Argentex Mining Corporation - Exhibit 4.13 - Filed by newsfilecorp.com






ARGENTEX MINING CORPORATION 

OFFER TO PURCHASE 

UNITS AND CONVERTIBLE DEBENTURE 

 

 

 

 

INSTRUCTIONS TO PURCHASER 

1.          
Complete and sign pages 2, 3 and 4 of the Subscription Offer. 

2.          
If you are not an individual (that is, the Subscriber is a corporation,
partnership, trust or entity other than an individual) or you are a portfolio
manager, and (i) you now hold or will hold upon completion of the Offering (as
defined herein) more than five percent (5%) of the issued and outstanding common
shares of the Company; or (ii) you are, or will upon completion of the Offering
be, an Insider (as defined herein), then complete and sign the “Corporate Placee
Registration Form” (Form 4C) which is attached as Schedule “A” to the
Subscription Offer. If you have previously submitted this form to the TSX
Venture Exchange and there have been no changes to its content then please check
the box to that effect on page 4. 




THE SECURITIES SUBSCRIBED FOR HEREIN WILL BE SUBJECT TO A
HOLD PERIOD UNDER THE APPLICABLE SECURITIES LAWS OF THE SELLING JURISDICTIONS IN
CANADA OF FOUR MONTHS AND ONE DAY FROM THE CLOSING DATE (AS DEFINED IN THIS
SUBSCRIPTION OFFER) AND THE CERTIFICATES EVIDENCING THE SECURITIES WILL BEAR A
LEGEND TO THAT EFFECT, AS APPLICABLE. CONSEQUENTLY, THE SECURITIES MAY ONLY BE
RESOLD DURING SUCH PERIOD IN ACCORDANCE WITH APPROPRIATE STATUTORY EXEMPTIONS
FROM THE PROSPECTUS REQUIREMENTS OF THE APPLICABLE SECURITIES LAWS OF THE
SELLING JURISDICTIONS IN CANADA OR IF APPROPRIATE CONSENTS OR DISCRETIONARY
ORDERS HAVE BEEN OBTAINED. 

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

SUBSCRIPTION FOR UNITS AND CONVERTIBLE DEBENTURE 

	TO: 	ARGENTEX MINING CORPORATION (the
      “Company”) 


                                        The
undersigned (the “Subscriber”) hereby irrevocably subscribes for and
offers to purchase (i) a convertible debenture (the “Convertible
Debenture”) in the face amount of U.S.$2,300,000 in the form attached to
this Subscription Offer as Schedule “C” and (ii) 242,824 units (the
“Units”) of the Company at a price of $0.2882 per Unit on the terms and
conditions set out herein (the “Offering”). Each Unit shall consist of
one (1) common share in the capital of the Company (each a “Unit Share”
and, collectively, the “Unit Shares”) and one-half (1⁄2) of one common
share purchase warrant (each whole warrant, a “Warrant” and,
collectively, the “Warrants”). Each whole Warrant shall entitle the
holder to purchase one Share (a “Warrant Share”) at a price of C$0.40 per
Warrant Share for a period of five years following the Closing Date (as defined
below). The Convertible Debenture shall be convertible into Units. 

                                             Upon
conversion, Units will be immediately severable into their constituent Shares
and Warrants upon issuance. Unit Shares issued upon conversion of the
Convertible Debenture shall hereinafter be referred to as “Conversion
Shares”, while Warrants issued upon conversion of the Convertible Debenture
shall hereinafter be referred to as “Conversion Warrants”. The
Convertible Debenture, the Unit Shares and Warrants comprising the Units, the
Conversion Shares, the Conversion Warrants and the Warrant Shares may
hereinafter be collectively referred to as the “Securities.” 

                                             The
offer to purchase made in this Subscription Offer is firm, unconditional and
irrevocable for a period of 5 (five) Business Days and shall be deemed accepted
by the Company if the Company delivers to the Subscriber, within five (5)
Business Days from the receipt of this Subscription Offer, an acceptance letter.
If after the term of validity, the Company does not deliver the acceptance
letter, this Subscription Offer shall be deemed rejected. 

                                             If
this Subscription Offer is accepted in accordance with the provisions mentioned
above, the rights and obligations between the Subscriber and the Company will be
regulated in accordance with the terms and conditions hereto, which shall be
valid and binding on both of them.

                                             Dated
this 2nd day of July, 2013. 

                                             Yours
sincerely,




- 2 - 


	Unit Subscriber Information and
      Signature 	 	Units to be Purchased    
	 	 	  
	Austral Gold Argentina S.A. 	 	Number of Units: 242,824 x
      $0.2882 = C$69,982 (which will be converted into 
	 	 	359,163 pesos and paid in pesos in
      Argentina)(the “Unit Subscription Price”) 
	/s/Pablo Vergara Del Carril 	 	  
	(Signature of Authorized Signatory) 	 	Convertible Debenture in the
      amount of C$2,417,760.52/US$2,300,000 (converted into U.S. $ at the
      Bank of Canada noon rate on June 28, 2013 and paid for with 12,408,500
      Argentine pesos converted from the US$ amount at the seller’s reference
      exchange rate (tipo de cambio vendedor) as quoted by the Banco de
      la Nación Argentina at the close of business on the immediately preceding
      banking day in the Republic of Argentina (the “Debenture
      Subscription Price”) 
	 	 	  
	 	 	  
	/s/Nicolas Bendersky 	 	The total subscription price (the
      “Subscription Price”) is the product of the Unit Subscription Price
      and the Debenture Subscription Price. 
	(Signature of Authorized Signatory) 	 	  
	 	 	The Convertible Debenture is
      convertible into up to 8,389,176 Units at the Conversion Price 
	 	 	  
	/s/Pablo Vergara Del Carril and /s/Nicolas Bendersky 	 	  
	(Name and Title of Authorized Signatories) 	 	  
	 	 	  
	 	 	Register the Convertible
      Debenture, Shares and Warrants as set forth
      below: 
	(Tax Identification Number of the Subscriber) 	 	  
	 	 	Name to Appear on Convertible
      Debenture, Share and Warrant Certificates: 
	537 Florida Street, 18th Floor, Cuidad
      Autónoma de Buenos Aires, Argentina 	 	Austral Gold Argentina S.A.,    
	(Subscriber’s Address, including city and Postal
      Code) 	 	  
	 	 	N/A 
	 	 	(Account Reference, if applicable)  
	 	 	  
	+54 11
      5166-7000                                   	p.vergara@zbv.com.ar	 	  
	(Telephone Number) 	(Email Address)	 	537 Florida Street, 18th Floor,
      Cuidad Autónoma de Buenos Aires, Argentina 
	 	 	(Address, including Postal Code)  
	 	 	Deliver the Convertible
      Debenture as set forth below: 
	 	 	  
	 	 	Pablo Vergara Del Carril 
	 	 	(Attention - Name) 
	 	 	  
	 	 	  
	 	 	(Account Reference, if applicable)  
	 	 	  
	 	 	537 Florida Street, 18th Floor,
      Cuidad Autónoma de Buenos Aires, Argentina 
	 	 	(Address, including Postal Code)  
	 	 	  
	 	 	+54 11 5166-7000 
	 	 	(Telephone Number) 
	
       

       
	 	 
	 	 	 
	 	 	 








-3 - 






- 4 - 

Note: The Subscriber must either be:

	(a) 	
      purchasing the Securities offered hereunder as principal
      or

	 	 	 
	(b) 	
      deemed to be purchasing such Securities as principal, by
      virtue of being:

	 	 	 
		(i) 	
      a trust company or trust corporation described in
      paragraph (16) of the definition of “accredited investor” in Schedule “A”
      (other than a trust company or trust corporation registered under the laws
      of Prince Edward Island that is not registered or authorized under the
      Trust and Loan Companies Act (Canada) or under comparable legislation in
      another jurisdiction of Canada) (and, if a U.S. Person, a trust as
      described in Schedule “B”); or

	 	 	 
		(ii) 	
      a person described in paragraph (17) of the definition of
      “accredited investor” in Schedule “A”.



Present Ownership of Securities 

The Subscriber beneficially owns 515,500 Shares and -0-
convertible securities that would entitle the Subscriber to acquire additional
Shares. 

Insider Status

The Subscriber either [check appropriate box]:


	[   ]	is an “Insider” of the Company as
      defined in the Policies of the TSX Venture Exchange (the
      “Exchange”); or 
	 	  
	[   ]	is not an Insider of the Company.
    


“Insider” means: 

	 	(a) 	
      a director or senior officer of the Company;

	 	 	 
	 	(b) 	
      a director or senior officer of a company that is an
      Insider or subsidiary of the Company;

	 	 	 
	 	(c) 	
      a person that beneficially owns or controls, directly or
      indirectly, Shares carrying more than 10% of the voting rights attached to
      all outstanding Shares; or

	 	 	 
	 	(d) 	
      the Company itself if it holds any of its own
      securities.



