subscription
Agreement.

      (a) If you are a resident of British Columbia or are not a resident of
      Canada, and you are subscribing for Units in reliance on the
      representations and warranties set out in subsection 4(d)(vi) of Schedule
      A, then you must complete and deliver to the Corporation a copy of the
      accredited investor questionnaire attached hereto as Schedule B.

      (b) If you are a resident of Ontario, then you must qualify to subscribe
      for Units in accordance with the representations and warranties set out in
      subsection 4(e) of Schedule A and must complete and deliver to the
      Corporation copies of both the accredited investor questionnaire attached
      hereto as Schedule B and the Representation Letter attached hereto as
      Schedule C, including Appendix "A" thereto.

3. Deliver your payment of the subscription price in accordance with the terms
described under "Subscription" on Schedule A.

4. Return a completed copy of this Subscription Agreement, together with any
Schedules that you are required to completed as described in item 2 above to the
Corporation at: PINE VALLEY MINING CORPORATION, SUITE 501 - 535 THURLOW STREET
VANCOUVER, BC V6E 3L2, ATTENTION: PRESIDENT (Phone: 604.682.4678 and Fax:
604.682.4698)

5. Retain copies of all documents for your records.

<PAGE>


TO:       PINE VALLEY MINING CORPORATION

AND TO:   THE DIRECTORS THEREOF

1.    SUBSCRIPTION

The undersigned (the "Subscriber") hereby tenders to Pine Valley Mining
Corporation (the "Corporation"), a British Columbia company, this subscription
offer which, upon acceptance by the Corporation, will constitute an agreement
(the "Subscription Agreement") of the Subscriber to subscribe for, take up,
purchase and pay for and, on the part of the Corporation, to issue and sell to
the Subscriber, the number of Units of the Corporation (the particulars of the
units being described below and referred to herein as the "Units"), set out on
the first page of this Subscription Agreement (the "Subscriber's Units") for the
aggregate subscription price set out on the first page of this Subscription
Agreement (the "Subscription Price") all on the terms and subject to the
conditions set forth in this Subscription Agreement.

Each Unit will consist of one Common share of the Corporation (a "Share") and
one non-transferable Common share purchase warrant (a "Warrant"). Each Warrant
will be exercisable by the holder to purchase one additional Share for a period
of two years at a price of $0.22 per Share in the first year following the
Closing (as defined below) and $0.25 per Share in the second year following the
Closing. The Warrants will include provisions customarily included in warrants
of TSX Venture Exchange listed issuers, including provisions pursuant to which
the exercise price and the number of Shares that can be acquired by the holder
on exercise will be adjusted in the event of any reorganization of the
Corporations capital. Where applicable in this Subscription Agreement,
references to Units will include the Shares issuable upon exercise of the
Warrants.

Concurrent with the delivery of this Subscription Agreement, the Subscriber will
deliver to the Corporation, in Canadian funds, the Subscription Price for the
Subscriber's Units in the form of a wire transfer deposit or bank draft. Wire
transfer instructions are attached as Schedule A to this Subscription Agreement.

The funds representing the Subscription Price will be held in trust by the
Corporation pending the closing of the purchase and sale of the Subscriber's
Units (the "Closing"). In the event this subscription is rejected by the
Corporation or accepted only in part, the applicable amount of the Subscription
Price will be returned to the Subscriber within 10 business days of the Closing,
without interest or deduction, to the Subscriber at the address indicated on the
first page of this Subscription Agreement. The Corporation has the right in its
sole discretion to accept, reject or reduce any subscription for Units.

2.    CLOSING

The Closing will be completed at the offices of the Corporation within 10
business days after the Corporation receives the final letter of acceptance from
the TSX Venture Exchange in connection with this Subscription Agreement. Upon
closing, the Corporation will immediately issue the Subscriber's Units and
promptly cause certificates representing the Subscriber's Units to be delivered
to the Subscriber at the address indicated on the first page of this
Subscription Agreement.

The Subscriber acknowledges that participation in the offering is subject to the
acceptance of this Subscription Agreement by the Corporation, the draft or wire
transfer, as applicable, representing payment of the Subscription Price being
honoured upon presentation for payment, acceptance of the proposed offering by
the TSX Venture Exchange, and certain other considerations.

3.    EXPENSES

Unless otherwise agreed with the Corporation, the Subscriber shall be
responsible for its own expenses incurred in connection with the issue and sale
of the Subscriber's Units.

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<PAGE>

4.    REPRESENTATIONS AND WARRANTIES OF THE SUBSCRIBER

The Subscriber hereby represents and warrants to the Corporation and
acknowledges that the Corporation is relying upon such representations and
warranties, as follows:

(a)   if an individual, then the Subscriber is of the age of majority and has
      the capacity and competence to enter into and be bound by this
      Subscription Agreement and all other agreements contemplated hereby and
      this Subscription Agreement constitutes a legal, valid and binding
      agreement enforceable against the Subscriber;

(b)   if the Subscriber is not an individual, then:

      (i)   if the Subscriber is a corporation, then the Subscriber is a valid
            and subsisting corporation and is in good standing under the laws of
            the jurisdiction of its incorporation;

      (ii)  the Subscriber has the capacity and authority to execute and deliver
            this Subscription Agreement and to observe and perform its
            obligations hereunder;

      (iii) this Subscription Agreement has been duly authorized, executed and
            delivered by the Subscriber and is a legal, valid and binding
            obligation of the Subscriber, enforceable against the Subscriber in
            accordance with its terms; and

