EXHIBIT
10.3




The
securities sold hereunder have been issued pursuant to an exemption from
registration under the Securities Act of 1933, as amended, pursuant to
Regulation S thereunder. These securities cannot be transferred, offered, or
sold in the United States or to U.S. Persons (as that term is defined in
Regulation S) except pursuant to registration under the Securities Act of 1933,
or pursuant to an available exemption from registration.
 
  SECURITIES
PURCHASE AGREEMENT
  This
Securities Purchase Agreement dated May 14, 2008, is among Red Lake Exploration, Inc., a
Nevada corporation (the “Company”), and each purchaser
identified on the attached signature pages (each, including its successors and
assigns, a “Purchaser”
and collectively the “Purchasers”); and
  Whereas,
subject to the terms and conditions set forth in this agreement and pursuant to
Section 4(2) of the Securities Act (as defined below), and Rule 506 promulgated
under it, the Company desires to issue and sell to each Purchaser, and each
Purchaser, severally and not jointly, desires to purchase from the Company in
the aggregate, up to $300,000 of shares of Common Stock and Warrants on the
Closing Date.
  In
consideration of the mutual covenants contained in this agreement, and for other
good and valuable consideration the receipt and adequacy of which are hereby
acknowledged, the Company and each Purchaser agree as follows:
  ARTICLE
I.
 DEFINITIONS
  1.1           Definitions.For all purposes of this
agreement:
  “Affiliate” means any Person
that, directly or indirectly through one or more intermediaries, controls or is
controlled by or is under common control with a Person as these terms are used
in and construed under Rule 144, and any investment fund or managed account that
is managed on a discretionary basis by the same investment manager as a
Purchaser.
  “Closing” means the closing of
the purchase and sale of the Common Stock and the Warrants under Article
2.1.
  “Closing Date” means the
Trading Day when all of the Transaction Documents have been executed and
delivered by the applicable parties.
  “Commission” means the
Securities and Exchange Commission.
  “Common Stock” means the common
shares of the Company with a par value of $0.001 per share, and any securities
into which the common shares might be reclassified.
  “Common Stock Equivalents”
means any securities of the Company or the Subsidiaries that would at any time
entitle the holder to acquire Common Stock, including without limitation, any
debt, preferred stock, rights, options, warrants or other instrument that is at
any time convertible into or exchangeable for, or otherwise entitles the holder
to receive, Common Stock.
  “Liens” means a lien, charge,
security interest, encumbrance, and right of first refusal, preemptive right or
other restriction.
  “Material Adverse Effect” is
defined in Article 3.1(b).
  1
 “Person” means an individual or
corporation, partnership, trust, incorporated or unincorporated association,
joint venture, limited liability company, joint stock company, government (or an
agency or subdivision of it) or other entity of any kind.
  “Proceeding” means an action,
claim, suit, investigation or proceeding (including, without limitation, an
investigation or partial proceeding, such as a deposition), whether commenced or
threatened.
  “Purchase Price” is $0.30 per Common Share, subject
to adjustment for reverse and forward stock splits, stock dividends, stock
combinations and other similar transactions of the Common Stock that occur after
the date of this agreement.
  “Required Approvals” is defined
in Article 3.1(e).
  “Rule 144” means Rule 144
promulgated by the Commission pursuant to the Securities Act, as such Rule may
be amended from time to time, or any similar rule or regulation hereafter
adopted by the Commission having substantially the same effect as such
Rule.
  “Securities” means the Shares,
the Warrants and the Warrant Shares.
  “Securities Act” means the
Securities Act of 1933.
  “Shares” means the shares of
Common Stock issued or issuable to each Purchaser under to this
agreement.
  “Subscription Amount” means, as
to each Purchaser, the amount set below each Purchaser’s signature block on the
signature page, in United States dollars and in immediately available
funds.
  “Subsidiary” means any
subsidiary of the Company and any future direct or indirect subsidiary of the
Company.
  “Trading Day” means a day on
which the Common Stock is quoted or traded on a Trading Market.
  “Trading Market” means the
American Stock Exchange, the New York Stock Exchange, the Nasdaq National
Market, the Nasdaq SmallCap Market, the OTC Bulletin Board or other United
States quotation system.