Corporate Placee Form 

If you are not an individual (that is, the Subscriber is a
corporation, partnership, trust or entity other than an individual) or you are a
portfolio manager, and (i) you now hold or will hold upon completion of the
Offering more than five percent (5%) of the issued and outstanding Shares; or
(ii) you are, or will upon completion of the Offering be, an Insider, then
complete and sign the “Corporate Placee Registration Form” (Form 4C) which is
attached as Schedule “A” to the Subscription Offer. If you have previously
submitted this form to the TSX Venture Exchange and there have been no changes
to its content then please check the applicable box to that effect below
[check appropriate box]:

	[   ]	
      has a current Corporate Placee Registration Form on file
      with the Exchange; or 

	 	     
	[   ]	
      has completed and returned with this Subscription Offer a
      duly executed Corporate Placee Registration Form (Schedule “A” to this
      Subscription Offer). 







1.          
Defined Terms. 

In addition to the terms defined throughout this Subscription
Offer, the following capitalized terms used in this Subscription Offer have the
following meanings: 

“1933 Act” means the United States Securities Act of
1933, as amended; 

“1934 Act” means the United States Securities Exchange
Act of 1934, as amended; 

“Affiliate” means:

	 	(ii) 	
      In the case of the Subscriber, Eduardo Sergio Elsztain
      and any corporation which is directly or indirectly controlled by Eduardo
      Sergio Elsztain;

	 	 	 	 
	 	(ii) 	
      any corporation which is directly or indirectly
      Controlled by a party to this Subscription Offer, and

	 	 	 	 
	 	(ii) 	
      if a party is a corporation, “Affiliate” also
    means:

	 	 	 	 
	 		A. 	
      any Person which Controls that party, and

	 	 	 	 
	 		B. 	
      any Person which is directly or indirectly Controlled by
      a Person which Controls that party;



“Argentina”, means the Republic of Argentina, where the
Company owns its main asset. 

“Argentine Payment” has the meaning attributed to in
Section 2(a)(v) of this Subscription Offer, below;

“Austral Gold” means Austral Gold Limited ACN 075 860
472, an Australian corporation that owns 99.77% of the issued and outstanding
equity of the Subscriber; 

“beneficial ownership” has the meaning attributed to it
by Rule 13d-3 adopted by the SEC under the 1934 Act; 

“BC Act” means the Securities Act (British
Columbia);

“Business Day” means any day, other than a Saturday or
Sunday, or bank holiday in Vancouver (Canada) and in New South Wales, Australia,
and the Jewish holidays of Pesach 1st day, Pesach 2nd day, Pesach 7th day,
Pesach 8th day, Shavuot, Shavuot (yizcor), Rosh Hashanah, Yom Kippur, Sucot,
Shemini Atzeret and Simjat Torá, all as shown on an annual calendar to be
provided by the Subscriber to the Company on or before the beginning of each
calendar year during which the Convertible Debenture is outstanding; 

“Closing” means the completion on the Closing Date of
the purchase and sale of the Convertible Debenture as contemplated by this
Subscription Offer; 

“Closing Date” means July 2, 2013, or such other date as
may be agreed to by the Subscriber and the Company; 

“Closing Time” means 9:00 a.m. (Vancouver time) or such
other time as the Subscriber and the Company may agree, on the Closing Date;


“Commissions” has the meaning ascribed thereto in
Section 15 of this Subscription Offer;

“Consolidated Subsidiary” has the meaning ascribed
thereto in Section 8(k) of this Subscription Offer; 

“Control” means: 





	 	(ii) 	
      the right to exercise a sufficient number of votes which
      may be cast at a general meeting of the shareholders of the Company as to
      affect materially the control of the Company, or

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



and the words “Controlled”,
“Controlling” and similar words have corresponding meanings, all as contemplated
by the Securities Act (British Columbia); 

“Company” has the meaning ascribed thereto on page 1 of
this Subscription Offer; 

“Conversion Shares” means Unit Shares issued or to be
issued by the Company upon any conversion or partial conversion of the
Convertible Debenture in accordance with its terms; 

“Conversion Warrants” means Warrants issued or to be
issued by the Company upon any conversion or partial conversion of the
Convertible Debenture in accordance with its terms; 

“Convertible Debenture” has the meaning attributed
thereto on page 1 of this Subscription Offer;

“Environmental Laws” has
  the meaning ascribed thereto in Section 8(j) of this Subscription Offer;

“Exchange” has the meaning ascribed thereto on page 4 of this Subscription
  Offer;

“International Jurisdiction” has the meaning ascribed thereto in
  Section 6(g)(i) of this Subscription Offer; 

“Investment Agreement” means that certain Investment
Agreement between the Company and Austral Gold Limited dated of even date with
this Agreement; 

“Lender” means SCRN Properties Ltd., a British Columbia
corporation, acting through its Argentine branch SCRN Properties LTDA, Sucursal
Argentina, which was duly registered on January 17, 2005, before the Public
Registry of Commerce of the City of Buenos Aires, under number 79, Book 57,
Volume B, of Foreign By-Laws; 

“Material Adverse Effect” has the meaning ascribed
thereto in Section 8(k) of this Subscription Offer;

“NI 45-106” means
  National Instrument 45-106 – Prospectus and Registration Exemptions; 

“Offering” has the meaning ascribed thereto on page 1 of this
  Subscription Offer;

“OTCQB” means the over the counter market operated by
  the OTC Markets Inc.;

“PCMLTFA” has the meaning ascribed thereto in
  Section 5 of this Subscription Offer; 

“Public Record” means the registration statements,
prospectuses, annual reports, quarterly reports, proxy statements, current
reports, press releases and any other documents or reports filed by the Company
on SEDAR or with the SEC on EDGAR during the 24 months preceding the date
hereof; 

“Regulation D” means Regulation D adopted by the SEC
under the 1933 Act; 

“Regulation S” means Regulation S adopted by the SEC
under the 1933 Act; 

“SCRN Financial Statements” means the unaudited
financial statements for the Argentine branch of SCRN Properties Ltd, the
wholly-owned subsidiary of the Company, for the period ended December 31, 2012,
prepared by management, a copy of which has previously been provided by the
Company to the Subscriber; 




“SEC” means the United States Securities and Exchange
Commission; 

“Second Anniversary” means 5:00 o’clock p.m. Vancouver
time on the second anniversary of the Closing Date;

“Securities” has the meaning ascribed thereto on page 1
of this Subscription Offer; 

“Securities Laws” means the securities laws,
regulations, rules, rulings and orders and the blanket rulings and policies and
written interpretations of, and multilateral or national instruments adopted by,
the Securities Regulators and the policies and rules of any applicable stock
exchange or quotation or stock reporting system, including the Exchange and the
OTCQB; 

“Securities Regulators” means the securities commissions
or other securities regulatory authorities in the United States, all of the
Provinces of Canada (except Quebec) and the International Jurisdiction as the
context so requires; 

“Selling Jurisdictions” means the Province of British
Columbia, Canada, and the International Jurisdiction; 

“Shares” means common shares in the capital of the
Company; 

“Subscription Agreement” means the subscription
agreement and the schedules attached thereto, as may be amended or supplemented
from time-to-time, dated of even date with this Subscription Offer whereby
Austral Gold and the Company agreed, respectively, to purchase and sell
8,632,000 Units on the terms and conditions set out therein. 

“Subscriber” has the meaning ascribed thereto on page 1
of this Subscription Offer; 

“Subscription Offer” means this Subscription Offer and
the schedules attached hereto, as the same may be amended or supplemented from
time-to-time;

“Subscription Price” has the meaning ascribed thereto on
page 2 of this Subscription Offer; 

“Term Sheet” means the term sheet between the Subscriber
and the Company dated for reference March 22, 2013, as the same may be amended
or supplemented by this Subscription Offer; 

”Units” has the meaning ascribed thereto on page 1 of
this Subscription Offer; 

“Unit Share” or “Unit Shares” has the meaning ascribed
thereto on page 1 of this Subscription Offer; 

“United States” means the United States, as that term is
defined in Rule 902 of Regulation S; 

“U.S. Accredited Investor” means an “accredited
investor” as defined in Rule 501 of Regulation D; 

“U.S. Person” means a U.S. person as that term is
defined in Rule 902 of Regulation S; 

“U.S. Subscriber” means (a) any person purchasing the
Units in the United States, (b) any U.S. Person, (c) any person purchasing the
Units on behalf of any person in the United States or any U.S. Person, (d) any
person that receives or received an offer for the Units while in the United
States, or (e) any person that is in the United States at the time the buy order
was made or this Subscription Offer was executed;

“Warrant” has the meaning ascribed thereto on page 1 of
this Subscription Offer; and 

“Warrant Share” has the meaning ascribed thereto on page
1 of this Subscription Offer. 