      (iv)  the execution and delivery of this Subscription Agreement by the
            Subscriber will not result in the violation of, or constitute a
            default under, or conflict with or cause the acceleration of any
            obligation of the Subscriber under (a) any contract to which the
            Subscriber is a party or by which it is bound; (b) any provision of
            the constating documents of the Subscriber; or (c) any judgment,
            decree, order or award of any court, government body or arbitrator
            having jurisdiction over the Subscriber;

(c)   the Subscriber is resident in the jurisdiction set out on the first page
      of this Subscription Agreement;

(d)   if the Subscriber is a resident of British Columbia or is not a resident
      of Canada, then the Subscriber is:

      (i)   an individual purchasing the Subscriber's Units as principal for its
            own account, and not for the benefit of any other person, in a
            sufficient amount so that the aggregate acquisition cost for such
            Units is not less than $97,000;

      (ii)  a corporation purchasing the Subscriber's Units as principal for its
            own account, and not for the benefit of any other person, in a
            sufficient amount so that the aggregate acquisition cost for such
            Units is not less than $97,000, and the Subscriber was not created,
            formed or established solely, and is not used primarily, to acquire
            securities or to permit purchases of securities without a prospectus
            in reliance on an exemption from the prospectus requirements of
            applicable securities legislation or, if the Subscriber was created
            or is used primarily for such purpose, each shareholder of the
            Subscriber has contributed not less than $97,000 for the purpose of
            investment by the Subscriber in the Subscriber's Units and all of
            such contributions have been invested in Units by the Subscriber;

      (iii) not a corporation or an individual (including, without limitation, a
            syndicate, partnership, trust, association or other form of
            unincorporated organization), the Subscriber is purchasing the
            Subscriber's Units as principal for its own account in a sufficient
            amount so that the aggregate acquisition cost for such Units is not
            less than $97,000, and either:

            (A) each beneficiary of the trust or each member of the syndicate,
            partnership, association or other unincorporated organization which
            is the beneficial purchaser has

                                       2
<PAGE>

            contributed for the Subscriber's Units at least $97,000 for the
            purpose of investment by the Subscriber in such Units and all such
            contributions have been invested; in Units by the Subscriber; or

            (B) such trust, syndicate, partnership, association or other
            unincorporated organization was not created solely or used primarily
            to permit purchases of securities without the benefit of a
            prospectus; or

      (iv)  the Subscriber is not purchasing the Subscriber's Units as principal
            for its own account, the Subscriber is purchasing such Units in a
            sufficient amount so that the aggregate acquisition cost to the
            Subscriber for such Units is not less than $97,000, and the
            Subscriber is either:

            (A) a trust company or an insurer which has received a business
            authorization under the Financial Institutions Act (British
            Columbia) or is a trust company or an insurer authorized under the
            laws of another province or territory of Canada to carry on business
            in such province or territory, purchasing the Units as agent or
            trustee for accounts fully managed by the Subscriber; or

            (B) acting as agent for one or more disclosed principals, each of
            which is purchasing as principal for its own account and not for the
            benefit of any other person, and not with a view to the resale or
            distribution of all or any part of the Subscriber's Units, each of
            which principals complies with the requirements of Subsections
            (d)(i), (ii) or (iii) above; or

            (C) a portfolio manager who manages the investment portfolios of
            clients through discretionary authority granted by one or more
            clients and is registered as a portfolio manager under the
            Securities Act (British Columbia) or the laws of another province or
            territory of Canada (or the Subscriber is not required to be
            registered or is exempt from registration) purchasing the
            Subscriber's Units as agent for accounts fully managed by the
            Subscriber;

      (v)   a director, senior officer or control person of the Corporation, or
            of an affiliate of the Corporation, or a spouse, parent,
            grandparent, brother, sister or child of a director, senior officer
            or control person of the Corporation, or of an affiliate of the
            Corporation; or

      (vi)  the Subscriber is purchasing the Subscriber's Units as purchaser for
            its own account, and not for the benefit of any other person, and
            the Subscriber is an "accredited investor" as defined in
            Multilateral Instrument 45-103 entitled "Capital Raising Exemptions"
            in effect in British Columbia, and the Subscriber has completed the
            accredited investor questionnaire attached hereto as Schedule B;

(e)   if the Subscriber is a resident of Ontario, then the Subscriber is:


      (i)   purchasing the Subscriber's Units as purchaser for its own account,
            and not for the benefit of any other person, and the Subscriber is
            an "accredited investor" as defined in Multilateral Instrument
            45-103 entitled "Capital Raising Exemptions" in effect in British
            Columbia, and the Subscriber has completed, signed and delivered to
            the Corporation a copy of the accredited investor questionnaire
            attached hereto as Schedule B; and

      (ii)  an "accredited investor" as defined in Ontario Securities Commission
            Rule 45-501 promulgated under the Securities Act (Ontario) by virtue
            of satisfying the indicated criterion as set out in the
            Representation Letter attached as Schedule C to this Subscription
            Agreement, and the Subscriber has completed, signed and delivered to
            the Corporation a copy of that Representation Letter, including
            Appendix "A" thereto;

(f)   the Subscriber has not received, nor has it requested, nor does it have
      any need to receive, from the Corporation any offering memorandum with
      respect to the Subscriber's purchase of the Subscriber's Units;

                                       3
<PAGE>

(g)   the Subscriber's Units are not being purchased by the Subscriber as a
      result of any warranties or representations with regard to the present or
      future value of the Subscriber's Units, that any person will resell or
      repurchase the Subscriber's Units, or that any person will refund the
      purchase price for the Subscriber's Units;