  “Transaction Documents” means
this agreement, the Warrants and any other documents or agreements executed in
connection with the transactions described in this agreement.
  “Warrants” means the Common
Stock Purchase Warrants in the form of the attached Exhibit A.
  “Warrant Shares” means the
shares of Common Stock issuable upon exercise of the Warrants.
  ARTICLE
II.
 PURCHASE
AND SALE
  2.1           Closing. On the Closing Date,
each Purchaser will purchase from the Company, severally and not jointly with
the other Purchasers, and the Company will issue and sell to each Purchaser, (a)
a number of Shares equal to such Purchaser’s Subscription Amount divided by the
Purchase Price and (b) the Warrants as determined pursuant to
Article 2.2(a)(iii). The aggregate of Subscription Amounts is a
maximum of $300,000.  Upon satisfaction of the conditions in
Article 2.3, the Closing will occur at the offices of the Company or such
other location as the parties mutually agree.
  2
  2.2           Deliveries
  (a)           On
the Closing Date, the Company will deliver or cause to be delivered to each
Purchaser the following:
  (i)            
this agreement duly executed by the Company,
  (ii)           
a certificate evidencing a number of Shares equal to the Purchaser’s
Subscription Amount divided by the Purchase Price, registered in the name of the
Purchaser, and
  (iii)           a
Warrant, registered in the name of the Purchaser, pursuant to which the
Purchaser can acquire up to the number of shares of Common Stock equal to 100%
of the Shares issued to the Purchaser in Article 2.2(a)(ii).
  (b)           On
the Closing Date, each Purchaser will deliver or cause to be delivered to the
Company the following:
  (i)            
this agreement duly executed by the Purchaser, and
  (ii)          
 the Purchaser’s Subscription Amount by wire transfer according to the wire
instructions provided by the Company.
  2.3           Closing
Conditions
  (a)           The
obligations of the Company to complete the Closing are subject to each of the
following conditions being met:
  (i)            
The representations and warranties of the Purchasers are accurate in all
material respects when they were made and on the Closing date.
  (ii)          
 The Purchasers have performed all obligations, covenants and agreements
required to be performed by the Closing Date.
  (iii)           The
Purchasers have delivered the items set forth in Article 2.2(b) of this
agreement.
  (b)           The
respective obligations of the Purchasers to complete the Closing are subject to
each of the following conditions being met:
  (i)            
The representations and warranties of the Company are accurate in all material
respects on the Closing Date.
  (ii)         
  The Company has performed all obligations, covenants and agreements
required to be performed by the Closing Date.
  (iii)           The
Company has delivered the items set forth in Article 2.2(a) of this
agreement.
   ARTICLE
III.
 REPRESENTATIONS
AND WARRANTIES
  3.1           Representations and Warranties of the
Company.  The Company represents and warrants to each
Purchaser:
  3
 (a)           Subsidiaries.  The
Company owns, directly or indirectly, all of the capital stock or other equity
interests of each Subsidiary free and clear of any Liens, and all the issued and
outstanding shares of capital stock of each Subsidiary are validly issued and
are fully paid, non-assessable and free of preemptive and similar rights to
subscribe for or purchase securities.
  (b)           Organization and
Qualification.  Each of the Company and the Subsidiaries is an
entity duly incorporated or otherwise organized, validly existing and in good
standing under the laws of the jurisdiction of its incorporation or organization
(as applicable), with the requisite power and authority to own and use its
properties and assets and to carry on its business as currently
conducted.  Neither the Company nor any Subsidiary is in violation or
default of any of the provisions of its respective certificate or articles of
incorporation, bylaws or other organizational or charter
documents.  Each of the Company and the Subsidiaries is duly qualified
to conduct business and is in good standing as a foreign corporation or other
entity in each jurisdiction in which the nature of the business conducted or
property owned by it makes such qualification necessary, except where the
failure to be so qualified or in good standing could not reasonably be expected
to have (i) a material adverse effect on the legality, validity or
enforceability of any Transaction Documents, (ii) a material adverse effect on
the results of operations, assets, business, prospects or financial condition of
the Company and the Subsidiaries, taken as a whole, or (iii) a material adverse
effect on the Company’s ability to perform in any material respect on a timely
basis its obligations under any Transaction Documents (any of (i), (ii) or
(iii), a “Material Adverse
Effect”) and no Proceeding has been instituted in any jurisdiction
revoking, limiting or curtailing or seeking to revoke, limit or curtail any
power and authority or qualification.