2.          
Delivery and Payment. 

	 	(a) 	
      The Subscriber agrees to deliver the following to the
      Company at or prior to the Closing Time:








	 	(i) 	
      a completed copy of this Subscription Offer, duly
      executed by the Subscriber;

	 	 	 
	 	(ii) 	
      a completed copy of the Investment Agreement, duly
      executed by the Subscriber;

	 	 	 
	 	(iii) 	
      if applicable, a copy of the Corporate Placee
      Registration Form (Form 4C) which is attached hereto as Schedule “A”,
      completed and duly executed by the Subscriber;

	 	 	 
	 	(iv) 	
      all other documents as may be required by the Securities
      Laws or the Exchange; and

	 	 	 
	 	(v) 	
      a wire transfer by the Subscriber to the Lender, pursuant
      to written wire instructions to be provided in advance by the Company, in
      the amount of the Subscription Price. The Subscription Price shall be paid
      in the lawful currency of Argentina, converted at the selling FX rate of
      Banco de la Nación Argentina (BNA) in effect at the close of business on
      the date that is one Business Day prior to the Closing Date;

	 	 	 
	 	(vi) 	
      a Guarantee (the “Guarantee”) of Austral Gold in
      favour of the Company in form and substance substantially as set forth on
      Schedule “D” to this Subscription Offer, guaranteeing repayment of the
      Loan, performance by the Borrower of the covenants contained in the Loan
      Agreement and the obligations of the Subscriber contained in the
      Convertible Debenture; and

	 	 	 
	 	(vii) 	
      such other documents as may reasonably be required by the
      Company.




	 	(b) 	
      Upon acceptance of this Subscription Offer, the Company
      agrees to deliver the following to the Subscriber at or prior to the
      Closing Time:

	 	 	 	 
	 		(i) 	
      an acceptance letter accepting this Subscription Offer,
      duly executed by the Company;

	 	 	 	 
	 		(ii) 	
      a completed copy of the Convertible Debenture, duly
      executed by the Company;

	 	 	 	 
	 		(iii) 	
      a certificate representing 624,566 Unit Shares;

	 	 	 	 
	 		(iv) 	
      a certificate representing 312,283 Warrants;

	 	 	 	 
	 		(v) 	
      all other documents as may be required by the Securities
      Laws or the Exchange; and

	 	 	 	 
	 		(vi) 	
      such other documents as may reasonably be required by the
      Subscriber.

	 	 	 	 
	 	(c) 	
      At or immediately following the Closing, the Lender shall
      grant to Sociedad Italiana de Socorros Mutuos Proteccion Familia
      Italiana de Correa (the “Borrower”) a short term loan (the
      “Loan”) of 12,408,500 Pesos pursuant to a Loan Agreement (the
      “Loan Agreement”) in form and substance substantially as set forth
      in Schedule “E” to this Subscription Offer.



3.          
Closing. The Closing will be held at the offices of the Company’s
legal counsel, Clark Wilson LLP, at 885 West Georgia Street, Suite 900,
Vancouver, British Columbia at the Closing Time. 

4.          
Certain Subscriber Acknowledgements. The Subscriber acknowledges
and agrees with the Company that: 

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








	 	(b) 	
      the Securities are subject to resale restrictions under
      the Securities Laws, shall bear the legends as set out in Section 7 hereof
      and as required pursuant to applicable Securities Laws and the Subscriber
      (and, if applicable, others for whom it is contracting hereunder) will
      comply with all relevant Securities Laws concerning any resale of the
      Securities and will consult with its legal advisors with respect to
      complying with all restrictions applying to such resale;

	 	 	 	 
	 	(c) 	
      the Company is a ‘reporting issuer’ in Canada with a
      class of securities registered under Section 12(g) of the 1934 Act; and
      the Securities will be “restricted securities”, as defined in Rule
      144(a)(3) under the 1933 Act, and will be subject to resale restrictions
      (regardless of where they are held or sold). Generally, pursuant to Rule
      144, some of the Securities will be eligible for resale six months after
      the Closing Date (though none of the Warrant Shares will be eligible for
      resale until at least six months after the date of exercise of the
      Warrant);

	 	 	 	 
	 	(d) 	
      the Securities are subject to private resale restrictions
      which are set forth in the Investment Agreement;

	 	 	 	 
	 	(e) 	
      no prospectus or offering memorandum within the meaning
      of the Securities Laws has been delivered to or summarized for or seen by
      the Subscriber (and, if applicable, others for whom it is contracting
      hereunder) in connection with the Offering and the Subscriber (and, if
      applicable, others for whom it is contracting hereunder) is not aware of
      any prospectus or offering memorandum having been prepared by the
      Company;

	 	 	 	 
	 	(f) 	
      the Securities are being offered for sale on a “private
      placement” basis;

	 	 	 	 
	 	(g) 	
      none of the Securities have been registered under the
      1933 Act or the securities laws of any state, and the Securities may not
      be offered or sold, directly or indirectly, in the United States or to, or
      for the account or benefit of, a U.S. Person or a person in the United
      States unless registered under the 1933 Act and the securities laws of all
      applicable states or unless an exemption from such registration
      requirements is available;

	 	 	 	 
	 	(h) 	
      in accepting this Subscription Offer, the Company is
      relying upon the representations and warranties and acknowledgements of
      the Subscriber set out herein. The Subscriber hereby agrees to notify the
      Company immediately of any change in any representation, warranty,
      covenant or other information relating to the Subscriber or the beneficial
      purchaser contained in this Subscription Offer which takes place prior to
      Closing;

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

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

	 	 	 	 
	 	(k) 	
      the Subscriber has had access to such additional
      information, if any, concerning the Company as it has considered necessary
      in connection with its investment decision to acquire the
    Securities;

	 	 	 	 
	 	(l) 	
      the Subscriber has been advised to consult its own legal,
      tax and other advisors with respect to the merits and risks of an
      investment in the Securities and with respect to applicable resale
      restrictions, and it is solely responsible (and the Company is not in any
      way responsible) for compliance with:

	 	 	 	 
	 		(i) 	
      any applicable laws of the International Jurisdiction;
      and

	 	 	 	 
	 		(ii) 	
      applicable resale restrictions;

	 	 	 	 
	 	(m) 	
      the Securities are subject to the terms, conditions and
      provisions of this Subscription Offer (including the schedules hereto),
      the Investment Agreement and the constating documents of the
    Company;








	 	(n) 	
      the Subscriber consents to the Company making a notation
      on its records or giving instructions to any transfer agent of the
      Securities in order to implement the restrictions on transfer set forth
      and described herein and in the Investment Agreement and the Company will
      refuse to register any transfer of the Securities not made in accordance
      with an effective registration statement under the 1933 Act or pursuant to
      an exemption from the registration requirements of the 1933 Act and any
      applicable state or other law;

	 	 	 	 
	 	(o) 	
      the Company has advised the Subscriber that the Company
      is relying on an exemption from the requirements to provide the Subscriber
      with a prospectus under the Securities Laws or other applicable securities
      legislation and, as a consequence of acquiring Securities pursuant to this
      exemption: (i) certain protections, rights and remedies provided by the
      Securities Laws or other applicable securities legislation including
      statutory rights of rescission or damages, will not be available to the
      Subscriber, (ii) the common law may not provide the Subscriber with an
      adequate remedy in the event that it suffers investment losses in
      connection with Securities acquired in the Offering, (iii) the Subscriber
      may not receive information that would otherwise be required to be given
      under the Securities Laws, and (iv) the Company is relieved from certain
      obligations that would otherwise apply under the Securities Laws;
    and

	 	 	 	 
	 	(p) 	
      no person has made to the Subscriber any written or oral
      representations:

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

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

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



5.          
Conditions of Closing. It is a condition of Closing that (i) all
documents required to be completed and signed in accordance with Section 2
hereof be received on or prior to the Closing Date, (ii) the Company will have
obtained all necessary approvals and consents, including regulatory, court and
Exchange approvals, to the purchase and sale contemplated by this Subscription
Offer, (iii) the issue and sale of the Securities contemplated by this
Subscription Offer be exempt from the requirement to file a prospectus and any
requirement to deliver an offering memorandum under applicable Securities Laws
relating to the sale of the Securities, or the Company will have received such
orders, consents or approvals as may be required to permit such sale without the
requirement to file a prospectus or deliver an offering memorandum; (iv) the
Company's counsel shall have delivered a legal opinion addressed to the
Subscriber and its solicitors respecting, among other matters, the due
incorporation and organization of the Company, the due authorization, execution
and delivery of this Subscription Offer, the Investment Agreement and the
Convertible Debenture, the authorized capital of the Company, the due allotment
and issuance of the Unit Shares as fully paid and non-assessable common shares,
the due allotment and issuance of the Warrants issued at Closing, the due
allotment and issuance of the Convertible Debenture and the due allotment of the
Conversion Shares and Warrants to the Subscriber and the restrictions on the
transferability of the Securities under Canadian Securities Laws, all in form
and substance satisfactory to the Subscriber's solicitors, acting reasonably;
and (v) if required by the rules of the Exchange, the Company will have obtained
conditional approval of the Exchange for the listing of the Unit Shares,
Conversion Shares and Warrant Shares which, in any event, will be listed upon
Closing. 