(h)   no consent or approval of any person is required in connection with the
      execution and delivery of this Subscription Agreement by the Subscriber;

(i)   the Subscriber realizes that its purchase of the Subscriber's Units,
      involves a high degree of risk and will be a speculative investment, and
      that he, she or it is able, without impairing Subscriber's financial
      condition, to bear the complete loss of the Subscription Price;

(j)   the Subscriber, has such knowledge and experience in financial and
      business affairs as to be capable of evaluating the merits and risks of
      the investment hereunder in the Units and is able to bear the economic
      risk of loss of such investment;

(k)   the Subscriber is purchasing the Subscriber's Units for investment only
      and not with a view to resale or distribution;

(l)   the Subscriber shall notify the Corporation immediately if it anticipates
      that any representation or warranty made by the Subscriber herein will
      cease to be correct or if it becomes aware that any such representation or
      warranty has ceased to be correct; and

(m)   to the extent necessary, the Subscriber has retained, at his, her or its
      own expense, and relied upon, appropriate professional advice regarding
      the investment, tax and legal merits and consequences of this Subscription
      Agreement and ownership of the Units.

5.    RELIANCE UPON REPRESENTATIONS AND WARRANTIES

The Subscriber acknowledges that the foregoing representations and warranties
are made by it with the intent that they may be relied upon by the Corporation
and its legal counsel in determining its eligibility or (if applicable) the
eligibility of others on whose behalf it is contracting hereunder to purchase
Units under relevant securities laws. The Subscriber further agrees that by
accepting the Subscriber's Units, at the Closing, it shall be representing and
warranting that the foregoing representations and warranties are true as at the
Closing and will survive the completion of the sale of the Subscriber's Units.
The Corporation and its legal counsel shall be entitled to rely on the
representations and warranties of the Subscriber contained herein and the
Subscriber shall indemnify and hold harmless the Corporation and its legal
counsel for any losses, claims, costs, expenses, damages or liabilities they may
suffer or incur which are caused by or arise from, directly or indirectly, their
reliance thereon.

6.    REPRESENTATIONS, WARRANTIES OF THE CORPORATION

By accepting this offer, the Corporation hereby represents and warrants to the
Subscriber, and acknowledges that the Subscriber is relying upon such
representations and warranties, as follows:

(a)   the Corporation is a company formed by an amalgamation and validly
      existing under the laws of British Columbia, Canada, and is, with respect
      to the filing of annual reports with the British Columbia Registrar of
      Companies, in good standing;

(b)   the Corporation is a reporting issuer in British Columbia, its Shares are
      listed and posted for trading on the TSX Venture Exchange, and the
      Warrants are not listed and posted for trading on the TSX Venture
      Exchange;

(c)   the Corporation has the corporate capacity and authority to execute and
      deliver this Subscription Agreement and to observe and perform its
      obligations hereunder;

                                       4
<PAGE>

(d)   the Corporation has taken all necessary corporate action to authorize the
      execution, delivery and performance of this Subscription Agreement, and,
      upon acceptance by the Corporation and the TSX Venture Exchange, this
      Subscription Agreement will constitute a legal, valid and binding contract
      of the Subscriber enforceable against the Corporation in accordance with
      its terms;

(e)   the Shares issued as part of the Subscriber's Units, when issued, sold and
      delivered in accordance with the terms of this Subscription Agreement for
      the consideration expressed herein, will be duly and validly issued, fully
      paid and non-assessable, and will be free and clear of all liens, charges,
      claims and encumbrances;

(f)   no order ceasing trading in the securities of the Corporation nor
      prohibiting sale of such securities has been issued to and is in effect
      against the Corporation or its directors, officers or promoters and to the
      best of the Corporation's knowledge no investigations or proceedings for
      such purposes are pending or threatened;

(g)   to the best of the Corporation's knowledge, there is no action, suit,
      proceeding, claim, application, complaint or investigation pending or
      threatened before any court, regulatory body, governmental or
      non-governmental body against the Corporation and the Corporation is not
      subject to any judgment, order, writ, injunction, decree or award of any
      governmental authority to which it is subject; and

(h)   the Corporation has not made an assignment in bankruptcy nor has a
      receiver been appointed in respect of the Corporation's assets, and, to
      the best of the Corporation's knowledge, no proceedings have been
      commenced against the Corporation or are threatened to be commenced, that
      could result in the Corporation making an assignment in bankruptcy or a
      receiver being appointed in respect of the Corporation's assets.

7.    RELIANCE UPON REPRESENTATIONS, AND WARRANTIES

The Corporation acknowledges that the foregoing representations and warranties
are made by it with the intent that they may be relied upon by the Subscriber.
The Corporation further agrees that, at the Closing, it shall be representing
and warranting that the foregoing representations and warranties are true as at
the Closing and will survive the completion of the sale of the Subscriber's
Units. The Subscriber shall be entitled to rely on the representations and
warranties of the Corporation contained herein and the Corporation shall
indemnify and hold harmless the Subscriber and its legal counsel for any losses,
claims, costs, expenses, damages or liabilities they may suffer or incur which
are caused by or arise from, directly or indirectly, their reliance thereon.