              The
Subscriber acknowledges that the Company may be required to provide the
securities regulators or other authorities pursuant to the Proceeds of Crime
(Money Laundering) and Terrorist Financing Act (Canada) (the
“PCMLTFA”) with a list setting forth the identity of the beneficial
purchaser of the Units. 

6.          
Representations, Warranties, Acknowledgements and
Covenants. The Subscriber hereby represents and warrants to,
and covenants with (on its own behalf and, if applicable, on behalf of those for
whom the Subscriber is contracting hereunder) the Company (and acknowledges that
the Company is relying thereon) that, as at the execution date of this
Subscription Offer and the Closing Date: 





	 	(a) 	
      the Subscriber has its head office in the jurisdiction
      set out on the execution page of this Subscription Offer, and such address
      was not created and is not being used solely for the purpose of acquiring
      the Securities;

	 	 	 	 
	 	(b) 	
      the information provided by the Subscriber on pages 3 and
      4 of this Subscription Offer is true and correct;

	 	 	 	 
	 	(c) 	
      the Subscriber is not a person created, or used solely,
      to purchase or hold the Securities in order to comply with an exemption
      from the prospectus requirements of Securities Laws and if the Subscriber
      is not an individual, it pre-existed the Offering and has a bona fide
      purpose other than investment in the Securities;

	 	 	 	 
	 	(d) 	
      the Subscriber has no contract, undertaking, agreement or
      arrangement with any person to sell, transfer or pledge to such person, or
      anyone else, the Securities or any part thereof, or any interest
      therein;

	 	 	 	 
	 	(e) 	
      the Subscriber will only offer, sell or otherwise
      transfer the Securities pursuant to an effective registration statement
      under the 1933 Act or pursuant to an exemption from the registration
      requirements imposed by the 1933 Act and in compliance with applicable
      state Securities Laws (and, in each such case where there is no effective
      registration statement, only if an opinion of counsel of recognized
      standing reasonably satisfactory to the Company has been provided to the
      Company to that effect, if applicable);

	 	 	 	 
	 	(f) 	
      the Subscriber:

	 	 	 	 
	 		(i) 	
      is not a U.S. Person and it is not making this
      subscription for the account or benefit of any U.S. Person;

	 	 	 	 
	 		(ii) 	
      did not receive an offer to buy or sell the Securities in
      the United States;

	 	 	 	 
	 		(iii) 	
      was outside the United States at the time the buy order
      for the Securities was originated;

	 	 	 	 
	 		(iv) 	
      did not execute or receive this Subscription Offer in the
      United States;

	 	 	 	 
	 		(v) 	
      has not acquired the Securities as a result of any
      “directed selling efforts” (as defined in Regulation S under the 1933 Act)
      in the United States in respect of any of the Securities, which would
      include any activities undertaken for the purpose of, or that could
      reasonably be expected to have the effect of, conditioning the market in
      the United States for the resale of any of the Securities;

	 	 	 	 
	 		(vi) 	
      understands that the Company is the seller of the
      Securities and that, for purposes of Regulation S, a “distributor” is any
      underwriter, dealer or other person who participates, pursuant to a
      contractual arrangement, in the distribution of securities offered or sold
      in reliance on Regulation S and that an “affiliate” is any partner,
      officer, director or any person directly or indirectly controlling,
      controlled by or under common control with any person in question; if the
      Subscriber is a “distributor”, it agrees to comply with Rule 903(b)(3)(iv)
      of Regulation S under the 1933 Act; and

	 	 	 	 
	 		(vii) 	
      will not conduct hedging transactions involving the
      Securities unless in compliance with the 1933 Act and other applicable
      Securities Laws;

	 	 	 	 
	 	(g) 	
      The Subscriber is resident outside of Canada and the
      United States, and the Subscriber:

	 	 	 	 
	 		(i) 	
      is knowledgeable of, or has been independently advised as
      to, the applicable Securities Laws of the Securities Regulators having
      application in the jurisdiction in which the Subscriber is resident (the “International
      Jurisdiction”) which would apply to the acquisition of the
  Securities;









	 	(ii) 	
      is purchasing the Securities pursuant to exemptions from
      prospectus or equivalent requirements under applicable Securities Laws or,
      if such is not applicable, the Subscriber is permitted to purchase the
      Securities under the applicable Securities Laws of the Securities
      Regulators in the International Jurisdiction without the need to rely on
      any exemptions; and

	 	 	 
	 	(iii) 	
      represents and warrants that the applicable Securities
      Laws of the authorities in the International Jurisdiction do not require
      the Company to make any filings or seek any approvals of any kind
      whatsoever from any Securities Regulator of any kind whatsoever in the
      International Jurisdiction in connection with the issue and sale of the
      Securities to the Subscriber;





	 	(h) 	
      the purchase of the Securities by the Subscriber does not
      trigger:




	 	A. 	
      any obligation to prepare and file a prospectus or
      similar document, or any other report with respect to such purchase in the
      International Jurisdiction; or

	 	 	 
	 	B. 	
      any continuous disclosure reporting obligation of the
      Company in the International Jurisdiction;




	 	(i) 	
      this Subscription Offer has been authorized, executed and
      delivered by, and constitutes a legal, valid and binding agreement of the
      Subscriber;

	 	 	 
	 	(j) 	
      the Subscriber has been duly incorporated and validly
      exists under the laws of the International Jurisdiction and this
      Subscription Offer has been duly authorized by all necessary corporate
      action and constitutes a legal and binding agreement of the
    Subscriber;

	 	 	 
	 	(k) 	
      Austral Gold owns, directly or indirectly, ninety-nine
      and 77/100ths percent (99.77%) of the issued and outstanding equity of the
      Subscriber;

	 	 	 
	 	(l) 	
      the Subscriber is capable of assessing and evaluating the
      risks and merits of this investment as a result of the Subscriber’s
      financial, investment or business experience, and the Subscriber is able
      to bear the economic loss of its investment;

	 	 	 
	 	(m) 	
      the delivery of this Subscription Offer, the acceptance
      of it by the Company and the issuance of the Securities to the Subscriber
      complies with all applicable laws of the International Jurisdiction and,
      to the best of Subscriber’s knowledge, all other applicable
laws;

	 	 	 
	 	(n) 	
      the Subscriber is not a “control person” of the Company
      as defined in the applicable Securities Laws, 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 Company;

	 	 	 
	 	(o) 	
      the Subscriber is solely responsible for compliance with
      applicable resale restrictions and applicable tax legislation;

	 	 	 
	 	(p) 	
      based upon and subject to the accuracy of the Company’s
      representation in Section 8(q), below, the Subscriber has no knowledge of
      a “material fact” or “material change” (as those terms are defined in the
      applicable Securities Laws) in the affairs of the Company that was not
      either (i) generally disclosed to the public or (ii) contained in the
      “data room” established by the Company in order to provide the Subscriber
      with materials during the course of the Subscriber’s due diligence review
      of the Company, or contained in one or more metallurgical reports
      conducted by the Subscriber, the conclusions of which were consistent
      with metallurgical studies previously conducted and publicly disclosed by
  the Company;









	 	(q) 	
      the entering into of this Subscription Offer and the
      transactions contemplated hereby will not result in the violation of any
      of the terms and provisions of any law of the International Jurisdiction,
      or the constating documents of, the Subscriber or of any agreement,
      written or oral, to which the Subscriber may be a party or by which it is
      or may be bound or the termination of any such agreement;

	 	 	 	 
	 	(r) 	
      the Subscriber will execute and deliver within the
      approved time periods, all documentation as may be required by applicable
      law to permit the purchase of the Securities on the terms herein set
      forth;

	 	 	 	 
	 	(s) 	
      if required by applicable law, the Subscriber will
      execute, deliver, file and otherwise assist the Company in filing such
      reports, undertakings and other documents with respect to the issuance of
      the Securities as may be required;

	 	 	 	 
	 	(t) 	
      the Subscriber has not engaged the services of any broker
      or advisor in a way as to make the Company liable for any fees or expenses
      payable thereto, and the Company shall not be liable to pay any brokerage,
      legal or other fees or expenses by reason of Subscriber’s engagement of
      any such services;

	 	 	 	 
	 	(u) 	
      the Subscriber (and, if applicable, others for whom it is
      contracting hereunder) is not:

	 	 	 	 
	 		(i) 	
      a licensed broker or dealer in the United
  States,

	 	 	 	 
	 		(ii) 	
      an affiliate of a licensed broker or dealer in the United
      States,

	 	 	 	 
	 		(iii) 	
      acting as an underwriter (as that term is defined in
      Section 2(11) of the 1933 Act) in respect of any of the Securities,
    or

	 	 	 	 
	 		(iv) 	
      an affiliate of any person that is acting as an
      underwriter (as that term is defined in Section 2(11) of the 1933 Act) in
      respect of any of the Securities; and

	 	 	 	 
	 	(v) 	
      the funds representing the Subscription Price which will
      be advanced by the Subscriber to the Company hereunder will not represent
      proceeds of crime for the purposes of PCMLTFA and the Subscriber
      acknowledges that the Company may in the future be required by law to
      disclose the Subscriber’s name and other information relating to this
      Subscription Offer and the Subscriber’s subscription hereunder, on a
      confidential basis, pursuant to the PCMLTFA. To the best of the
      Subscriber’s knowledge (a) none of the subscription funds to be provided
      by the Subscriber (i) have been or will be derived from or related to any
      activity that is deemed criminal under the law of Canada, the United
      States, or any other jurisdiction, or (ii) are being tendered on behalf of
      a person or entity who has not been identified to the Subscriber, and (b)
      the Subscriber shall promptly notify the Company if the Subscriber
      discovers that any of such representations ceases to be true, and to
      provide the Company with appropriate information in connection
      therewith.



7.          
Legends. 

	 	(a) 	
      Unit Shares:

	 	 	 	 
	 		(i) 	
      the Subscriber acknowledges that, in addition to legends
      that may be required by Securities Laws, the certificates representing the
      Unit Shares, Conversion Shares and Warrant Shares will bear the following
      legend:








  
    
      
        
          “THESE SHARES ARE SUBJECT TO RESTRICTIONS ON TRANSFER
            PURSUANT TO AN INVESTMENT AGREEMENT BETWEEN ARGENTEX MINING CORPORATION AND
            AUSTRAL GOLD LIMITED ACN 075 860 472 DATED JULY 2, 2013.” 

        

      

    

  



	 	(ii) 	
      the Subscriber acknowledges that, in addition to the
      other legends that may be required by Securities Laws, the certificates
      representing the Unit Shares, Conversion Shares and Warrant Shares will
      bear the following legend mandated by Canadian Securities
  Laws:



CANADIAN LEGEND:


  
    
      
        
          “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER
            OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [INSERT THE DATE THAT IS
            FOUR MONTHS AND ONE DAY AFTER THE CLOSING DATE].”; 

        

      

    

  



and, if applicable, the following
Exchange legend: 

TSX VENTURE EXCHANGE LEGEND: 


  
    
      
        
          “WITHOUT PRIOR WRITTEN APPROVAL OF THE EXCHANGE AND
            COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES
            REPRESENTED 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 THAT IS FOUR MONTHS AND ONE DAY AFTER THE CLOSING DATE].”
          

        

      

    

  



provided that subsequent to the expiry
of such period, the certificate representing such securities may be exchanged
for a certificate not bearing these legends. 

The certificates representing the Unit
Shares, Conversion Shares and Warrant Shares will also bear the following legend
mandated by the U.S. Securities Laws: 

U.S. LEGEND: 


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

        

      

    

  







	 	(b) 	
      Warrants:

	 	 	 	 
	 		(i) 	
      the Subscriber acknowledges that, in addition to legends
      that may be required by Securities Laws, the certificates representing the
      Warrants and the Conversion Warrants will bear the following
  legend:




  
    
      
        
          “THESE WARRANTS ARE SUBJECT TO RESTRICTIONS ON TRANSFER
            PURSUANT TO AN INVESTMENT AGREEMENT BETWEEN ARGENTEX MINING CORPORATION AND
            AUSTRAL GOLD LIMITED ACN 075 860 472 DATED JULY 2, 2013.” 

        

      

    

  



In addition, the certificates
representing the Warrants and the Conversion Warrants will bear the following
legend mandated by the U.S. securities laws: 


  
    
      
        
          “THESE WARRANTS MAY NOT BE EXERCISED BY OR ON BEHALF OF A
            U.S. PERSON OR PERSON IN THE UNITED STATES UNLESS THE SECURITIES ISSUABLE UPON
            EXERCISE OF THESE WARRANTS HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF
            1933, AS AMENDED (THE “1933 ACT”) AND THE APPLICABLE SECURITIES LEGISLATION OF
            ANY SUCH STATE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE.
            “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE 1933
            ACT.” 

        

      

    

  



	 	(c) 	
      Convertible Debenture:

	 	 	 	 
	 		(i) 	
      the Subscriber acknowledges that, in addition to legends
      that may be required by Securities Laws, the certificate representing the
      Convertible Debenture will bear the following
legend:




  
    
      
        
          “THIS CONVERTIBLE DEBENTURE IS SUBJECT TO RESTRICTIONS ON
            TRANSFER PURSUANT TO AN INVESTMENT AGREEMENT BETWEEN ARGENTEX MINING CORPORATION
            AND AUSTRAL GOLD LIMITED ACN 075 860 472 DATED JULY 2, 2013.” 

        

      

    

  



In addition, the certificates
representing the Convertible Debenture will bear the following legends mandated
by the applicable Securities Laws: 


  
    
      
        
          THE SECURITY REPRESENTED HEREBY AND THE SECURITIES INTO
            WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION
            TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S
            UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933
            ACT”).

          NEITHER THE SECURITY REPRESENTED HEREBY NOR THE SECURITIES
            INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED UNDER THE 1933 ACT,
            OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE
            OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS
            (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S
            UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
            1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF
            THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE
            SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE
            CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. “UNITED STATES” AND “U.S.
            PERSON” ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT. 

        

      

    

  







  
    
      
        
          UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF
            THIS SECURITY AND THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE SHALL
            NOT TRADE SUCH SECURITIES BEFORE NOVEMBER 3, 2013. 

        

      

    

  



8.          
Representations, Warranties and Covenants of the Company. The
Company hereby represents and warrants to, and covenants with the Subscriber
(and acknowledges that the Subscriber is relying thereon) that, as at the
execution date of this Subscription Offer and the Closing Date:

	 	(a) 	
      the authorization, execution and delivery of this
      Subscription Offer, the offer, sale, allotment and issuance of the
      Securities and the delivery of the certificates representing them do not
      and shall not conflict with, and do not and shall not result in any breach
      of any term, condition or provision of its constating documents or any
      agreement or instrument to which the Company or any Consolidated
      Subsidiary is a party;

	 	 	 
	 	(b) 	
      this Subscription Offer and the consummation of the
      transactions contemplated herein have been duly authorized by all
      necessary corporate action on the part of the Company and, subject to
      acceptance by the Company, this Subscription Offer constitutes a valid
      obligation of the Company legally binding upon it, and enforceable in
      accordance with its terms subject to such limitations and prohibitions in
      applicable laws relating to bankruptcy, insolvency, liquidation,
      moratorium, reorganization, arrangement or winding-up and other laws,
      rules and regulations of general application affecting the rights, powers,
      privileges, remedies and interests of creditors generally. The sale and
      issuance of the Securities issued at Closing, and the delivery of the
      certificates representing them as contemplated hereby, will have been
      approved by all requisite corporate action on or before the Closing Date.
      Upon issue and delivery at the Closing, Unit Shares issued at Closing will
      have been duly and validly issued as fully paid and non-assessable, the
      Warrants issued at Closing and the Convertible Debenture will be validly
      issued and the certificates representing them will be validly delivered;
      upon the conversion of the Convertible Debenture and exercise of the
      Warrants in accordance with their respective terms, the Conversion Shares,
      Conversion Warrants and Warrant Shares will be validly issued as fully
      paid and non-assessable common shares of the Company;

	 	 	 
	 	(c) 	
      no order ceasing or suspending trading in any Securities
      nor prohibiting sale of the Securities has been issued to and is
      outstanding against the Company or its directors, officers or promoters
      and, to the best of the Company's knowledge, no investigations or
      proceedings for such purposes are pending or threatened;

	 	 	 
	 	(d) 	
      the Company is a reporting issuer in British Columbia,
      Alberta, Saskatchewan, Manitoba, Ontario, New Brunswick, Nova Scotia,
      Prince Edward Island and Newfoundland, its common shares are listed for
      trading on the Exchange and the Company is not in default in any material
      respect of any requirement of the Canadian Securities Laws or the
      Exchange;

	 	 	 
	 	(e) 	
      the Company will promptly comply with all filing and
      other requirements under all applicable Securities Laws in connection with
      the Offering;

	 	 	 
	 	(f) 	
      the Company will pay all expenses incident to the
      performance of its obligations hereunder, including, but not limited to,
      expenses relating to: (i) the preparation, issuance and delivery of
    the Securities; (ii) the fees and expenses incurred in
      connection with listing the Unit Shares, Conversion Shares and the Warrant
  Shares on the Exchange;









	 	(g) 	
      all of the issued and outstanding Shares of the Company
      have been duly authorized and validly issued, are fully paid and
      non-assessable and have been issued in compliance with applicable
    laws;

	 	 	 
	 	(h) 	
      none of the issued and outstanding Shares of the Company
      were issued in violation of any pre- emptive rights, rights of first
      refusal or other similar rights.