8.    ACKNOWLEDGEMENTS AND COVENANTS OF THE SUBSCRIBER

The Subscriber hereby acknowledges and agrees that:

(a)   this subscription is irrevocable, unconditional and non-transferable;

(b)   no prospectus has been filed by the Corporation with any of the securities
      regulatory authorities of the of Canada or the United States in connection
      with the issuance of the Subscriber's Units, no securities commission or
      similar regulatory authority has reviewed or passed on the merits of the
      Units, and there is no government or other insurance covering the Units;

(c)   the Corporation is distributing the Subscriber's Units in reliance on
      exemptions from the prospectus and registration requirements of the
      British Columbia Securities Act and the rules promulgated thereunder,
      together with the prospectus and registration requirements of any other
      applicable securities legislation and, as a result of the Subscriber
      acquiring the Units pursuant to such exemptions:

                                       5
<PAGE>

      (i)   certain protections rights and remedies provided by the British
            Columbia Securities Act, including statutory rights of rescission or
            damages, will not be available to the Subscriber;

      (ii)  the Subscriber may not receive information that might otherwise be
            required to be provided to the Subscriber under applicable
            securities laws; and

      (iii) the Subscriber is relieved from certain obligations that would
            otherwise apply under applicable securities laws;

(d)   the Subscriber will notify the Corporation immediately of any change in
      any representation, warranty or other information relating to the
      Subscriber set forth herein which takes place prior to the Closing;

(e)   there will be restrictions on the Subscriber's ability to resell the Units
      and the Subscriber has been advised to consult its own legal advisers with
      respect to applicable resale restrictions and that it is solely
      responsible for complying with such restrictions (and the Corporation is
      not, in any manner, responsible for ensuring compliance by the Subscriber
      with such restrictions);

(f)   Bull, Housser & Tupper has acted as legal counsel to the Corporation in
      connection with this Subscription Agreement and has not acted for the
      Subscriber, and the Subscriber is, in no way, relying on any advice sought
      from or given by Bull, Housser & Tupper in connection with this
      Subscription Agreement; and

(g)   the Subscriber is responsible for obtaining such legal advice as the
      Subscriber considers appropriate in connection with the execution,
      delivery and performance by the Subscriber of this Subscription Agreement
      and the transactions contemplated hereby.

9.    PROVISIONS RESPECTING U.S. SECURITIES LAWS

The Subscriber further warrants, represents, agrees and acknowledges as follows:

(a)   the Units issuable under this Subscription Agreement have not been and
      will not be registered under the United States Securities Act of 1933, as
      amended (the "1933 Act"), or the applicable securities laws of any state
      of the United States and therefore may not be offered or sold by the
      Subscriber, directly or indirectly, in the United States without
      registration under United States federal and state securities laws except
      pursuant to an applicable exemption from the registration requirements of
      the 1933 Act and applicable state securities laws;

(b)   either:

      (1)   the Subscriber:

            (A)   is not a "U.S. Person," as such term is defined by Rule 902 of
                  Regulation S under the 1933 Act (the definition of which
                  includes, but is not limited to, an individual resident in the
                  United States and an estate or trust of which any executor or
                  administrator or trustee, respectively, is a U.S. Person and
                  any partnership or corporation organized or incorporated under
                  the laws of the United States);

            (B)   was outside the United States at the time of execution and
                  delivery of this Subscription Agreement;

            (C)   acknowledges no offers to sell the Units were made by any
                  person to the Subscriber while the Subscriber was in the
                  United States;

            (D)   acknowledges that the Units are not being acquired, directly
                  or indirectly, for the account or benefit of a U.S. Person or
                  a person in the United States;

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<PAGE>

            (E)   agrees not to engage in hedging transactions with regard to
                  the Units prior to the expiration of the one-year distribution
                  compliance period set forth in Rule 903(b)(3) of Regulation S
                  under the 1933 Act; and

            (F)   acknowledges and agrees with the Issuer that the Issuer shall
                  refuse to register any transfer of the Units not made in
                  accordance with the provisions of Regulation S, pursuant to
                  registration under the 1933 Act, or pursuant to an available
                  exemption from registration under the 1933 Act; or

      (2)   the Subscriber:

            (A)   understands and agrees that the Units are being offered to the
                  Subscriber directly by the Issuer on a private placement basis
                  in the United States pursuant to Rule 506 of Regulation D
                  under the 1933 Act;

            (B)   is an accredited investor as defined in Rule 501 of Regulation
                  D under the 1933 Act and satisfies one or more of the
                  categories indicated below (please place an "X" on the
                  appropriate lines):

            _____ 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, at the
                              date hereof exceeds US$1,000,000;

            _____ 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$300,000 in each of those
                              years and has a reasonable expectation of reaching
                              the same income level in the current year;

            _____ Category 4  A trust that (a) has total assets in excess of
                              US$5,000,000, (b) was not formed for the specific
                              purpose of acquiring the Securities and (c) is
                              directed in its purchases of securities by a
                              person who has such knowledge and experience in
                              financial and business matters that he/she is
                              capable of evaluating the merits and risks of an
                              investment in the Units;

            _____ Category 5  An investment company registered under the
                              Investment Company Act of 1940 or a business
                              development company as defined in Section 2(a)(48)
                              of that Act;

            _____ Category 6  A Small Business Investment Company licensed by
                              the U.S. Small Business Administration under
                              Section 301 (c) or (d) of the Small Business
                              Investment Act of 1958;

            _____ Category 7  A private business development company as defined
                              in Section 202(a)(22) of the Investment Advisors
                              Acts of 1940; or

            _____ Category 8  An entity in which all of the equity owners
                              satisfy the requirements of one or more of the
                              foregoing categories.


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            (C)   is acquiring the Units for the Subscriber's own account as a
                  bona fide investment and not with a view to any resale,
                  distribution or other disposition of the Units.