	 	 	 
	 	(i) 	
      the Company is authorized to issue an unlimited number of
      Shares, without par value, of which 71,677,317 are currently issued and
      outstanding, and an unlimited number of preferred shares without par
      value, of which -0- are issued and outstanding, and there are currently
      outstanding options to purchase an aggregate of 6,357,000 Shares, warrants
      (including 261,000 Agent’s Warrants) entitling the holders to purchase an
      aggregate of 16,590,206 Shares and, except for anti- dilution rights held
      by International Finance Corporation, there are no other outstanding
      options, warrants or similar rights to subscribe for, or contractual
      obligations (other than as contemplated in this Subscription Offer) to
      issue, sell, transfer or acquire, any Shares or any securities convertible
      into or exchangeable for Shares;

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

	 	 	 
	 	(k) 	
      the Company and each subsidiary that is consolidated with
      the Company in the Company ́s financial statements in accordance with
      generally accepted accounting principles (each, a “Consolidated
      Subsidiary”) is duly organized and validly existing in good standing
      under the laws of the Province of its incorporation or organization with
      full corporate power and authority to own, lease and operate its
      properties and assets and to conduct its business as presently conducted
      and as described in its financial statements and is duly registered and
      qualified to conduct its business and is in good standing in each
      jurisdiction or place where the nature of its properties or the conduct of
      its business requires such registration or qualification, except where the
      failure to so register or qualify has not had and will not have an actual,
      anticipated, contemplated or threatened material adverse effect on the
      condition (financial or other), business, operations, affairs, assets,
      capitalization, prospects, permits, rights, privileges or liabilities or
      properties of the Company and the Consolidated Subsidiaries, taken as a
      whole (a “Material Adverse Effect”);

	 	 	 
	 	(l) 	
      the financial statements of the Company, the auditors
      opinion thereon and the notes thereto, all forming part of the Public
      Record, accurately reflect and present fairly the financial position of
      the Company and each Consolidated Subsidiary, and the results of their
      operations and cash flows as at the dates thereof, and have been prepared
      in accordance with U.S. generally accepted accounting
principles;

	 	 	 
	 	(m) 	
      the Company and each Consolidated Subsidiary has properly
      prepared and filed all tax returns that are due and all taxes payable have
      been duly and timely paid except where the Company or the Consolidated
      Subsidiary, as the case may be, is contesting in good faith any
      reassessments of its taxes payable thereunder or except as otherwise
      previously disclosed to the Subscriber;

	 	 	 
	 	(n) 	
      the Public Record and the representations, warranties and
      covenants contained in this Subscription Offer are accurate in all
      material respects and omit no fact, the omission of which would make the
      filings comprising the Public Record or such representations or warranties
      misleading in light of the circumstance in which such statements or
      representations and/or warranties were made and at the time they were
      filed in the Public Record;









	 	(o) 	
      the Public Record complies in all material respects with
      all applicable Securities Laws including without limitation all applicable
      Canadian Securities Laws;

	 	 	 
	 	(p) 	
      except as disclosed in the Public Record, neither the
      Company nor any Consolidated Subsidiary is a party to any litigation,
      action, suit, investigation, hearing, claim, complaint, grievance,
      arbitration proceeding or other proceeding and includes any appeal or
      review and any application for same (collectively "Litigation")
      which could have a Material Adverse Effect and no such Litigation has been
      threatened or, to the best of the Company knowledge, information or
      belief, after due enquiry, is pending;

	 	 	 
	 	(q) 	
      the Company did not include in the ‘data room’
      established by the Company for the benefit of the Subscriber’s due
      diligence, any disclosure of a “material fact” or “material change”, as
      those terms are defined in the Securities Act (British Columbia),
      concerning the Company that has not previously been disclosed in the
      Public Record;

	 	 	 
	 	(r) 	
      the Company has received and reviewed a metallurgical
      study performed by the Subscriber and believes that the results thereof
      are consistent with similar studies previously conducted and publicly
      disclosed by the Company;

	 	 	 
	 	(s) 	
      neither the Company nor any Consolidated Subsidiary is an
      “investment company”, a company “controlled” by an “investment company” or
      an “affiliated person” of, or “promoter” or “principal underwriter” for,
      an investment company within the meaning of the Investment Company Act of
      1940, as amended;

	 	 	 
	 	(t) 	
      neither the Company nor any Consolidated Subsidiary is:
      (i) in violation of (A) its constating documents (B) to the Company's
      knowledge, any law, ordinance, administrative or governmental rule or
      regulation applicable to the Company or any Consolidated Subsidiary, the
      violation of which would have a Material Adverse Effect or (C) any decree
      of any court or governmental agency or body having jurisdiction over the
      Company or any Consolidated Subsidiary; or (ii) in default in any material
      respect in the performance of any obligation, agreement or condition
      contained in (x) any bond, debenture, note or any other evidence of
      indebtedness or (y) any agreement, indenture, lease or other instrument to
      which the Company or any Consolidated Subsidiary is a party or by which
      any of its properties may be bound, which default would have a Material
      Adverse Effect and, to the Company’s knowledge, there does not exist any
      state of facts that constitutes a default or an event of default on the
      part of the Company or any Consolidated Subsidiary as defined in such
      documents or that, with notice or lapse of time or both, would constitute
      such a default or event of default that would have a Material Adverse
      Effect;

	 	 	 
	 	(u) 	
      since January 31, 2013, there has been no impairment of
      or adjustments to the assets of the Company except as would not have a
      Material Adverse Effect on the Company and its Consolidated Subsidiaries
      taken as a whole;

	 	 	 
	 	(v) 	
      to the best of the Company’s knowledge, the Company and
      the Consolidated Subsidiaries are: (i) in compliance with any and all
      applicable federal, state, local and foreign laws and regulations relating
      to the protection of human health and safety, the environment or hazardous
      or toxic substances or wastes, pollutants or contaminants
      (“Environmental Laws”); (ii) have received all permits, licenses or
      other approvals required of them under applicable Environmental Laws to
      conduct their respective businesses; and (iii) are in compliance with all
      terms and conditions of any such permit, license or approval, except in
      each case as would not, individually or in the aggregate, have a Material
      Adverse Effect.

	 	 	 
	 	(w) 	
      to the best of the Company’s knowledge, there are no
      costs or liabilities associated with Environmental Laws (including,
      without limitation, any capital or operating expenditures required for
      clean-up, closure of properties or compliance with Environmental Laws or
      any permit, license or approval, any related constraints on operating
      activities and any potential liabilities to third parties) which would,
      individually or in the aggregate, have a Material Adverse
  Effect.








	 	(x) 	
      since the date of the SCRN Financial Statements, a copy
      of which has been previously provided by the Company to the Subscriber,
      there has been no material adverse change (actual, anticipated,
      contemplated or threatened, financial or otherwise) to the Company’s
      business, operations, affairs, assets, capitalization, financial
      condition, prospects, permits, rights, privileges or liabilities, whether
      contractual or otherwise, that has not previously been disclosed to the
      Subscriber;

	 	 	 
	 	(y) 	
      the Company shall maintain, and shall cause its
      Consolidated Subsidiaries to maintain, insurance in such amounts and
      covering such risks as is reasonable and customary for companies engaged
      in the mining industry;

	 	 	 
	 	(z) 	
      the Company will comply with all requirements imposed
      upon it by the 1933 Act and the 1934 Act as from time to time in force, so
      far as necessary to permit the sale of the Securities contemplated herein;
      provided, however, that this covenant shall not be construed to require
      that the Company register the Securities pursuant to the 1933
  Act;

	 	 	 
	 	(aa) 	
      until the Loan has been repaid, the Company will use its
      best efforts to conduct its affairs in such a manner so as to reasonably
      ensure that neither it nor its Consolidated Subsidiaries will be or
      become, at any time prior to the termination of this Subscription Offer,
      an “investment company,” as such term is defined in the Investment Company
      Act, assuming no change in the Commission’s current interpretation as to
      entities that are not considered an investment company;

	 	 	 
	 	(bb) 	
      after the Loan has been repaid, the Company will conduct
      its affairs in such a manner so as to reasonably ensure that neither it
      nor its Consolidated Subsidiaries will be or become, at any time prior to
      the termination of this Subscription Offer, an “investment company,” as
      such term is defined in the Investment Company Act, assuming no change in
      the Commission’s current interpretation as to entities that are not
      considered an investment company;