10.   U.S. AND OTHER LEGENDS

The Subscriber understands and acknowledges that, upon the original issuance
thereof, and until such time as the same is no longer required under securities
laws applicable to the issuance of the Subscriber's Units and the policies of
the TSX Venture Exchange, the certificates representing the Subscriber's Units,
and all certificates issued in exchange therefor or in substitution thereof,
will bear legends in the form as required under such laws and policies. In
particular, and without limiting the foregoing, until such time as the same is
no longer required under applicable requirements of the 1933 Act or applicable
state securities laws, certificates representing the Subscriber's Units, and all
certificates issued in exchange therefor or in substitution thereof, will bear
the following legend:

      "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
      UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
      THESE SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO
      THE COMPANY, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF
      REGULATION S UNDER THE SECURITIES ACT IF APPLICABLE, (C) INSIDE THE UNITED
      STATES (i) PURSUANT TO THE EXEMPTION FROM REGISTRATION UNDER THE
      SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF APPLICABLE AND IN
      ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR (ii) PURSUANT TO
      ANOTHER APPLICABLE EXEMPTION UNDER THE SECURITIES ACT AND ANY APPLICABLE
      STATE SECURITIES LAWS, AS EVIDENCED BY AN OPINION OF COUNSEL OF RECOGNIZED
      STANDING IN FORM ACCEPTABLE TO THE COMPANY."

11.   FURTHER ASSURANCES

The Subscriber covenants and agrees to execute and deliver such further
documents and to provide such further assurances as may reasonably be required
by the Corporation to give effect to this Subscription Agreement including,
without limiting the generality of the foregoing, all documents, assurances
undertakings and other information as may be required from time to time under
applicable securities laws and all regulatory or governmental bodies or stock
exchanges having jurisdiction over the Corporation's affairs.

12.   NOTICES

Unless otherwise provided, any notice required or permitted under this
Subscription Agreement shall be given in writing and shall be deemed effectively
given upon personal delivery to the party to be notified or upon deposit with
the postal service, postage prepaid and addressed to the party to be notified at
the address indicated for such party on the first page of this Subscription
Agreement or at such other address as such party may designate by ten day's
written notice to the other party given in the foregoing manner.

13.   AMENDMENT

This Subscription Agreement may not be modified, changed, discharged or
terminated except by an instrument in writing signed by the party against whom
any waiver, change, discharge or termination is sought.

14.   ENTIRE AGREEMENT

This Subscription Agreement constitutes the full and entire understanding and
agreement between the parties with respect to the subject matter hereof and
supersedes all prior agreements with respect to the subject matter hereof.

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<PAGE>

15.   TIME OF THE ESSENCE

Time will be of the essence of each provision of this Subscription Agreement. In
the event the acceptance referred to in Section 2 has not been received from the
TSX Venture Exchange within 60 days from the date hereof, notwithstanding the
other provisions of this Subscription Agreement, this Subscription Agreement
will be deemed to have terminated and will be of no further force and effect,
and, if then delivered, the total Subscription Price for the Subscriber's Units
will be returned to the Subscriber at the address indicated on the first page of
the Subscription Agreement within 10 business days of such termination, without
interest or deduction.

16.   GOVERNING LAW

This Subscription Agreement and the rights and obligations of the parties
hereunder will be governed by and construed according to the laws of the
Province of British Columbia and the laws of Canada applicable therein.

17.   ASSIGNMENT

Neither party will be permitted to assign this Subscription Agreement, nor any
part of this Subscription Agreement, without the prior written consent of the
other party. Any purported assignment without such consent is not binding or
enforceable against any party.

18.   ENUREMENT

This Subscription Agreement enures to the benefit of and binds the parties and
their respective heirs, executors, administrators, successors and permitted
assigns.

19.   COUNTERPARTS

This Subscription Agreement may be executed and delivered in counterparts with
the same effect as if both parties had signed and delivered the same document
and all counterparts will be construed together to constitute one and the same
original agreement.

20.   CURRENCY

Except as otherwise specifically provided, all references in this Subscription
Agreement to amounts of money are expressed in Canadian dollars.

21.   DELIVERY BY FAX

Any party may deliver an executed copy of this Subscription Agreement by fax but
that party will immediately dispatch by delivery in person to the other parties
an originally executed copy of this Subscription Agreement.

22.   SEVERABILITY

If one or more provisions of this Subscription Agreement are held to be
unenforceable in whole or in part under applicable law, such provision shall be
deemed not to affect or impair the validity of any other provision of this
Subscription Agreement and such void or unenforceable provision shall be
severable from this Subscription Agreement.


                                       9
<PAGE>

                                   SCHEDULE A

                           WIRE TRANSFER INSTRUCTIONS

The Subscriber may pay the Subscription Price by a wire transfer to the
Corporation as follows:

Beneficiary Bank:          Bank of Montreal
                           595 Burrard Street
                           Vancouver, B.C. V7X 1L7
                           Canada

Beneficiary:               Pine Valley Mining Corporation
                           535 Thurlow Street, Suite 501
                           Vancouver, B.C. V6E 3L2
                           Canada

Transit of Institution:    00040

US Bank Account:           4632-139

Canadian Bank Account:     1805-243

Swift BIC Code:            BOFMCAM2


Route Through US Correspondent Bank:

                           Harris Bank
                           New York, N. Y.
                           ABA # 026007760

<PAGE>
                                   SCHEDULE B

              CERTIFICATE OF ACCREDITED INVESTOR (BRITISH COLUMBIA)