	 	 	 
	 	(cc) 	
      the Company and its Consolidated Subsidiaries have
      complied and will continue to comply with all applicable provisions of the
      Sarbanes-Oxley Act of 2002;

	 	 	 
	 	(dd) 	
      pursuant to the Investment Agreement and upon the terms
      and conditions set forth therein, the Company will grant to the Subscriber
      certain anti-dilution rights as provided therein to participate in future
      issuances of equity securities by the Company; and

	 	 	 
	 	(ee) 	
      the Subscription Price received by the Company from the
      Subscriber shall be used for the following purposes: approximately sixty
      per cent (60%) of the proceeds of the Offering will be used to fund
      ongoing exploration programs at the Company’s exploration properties in
      the Patagonia region of Argentina and approximately forty per cent (40%)
      of the proceeds of the Offering will be used for working capital and
      general corporate purposes, all as shown in the budget previously provided
      by the Company to the Subscriber, and any change in this allocation in
      excess of ten per cent (10%) shall be subject to the prior approval of the
      Board of Directors of the Company;

	 	 	 
	 	(ff) 	
      The Company has not engaged the services of any broker or
      advisor in a way as to make the Subscriber liable for any fees or expenses
      payable thereto, and the Subscriber shall not be liable to pay any
      brokerage, legal or other fees or expenses by reason of the Company’s
      engagement of any such services; and



9.          
Acknowledgements. 

	 	(a) 	
      The Subscriber acknowledges and agrees that the foregoing
      representations and warranties are made by it with the intention that they
      may be relied upon by the Company in determining its eligibility or (if
      applicable) the eligibility of others on whose behalf it is contracting
      hereunder to purchase the Securities under applicable Securities Laws. The
      Subscriber further agrees that by accepting delivery of the Unit Shares,
      Warrants and Convertible Debenture on the Closing Date,
  it shall be representing and warranting that the foregoing
      representations and warranties are true and correct as at the Closing Time
      with the same force and effect as if they had been made by the Subscriber
      at the Closing Time and that they shall survive the purchase by the
      Subscriber of the Securities and still continue in full force and effect
      notwithstanding any subsequent disposition by the Subscriber of the
      Securities. The Company shall be entitled to rely on the representations
      and warranties of the Subscriber contained in this Subscription Offer, and
      the Subscriber shall indemnify and hold harmless the Company for any loss,
      costs or damages any of them may suffer as a result of any
      misrepresentations or any breach or failure to comply with any covenant or
  agreement herein of the Subscriber.









	 	(b) 	
      The Company acknowledges and agrees that the foregoing
      representations and warranties are made by it with the intention that they
      may be relied upon by the Subscriber in determining its eligibility or (if
      applicable) the eligibility of others on whose behalf it is contracting
      hereunder to purchase the Securities under applicable Securities Laws. The
      Company further agrees that the foregoing representations and warranties
      are true and correct as at the Closing Time with the same force and effect
      as if they had been made by the Company at the Closing Time and that they
      shall survive the purchase by the Subscriber of the Securities and still
      continue in full force and effect notwithstanding any subsequent
      disposition by the Subscriber of the Securities. The Subscriber shall be
      entitled to rely on the representations and warranties of the Company
      contained in this Subscription Offer, and the Company shall indemnify and
      hold harmless the Subscriber for any loss, costs or damages any of them
      may suffer as a result of any misrepresentations or any breach or failure
      to comply with any covenant or agreement herein of the Company.

	 	 	 
	 	(c) 	
      The Company and the Subscriber acknowledge and agree that
      this Subscription Offer and the Subscription Agreement are part of one
      single transaction set out in the Term Sheet, along with the Investment
      Agreement, the Convertible Debenture and the
Warrant.



10.        
Registration Statement. The Subscriber shall have the right, at
its option exercised by written notice to the Company and at its sole cost and
expense, to cause the Company to prepare and file with the appropriate
regulatory authorities in the United States and Canada, as applicable and as
requested by the Subscriber, a “resale” registration statement (the
“Registration Statement”) registering the Warrant Shares for resale by
the Subscriber. In such event, and promptly after receipt of a request from the
Company, the Subscriber shall: 

	 	(a) 	
      furnish in writing to the Company all information within
      the Subscriber’s possession or knowledge required by the applicable rules
      and regulations of the Securities Regulators and any applicable Securities
      Laws concerning the proposed method of sale or other disposition of the
      Warrant Shares and the identity of and compensation to be paid to any
      proposed broker-dealer(s) to be employed in connection therewith and
      indemnify the Company for the accuracy thereof;

	 	 	 
	 	(b) 	
      execute and deliver to the Company such written
      undertakings as the Company and its counsel may reasonably require in
      order to ensure full compliance with relevant provisions of the applicable
      Securities Laws if the Subscriber desires to sell and distribute the
      Warrant Shares over a period of time, or from time to time, at then
      prevailing market prices, pursuant to the Registration
Statement;

	 	 	 
	 	(c) 	
      if, during the effectiveness of a Registration Statement
      filed pursuant to this Subscription Offer, an intervening event should
      occur which, in the reasonable opinion of the Company’s counsel, makes the
      prospectus included in the Registration Statement no longer compliant with
      the applicable Securities Laws or the requirements of the Securities
      Regulators, after notice containing the facts and legal conclusions relied
      upon from the Company to the Subscriber of the occurrence of such an
      event, make no further sales or other dispositions, or offers therefor, of
      the Warrant Shares under such Registration Statement until the Subscriber
      receives from the Company copies of a new, amended or supplemented
      prospectus complying with the applicable Securities Laws or applicable
      requirements of the Securities Regulators as soon as practicable after
      such notice. The Company shall keep the Subscriber fully informed as to
      the status of the Company’s efforts which shall be prompt and diligent to
      cause such new, amended or supplemented prospectus to
be available for use by the Subscriber, provided that the
      Subscriber furnishes in writing all information within the Subscriber’s
      possession or knowledge that the Company or its counsel may reasonably
      require in order to ensure that the new, amended or supplemented
      prospectus complies with the applicable Securities Laws and the
  requirements of the Securities Regulators;









	 	(d) 	
      immediately reimburse the Company for any expenses
      incurred with third parties (including legal expenses) in connection with
      the Registration Statement.



11.        
Nature of Subscription. This subscription is irrevocable. 

12.         Delivery
of Securities. The Subscriber hereby authorizes and directs the Company
to register and deliver the certificate representing the Securities as specified
in this Subscription Offer. 

13.        
Costs. All costs and expenses incurred by the Subscriber
(including any fees and disbursements of any special counsel obtained by the
Subscriber) relating to the sale of the Securities to the Subscriber shall be
borne by the Subscriber. In turn, all costs and expenses incurred by the Company
(including any fees and disbursements of any special counsel or financial
advisor obtained by the Company) relating to the issuance and sale of the
Securities to the Subscriber shall be borne by the Company. 

14.        
Execution of Subscription Offer. The parties shall be entitled to
rely on delivery by facsimile machine or e-mail of an executed copy of this
Subscription Offer and any acceptance of this Subscription Offer by the Company,
and acceptance by the parties of such facsimile or e-mail copy (in .pdf format)
shall be equally effective to create a valid and binding agreement between the
Subscriber and the Company in accordance with the terms hereof. If less than a
complete copy of this Subscription Offer is delivered to the Company at Closing,
the Company and its counsel are entitled to assume that the Subscriber accepts
and agrees to all of the terms and conditions of the pages not delivered at
Closing unaltered. This Subscription Offer may be executed in two or more
counterparts, each of which shall be deemed to be an original and all of which
together shall constitute one and the same Subscription Offer. 

15.        
Collection of Personal Information. The Subscriber acknowledges
and consents to the fact that the Company is collecting the Subscriber’s
personal information for the purpose of fulfilling this Subscription Offer and
completing the subscription. The Subscriber's personal information (and, if
applicable, the personal information of those on whose behalf the Subscriber is
contracting hereunder) may be disclosed by the Company to (a) stock exchanges or
securities regulatory authorities, (b) the Company's registrar and transfer
agent, (c) Canadian tax authorities, (d) authorities pursuant to the PCMLTFA and
(e) any of the other parties involved in the subscription, including legal
counsel, and may be included in record books prepared in connection with the
Offering. By executing this Subscription Offer, the Subscriber is deemed to be
consenting to the foregoing collection, use and disclosure of the Subscriber's
personal information (and, if applicable, the personal information of those on
whose behalf the Subscriber is contracting hereunder) for the foregoing purposes
and for the purposes described in Schedule “B” to this Subscription Offer and to
the retention of such personal information for as long as permitted or required
by law or business practice. Notwithstanding that the Subscriber may be
purchasing Securities as agent on behalf of an undisclosed principal, the
Subscriber agrees to provide, on request, particulars as to the nature and
identity of such undisclosed principal, and any interest that such undisclosed
principal has in the Company, all as may be required by the Company in order to
comply with the foregoing. 