In connection with the purchase of Units of Pine Valley Mining Corporation (the
"Corporation"), the undersigned Subscriber hereby represents, warrants and
certifies to the Corporation that the Subscriber is an accredited investor
within the meaning of Multilateral Instrument 45-103 - Capital Raising
Exemptions in effect in British Columbia in the category indicated below:

         [Mark appropriate box]

[  ]   (a)  a Canadian financial institution, or an authorized foreign bank
            listed in Schedule III of the Bank Act (Canada);

[  ]   (b)  the Business Development Bank of Canada incorporated under the
            Business Development Bank of Canada Act (Canada);

[  ]   (c)  an association under the Cooperative Credit Associations Act
            (Canada) located in Canada;

[  ]   (d)  a subsidiary of any person or company referred to in paragraphs (a)
            to (c), if the person or company owns all of the voting securities
            of the subsidiary, except the voting securities required by law to
            be owned by directors of that subsidiary;

[  ]   (e)  a person or company registered under the securities legislation, or
            under the securities legislation of another jurisdiction of Canada,
            as an adviser or dealer, other than a limited market dealer
            registered under the Securities Act (Ontario);

[  ]   (f)  an individual registered or formerly registered under the securities
            legislation, or under the securities legislation of another
            jurisdiction of Canada, as a representative of a person or company
            referred to in paragraph (e);

[  ]   (g)  the government or Canada or a province, or any crown corporation or
            agency of the government of Canada or a province;

[  ]   (h)  a municipality, public board or commission in Canada;

[  ]   (i)  any national, federal, state, provincial, territorial or municipal
            government of or in any foreign jurisdiction, or any instrumentality
            or agency of that government;

[  ]   (j)  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;

[  ]   (k)  a registered charity under the Income Tax Act (Canada);

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

[  ]   (m)  an individual whose net income before taxes exceeded $200,000 in
            each of the two most recent years or whose net income before taxes
            combined with that of a spouse exceeded $300,000 in each of the two
            most recent years and who, in either case, reasonably expects to
            exceed that net income level in the current year;

--------
1 Financial assets means cash and securities.



<PAGE>

[  ]   (n)  a corporation, limited partnership, limited liability partnership,
            trust or estate, other than a mutual fund or non-redeemable
            investment fund, that had net assets of at least $5,000,000 as shown
            on its most recently prepared financial statements;

[  ]   (o)  a mutual fund or non-redeemable investment fund that, in the local
            jurisdiction, distributes its securities only to persons or
            companies that are accredited investors;

[  ]   (p)  a mutual fund or non-redeemable investment fund that, in the local
            jurisdiction, distributes its securities under a prospectus for
            which the regulator has issued a receipt;

[  ]   (q)  an entity organized in a foreign jurisdiction that is analogous to
            any of the entities referred to in paragraphs (a) through (e) and
            paragraph (j) in form and function; or

[  ]   (r)  a person or company in respect of which all of the owners of
            interests, direct or indirect, legal or beneficial, are persons or
            companies that are accredited investors.


       The Subscriber acknowledges that the Corporation is relying on this
Certificate to determine its suitability as a purchaser of Units of the
Corporation. The Subscriber agrees that the representations and warranties
contained herein will survive any issuance of the Units.

       Certified this _____________ day of _______________________, 2003.


                                       Subscriber:
                                                   -----------------------------

                                       Signature:
                                                   -----------------------------

                                       Name and Title of Signatory
                                       (if applicable)

                                       -----------------------------------------

                                       -----------------------------------------


                                       2

<PAGE>
                                  SCHEDULE C
              ONTARIO RESIDENTS PURCHASING AS ACCREDITED INVESTORS
                              REPRESENTATION LETTER

TO: PINE VALLEY MINING CORPORATION (the "Corporation")

In connection with the purchase by the undersigned subscriber (the "Subscriber")
of that number of units ("Units") of the Corporation as set out in the attached
Subscription Agreement, the Subscriber hereby represents, warrants, covenants
and certifies to the Corporation that:

1. The Subscriber is resident in Ontario or is subject to the laws of the
Province of Ontario;

2. The Subscriber is purchasing the Units as principal for its own account;

3. The Subscriber is an "accredited investor" within the meaning of Ontario
Securities Commission Rule 45-501 promulgated under the Securities Act (Ontario)
by virtue of satisfying the indicated criterion as set out in Appendix "A" to
this Representation Letter;

4. The above representations, warranties and covenants will be true and correct
both as of the execution of this Representation Letter and as of the closing of
the subject Unit offering (the "Closing") and will survive the completion of the
issuance of certificates representing the securities comprising the Units; and

5. The foregoing representations, warranties and covenants are made by the
undersigned with the intent that they be relied upon in determining its
suitability as a purchaser of Units and the undersigned agrees to indemnify the
Corporation and its directors and officers against all losses, claims, costs,
expenses and damages or liabilities which any of them may suffer or incur caused
or arising from reliance thereon. The undersigned undertakes to immediately
notify the Corporation at PINE VALLEY MINING CORPORATION, SUITE 501 THURLOW
STREET, VANCOUVER, BC V6E 3L2, ATTENTION: PRESIDENT, of any change in any
statement or other information relating to the Subscriber set forth herein which
takes place prior to the Closing.

Dated: December _____, 2003




---------------------------------
Print name of Subscriber

By:
    -----------------------------
         Signature

---------------------------------
Title

 IMPORTANT: PLEASE INITIAL APPENDIX "A" IN ACCORDANCE WITH THE INSTRUCTIONS SET
                            FORTH ON THE NEXT PAGE.



<PAGE>
                                  APPENDIX "A"

                                  TO SCHEDULE C

 NOTE: THE SUBSCRIBER MUST INITIAL BELOW BESIDE THE PORTION OF THE DEFINITION OF
                    "ACCREDITED INVESTOR" APPLICABLE TO IT.

ACCREDITED INVESTOR - (defined in Ontario Securities Commission Rule 45-501)
means:

__________ (a) 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);

__________ (b) the Business Development Bank incorporated under the Business
Development Bank Act (Canada);

__________ (c) a loan corporation or trust corporation registered under the Loan
and Trust Corporations Act (Ontario) or under the Trust and Loan Companies Act
(Canada), or under comparable legislation in any other jurisdiction;

__________ (d) a co-operative credit society, credit union central, federation
of caisses populaires, credit union or league, or regional caisse populaire, or
an association under the Cooperative Credit Associations Act (Canada), in each
case, located in Canada;

__________ (e) a company licensed to do business as an insurance company in any
jurisdiction;

__________ (f) a subsidiary of any company referred to in paragraph (a), (b),
(c), (d) or (e), where the company owns all of the voting shares of the
subsidiary;

__________ (g) a person or company registered under the Securities Act (Ontario)
or securities legislation in another jurisdiction as an adviser or dealer, other
than a limited market dealer;

__________ (h) the government of Canada or of any jurisdiction, or any crown
corporation, instrumentality or agency of a Canadian federal, provincial or
territorial government;

__________ (i) any Canadian municipality or any Canadian provincial or
territorial capital city;

__________ (j) any national, federal, state, provincial, territorial or
municipal government of or in any foreign jurisdiction, or any instrumentality
or agency thereof;

__________ (k) a pension fund that is regulated by either the Office of the
Superintendent of Financial Institutions (Canada) or a provincial pension
commission or similar regulatory authority;

__________ (l) a registered charity under the Income Tax Act (Canada);

__________ (m) an INDIVIDUAL who beneficially owns, or who together with a
spouse beneficially own, FINANCIAL ASSETS having an aggregate realizable value
that, before taxes but net of any RELATED LIABILITIES, exceeds $1,000,000;

__________ (n) an INDIVIDUAL whose net income before taxes exceeded $200,000 in
each of the two most recent years or whose net income before taxes combined with
that of a SPOUSE exceeded $300,000 in each of those years and who, in either
case, has a reasonable expectation of exceeding the same net income level in the
current year;

__________ (o) an INDIVIDUAL who has been granted registration under the
Securities Act (Ontario) or securities legislation in another jurisdiction as a
representative of a person or company referred to in paragraph (g), whether or
not the individual's registration is still in effect;

__________ (p) a PROMOTER of the issuer or an affiliated ENTITY of a PROMOTER of
the issuer;

<PAGE>
                                       2

__________ (q) a spouse, parent, grandparent or child of an OFFICER, DIRECTOR or
PROMOTER of the issuer;

__________ (r) a PERSON or COMPANY that, in relation to the issuer, is an
affiliated entity or a person or company referred to in clause (c) of the
definition of distribution in subsection 1(1) of the Securities Act (Ontario)
("CONTROL PERSON");

__________ (s) an issuer that is acquiring securities of its own issue;

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

__________ (u) a person or company that is recognized by the Ontario Securities
Commission as an accredited investor;

__________ (v) a MUTUAL FUND or NON-REDEEMABLE INVESTMENT FUND that, in Ontario,
distributes its securities only to persons or companies that are accredited
investors;

__________ (w) a MUTUAL FUND or NON-REDEEMABLE INVESTMENT FUND that, in Ontario,
distributes its securities under a prospectus for which a receipt has been
granted by the Director (as defined in the Securities Act (Ontario));

__________ (x) a MANAGED ACCOUNT if it is acquiring a security that is not a
security of a MUTUAL FUND or NON-REDEEMABLE INVESTMENT FUND;

__________ (y) an account that is fully managed by a trust corporation
registered under the Loan and Trust Corporations Act (Ontario);

__________ (z) an entity organized outside of Canada that is analogous to any of
the entities referred to in paragraphs (a) through (g) and paragraph (k) in form
and function; and

__________ (aa) a PERSON or COMPANY in respect of which all of the owners of
interests, direct or indirect, legal or beneficial, are persons or companies
that are accredited investors.

FOR THE PURPOSES OF THIS APPENDIX:

(a) "company" means any corporation, incorporated association, incorporated
syndicate or other incorporated organization;

(b) "control person" means any person, company or combination of persons or
companies holding a sufficient number of any securities of the issuer to affect
materially the control of the issuer but any holding of any persons, company or
combination of persons or companies holding more than 20% of the outstanding
voting securities of the issuer, in the absence of evidence to the contrary,
shall be deemed to affect materially the control of the issuer;

(c) "director" where used in relation to a person, includes a person acting in a
capacity similar to that of a director of a company;

(d) "entity" means a company, syndicate, partnership, trust or unincorporated or
organization;

(e) "financial assets" means cash, securities, or any contract of insurance or
deposit or evidence thereof that is not a security for the purposes of the
Securities Act (Ontario);

(f) "individual" means a natural person, but does not include a partnership,
unincorporated association, unincorporated syndicate, unincorporated
organization, trust or a natural person in his or her capacity as trustee,
executor, administrator or other legal personal representative;

<PAGE>
                                       3


(g) "managed account" means an investment portfolio account of a client
established in writing with a portfolio adviser who makes investment decisions
for the account and has full discretion to trade in securities of the account
without requiring the client's express consent to a transaction;