	 	(a) 	
      the Company may deliver to any securities commission
      having jurisdiction over the Company, the Subscriber or this subscription,
      including the British Columbia Securities Commission, the Alberta
      Securities Commission and the Ontario Securities Commission and/or the SEC
      (collectively, the “Commissions”) certain personal information
      pertaining to the Subscriber, including such Subscriber’s full name,
      residential address and telephone number, the number of shares or other
      securities of the Company owned by the Subscriber, the number of
      Securities purchased by the Subscriber and the total purchase price paid
      for such Securities, the prospectus exemption relied on by the Company and
      the date of distribution of the Securities,

	 	 	 
	 	(b) 	
      such information is being collected indirectly by the
      Company under the authority granted to them in securities
    legislation,








	 	(c) 	
      such information is being collected for the purposes of
      the administration and enforcement of the securities laws, and

	 	 	 
	 	(d) 	
      the Subscriber may contact the following public official
      in Ontario with respect to questions about the Ontario Securities
      Commission’s indirect collection of such information at the following
      address and telephone number:



Administrative Support Clerk

Ontario Securities Commission 
Suite 1903, Box 55, 20 Queen Street West

Toronto, Ontario, M5H 3S8 
Telephone: (416) 593-3684 


16.       Anti-Money
Laundering Legislation. In order to comply with legislation aimed at the
prevention of money laundering, the Company may require additional information
concerning investors from time to time and the Subscriber agrees to provide all
such information. The Subscriber acknowledges that if, as a result of any
information or other matter which comes to the Company's attention, any
director, officer or employee of the Company or any investment advisor, or their
respective professional advisors, knows or suspects that an investor is engaged
in money laundering, such person is required to report such information or other
matter to the Financial Transactions and Reports Analysis Centre of Canada and
such report shall not be treated as a breach of any restriction upon the
disclosure of information imposed by Canadian law or otherwise. 

17.        
Governing Law. The contract arising out of this Subscription Offer
shall be governed by and construed in accordance with the laws of the Province
of British Columbia and the laws of Canada applicable therein. 

18.        
Survival of Representations and Warranties. The covenants,
representations and warranties contained herein shall survive the Closing and
continue in full force and effect until the Second Anniversary. 

19.        
Assignment. Upon acceptance by the Company, the terms and
provisions of this Subscription Offer shall be binding upon and enure to the
benefit of the Subscriber and the Company and their respective heirs, executors,
administrators, successors and assigns; provided however, that this Subscription
Offer may not be assigned by the Subscriber without the consent of the Company,
in its discretion, other than an assignment by the Subscriber to any of its
Affiliates pursuant to a transfer of the Securities as permitted by the terms of
the Investment Agreement. The benefits and the obligations of this Subscription
Offer, insofar as they apply to the Subscriber, shall pass with any permitted
assignment or transfer of the Securities. 

20.        
Entire Agreement and Headings. Except as otherwise stated herein,
this Subscription Offer (including the schedules hereto), together with the Term
Sheet (as the same may have been amended or supplemented by this Subscription
Offer), the Investment Agreement, the Warrant Certificate and the Convertible
Debenture constitutes the entire agreement between the Subscriber and the
Company relating to the subject matter hereof and there are no representations,
warranties, covenants, understandings or other agreements relating to the
subject matter hereof except as stated or referred to herein or therein. This
Subscription Offer may be amended or modified in any respect by written
instrument only. The headings contained herein are for convenience only and
shall not affect the meanings or interpretation hereof. In the event of any
discrepancy or inconsistency between the Term Sheet, on the one side, and the
Subscription Offer, the Investment Agreement, the Warrant Certificate or the
Convertible Debenture on the other side (collectively, the “Final Agreements”),
the provisions of the Final Agreements shall prevail over the Term Sheet. 

21.        
Effective Date. The Subscription Offer is intended to and shall
take effect on the later of the date it has been signed by the Subscriber and
accepted by the Company. 

22.         Time
of Essence. Time shall be of the essence of this Subscription Offer.


23.         Language.
It is the express wish of the Subscriber that the Subscription Offer and any
related documentation be drawn up in English only. 




24.         Currency.
All references herein to monetary amounts are to lawful money of Canada, unless
otherwise specified. 




SCHEDULE “A” 

FORM 4C 

CORPORATE PLACEE REGISTRATION FORM 

This Form will remain on file with the Exchange and must be
completed if required under section 4(b) of Part II of Form 4B. 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 Issuers. 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) or, if applicable,
Declarations, 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 $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 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 







- C2 - 

* If the Control Person is not an individual, provide the name
of the individual that makes the investment decisions on behalf of the Control
Person. 

	5. 	
      Acknowledgement - Personal Information and Securities
      Laws

	 	 	 
		(a) 	
      “Personal Information” means any information about an
      identifiable individual, and includes information contained in sections 1,
      2 and 4, as applicable, of this Form.



The undersigned hereby acknowledges and
agrees that it has obtained the express written consent of each individual to:


	 	(i) 	
      the disclosure of Personal Information by the undersigned
      to the Exchange (as defined in Appendix 6B) pursuant to this Form;
    and

	 	 	 
	 	(ii) 	
      the collection, use and disclosure of Personal
      Information by the Exchange for the purposes described in Appendix 6B or
      as otherwise identified by the Exchange, from time to
  time.




	 	(b) 	
      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.



Dated and certified (if applicable), acknowledged and agreed,
at ___________________________________________on
______________________________________

	 	 
	 	(Name of Purchaser - please print) 
	 	 
	 	 
	 	(Authorized Signature) 
	 	 
	 	 
	 	(Official Capacity - please print) 
	 	 
	 	 
	 	(Please print name of individual whose
      signature appears above) 


THIS IS NOT A PUBLIC DOCUMENT 




SCHEDULE “B” 

ACKNOWLEDGEMENT – PERSONAL INFORMATION

	1. 	
      TSX Venture Exchange Inc. and its affiliates, authorized
      agents, subsidiaries and divisions, including the TSX Venture Exchange
      (collectively referred to as the “Exchange”) collect Personal Information
      in certain Forms that are submitted by the individual and/or by an Issuer
      or Applicant and use it for the following
purposes:




	 	 	(a) 	
      to conduct background checks;

	 	 	 	 
	 	 	(b) 	
      to verify the Personal Information that has been provided
      about each individual;

	 	 	 	 
	 	 	(c) 	
      to consider the suitability of the individual to act as
      an officer, director, insider, promoter, investor relations provider or,
      as applicable, an employee or consultant, of the Issuer or
    Applicant;

	 	 	 	 
	 	 	(d) 	
      to consider the eligibility of the Issuer or Applicant to
      list on the Exchange;

	 	 	 	 
	 	 	(e) 	
      to provide disclosure to market participants as to the
      security holdings of directors, officers, other insiders and promoters of
      the Issuer, or its associates or affiliates;

	 	 	 	 
	 	 	(f) 	
      to conduct enforcement proceedings; and

	 	 	 	 
	 	 	(g) 	
      to perform other investigations as required by and to
      ensure compliance with all applicable rules, policies, rulings and
      regulations of the Exchange, securities legislation and other legal and
      regulatory requirements governing the conduct and protection of the public
      markets in Canada.



As part of this process, the Exchange
also collects additional Personal Information from other sources, including but
not limited to, securities regulatory authorities in Canada or elsewhere,
investigative, law enforcement or self-regulatory organizations, regulations
service providers and each of their subsidiaries, affiliates, regulators and
authorized agents, to ensure that the purposes set out above can be
accomplished. 

The Personal Information the Exchange
collects may also be disclosed: 

	 	 	(a) 	
      to the agencies and organizations in the preceding
      paragraph, or as otherwise permitted or required by law, and they may use
      it in their own investigations for the purposes described above;
  and

	 	 	 	 
	 	 	(b) 	
      on the Exchange’s website or through printed materials
      published by or pursuant to the directions of the
  Exchange.





		
      The Exchange may from time to time use third parties to
      process information and/or provide other administrative services. In this
      regard, the Exchange may share the information with such third party
      service providers.

	 	 
	2. 	
      The Commissions may indirectly collect the Personal
      Information under the authority granted to them by securities legislation.
      The Personal Information is being collected for the purposes of the
      administration and enforcement of the securities legislation of the
      jurisdiction of each such Commission.



For questions about the collection of Personal Information by
the British Columbia Securities Commission, please contact the Administrative
Assistant to the Director of Corporate Finance, 12th Floor, 701 West Georgia
Street, Box 10142, Vancouver, BC V7Y 1L2, phone: (604) 899-6854. 




- C2 - 

Schedule C – Form of Convertible Debenture 
Schedule D –
Form of Guarantee 
Schedule E – Form of Loan Agreement