(h) "mutual fund" includes an issuer of securities that entitle the holder to
receive on demand, or within a specified period after demand, an amount computed
by reference to the value of a proportionate interest in the whole or in a part
of the net assets, including a separate fund or trust account, of the issuer of
the securities;

      (i) "non-redeemable investment fund" means an issuer:

      (i) whose primary purpose is to invest money provided by its
      securityholders;

      (ii) that does not invest for the purpose of exercising effective control,
      seeking to exercise effective control, or being actively involved in the
      management of the issuers in which it invests, other than other mutual
      funds or non-redeemable investment funds; and

      (iii) that is not a mutual fund;

(j) "officer" means the chair, any vice-chair of the board of directors, the
president, any vice president, the secretary, the assistant secretary, the
treasurer, the assistant treasurer, and the general manager of a company, and
any other person designated an officer of a company by-law or similar authority,
or any individual acting in a similar capacity on behalf of the issuer;

(k) "person" means an individual, partnership, unincorporated association,
unincorporated syndicate, unincorporated organization, trust, trustee, executor,
administrator, or other legal representative;

(l) "portfolio adviser" means

      (i) a portfolio manager; or

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

(m) "promoter" means (a) a person or company who, acting alone or in conjunction
with one or more other persons, companies or a combination thereof, directly or
indirectly, has taken the initiative in founding, organizing or substantially
reorganizing the business of the issuer, or (b) a person or company who, in
connection with the founding, organizing or substantial reorganizing of the
business of the issuer, directly or indirectly, received in consideration of
services or property, or both services and property, 10% or more of any class of
securities of the issuer or 10% or more of the proceeds from the sale of any
class of securities of a particular issue, but a person or company who receives
such securities or proceeds either solely as underwriting commissions or solely
in consideration of property shall not be deemed a promoter within the meaning
of this definition if such person or company does not otherwise take part in
founding, organizing or substantially reorganizing the business;

(n) "related liabilities" means liabilities incurred or assumed for the purpose
of financing the acquisition or ownership of financial assets and liabilities
that are secured by financial assets;

(o) "spouse" in relation to an individual, means another individual to whom that
individual is married, or another individual of the opposite sex or the same sex
with whom that individual is living in a conjugal relationship outside marriage;

<PAGE>
                                       4


AFFILIATED ENTITIES, CONTROL AND SUBSIDIARIES

1. A person or company is considered to be an affiliated entity of another
person or company if one is a subsidiary entity of the other, or if both are
subsidiary entities of the same person or company, or if each of them is
controlled by the same person or company.

2. A person or company is considered to be controlled by a person or company if

(a) in the case of a person or company,

      (i) voting securities of the first mentioned person or company carrying
      more than 50% of the votes for the election of directors are held,
      otherwise than by way of security only, by or for the benefit of, the
      other person or company, and

      (ii) the votes carried by the securities are entitled, if exercised, to
      elect a majority of the directors of the first-mentioned person or
      company;

(b) in the case of a partnership that does not have directors, other than a
limited partnership, the second-mentioned person or company holds more than 50%
of the interests in the partnership; or

(c) in the case of a limited partnership, the general partner is the
second-mentioned person or company.

3. A person or company is considered to be a subsidiary entity of another person
or company if

(a) it is controlled by,

      (i) that other, or

      (ii) that other and one or more persons or companies each of which is
      controlled by that other, or

      (iii) two or more persons or companies, each of which is controlled by
      that other, or

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


NOTE: ALL MONETARY REFERENCES ARE IN CANADIAN DOLLARS.
<PAGE>

                          SCHEDULE TO EXHIBIT NUMBER -


The Company has also entered into additional documents which are substantially
identical in all material respects to the document filed as an exhibit and which
have been omitted from the exhibits. The following is a summary of the documents
omitted and the material details in which such documents differ from the
document filed:

1.       Subscription Agreement dated December 30, 2003 between the Company and
         R. Templeton Smith Foundation where by R. Templeton Smith Foundation
         participated in a private placement to purchase 2,330,000 units in the
         capital of the Company;

2.       Subscription Agreement dated December 30, 2003 between the Company and
         Mark Smith where by Mr. Smith participated in a private placement to
         purchase 935,000 units in the capital of the Company;

3.       Subscription Agreement dated December 29, 2003 between the Company and
         Clay Gillespie Financial Management Ltd. where by Clay Gillespie
         Financial Management Ltd. participated in a private placement to
         purchase 50,000 units in the capital of the Company;

4.       Subscription Agreement dated December 29, 2003 between the Company and
         Mark Fields where by Mr. Fields participated in a private placement to
         purchase 50,000 units in the capital of the Company;

5.       Subscription Agreement dated December 29, 2003 between the Company and
         Lei Wang where by Ms. Wang participated in a private placement to
         purchase 10,000 units in the capital of the Company;

6.       Subscription Agreement dated December 30, 2003 between the Company and
         Jeanette Christine Mackenize where by Ms. Mackenzie participated in a
         private placement to purchase 50,000 units in the capital of the
         Company;

7.       Subscription Agreement dated December 22, 2003 between the Company and
         Lorenzo Marchionda where by Mr. Marchionda participated in a private
         placement to purchase 100,000 units in the capital of the Company;

8.       Subscription Agreement dated December 29, 2003 between the Company and
         Bill Ayukawa where by Mr. Ayukawa participated in a private placement
         to purchase 50,000 units in the capital of the Company; and

9.       Subscription Agreement dated December 29, 2003 between the Company and
         Kevin Ayukawa where by Mr. Ayukawa participated in a private placement
         to purchase 25,000 units in the capital of the Company.