  (c)           Authorization;
Enforcement.  The Company has the requisite corporate power and
authority to enter into and to consummate the transactions contemplated by each
of the Transaction Documents and otherwise to carry out its obligations under
them.  The Company’s execution and delivery of each of the Transaction
Documents and its consummation of the transactions contemplated by them have
been duly authorized by all necessary action on the part of the Company and no
further action is required by the Company in their connection other than in
connection with the Required Approvals.  Each Transaction Documents
has been (or upon delivery will have been) duly executed by the Company and,
when delivered in accordance with the terms hereof, will constitute the valid
and binding obligation of the Company enforceable against the Company in
accordance with its terms except (i) as limited by applicable bankruptcy,
insolvency, reorganization, moratorium and other laws of general application
affecting enforcement of creditors’ rights generally and (ii) as limited by laws
relating to the availability of specific performance, injunctive relief or other
equitable remedies.
  (d)           No Conflicts.  The
Company’s execution, delivery and performance of the Transaction Documents, its
issuance and sale of the Shares and its consummation of the other transactions
contemplated hereby do not and will not (i) conflict with or violate any
provision of the Company’s or any Subsidiary’s certificate or articles of
incorporation, bylaws or other organizational or charter documents, or (ii)
conflict with or result in a violation of any law, rule, regulation, order,
judgment, injunction, decree or other restriction of any court or governmental
authority to which the Company or a Subsidiary is subject (including federal and
state securities laws and regulations).
  (e)           Filings, Consents and
Approvals.  The Company is not required to obtain any consent,
waiver, authorization or order of, give any notice to, or make any filing or
registration with, any court or other federal, state, local or other
governmental authority or other Person in connection with its execution,
delivery and performance of the Transaction Documents, other than any filings
that are required by applicable federal and state securities laws (collectively,
the “Required
Approvals”).
  (f)           Issuance of the
Securities.  The Shares and Warrants are duly authorized and,
when issued and paid for in accordance with the Transaction Documents, will be
duly and validly issued, fully paid and nonassessable, free and clear of all
Liens imposed by the Company other than restrictions on transfer provided for in
the Transaction Documents.  The Warrant Shares, when issued in
accordance with the terms of the Transaction Documents, will be validly issued,
fully paid and nonassessable, free and clear of all Liens imposed by the
Company.  The Company has reserved from its duly authorized capital
stock the maximum number of shares of Common Stock issuable pursuant to this
agreement and the Warrants.
  4
  (g)           Private Placement. Assuming
the accuracy of the Purchasers’ representations and warranties set forth in
Article 3.2. no registration under the Securities Act is required for the
Company’s offer and sale of the Securities to the Purchasers. The issuance and
sale of the Securities does not contravene the rules and regulations of the
Trading Market.
  (h)           Investment
Company.  The Company is not, and is not an Affiliate of, and
immediately after receipt of payment for the Shares, will neither be nor be an
Affiliate of, an “investment company” within the meaning of the Investment
Company Act of 1940, as amended.  The Company will conduct its
business in such a manner that it will not become subject to the Investment
Company Act.
  (i)           Disclosure.  The
Company confirms that neither the Company nor any other Person acting on its
behalf has provided any of the Purchasers or their agents or counsel with any
information that constitutes or might constitute material, non-public
information.  All disclosure provided to the Purchasers regarding the
Company, its business and the transactions contemplated by it furnished by or on
behalf of the Company with respect to the representations and warranties are
true and correct and do not contain any untrue statement of a material fact or
omit to state any material fact necessary in order to make the statements, in
light of the circumstances under which they were made, not
misleading.  The Company acknowledges and agrees that no Purchaser
makes or has made any representations or warranties with respect to the
transactions contemplated hereby other than those specifically set forth in
Article 3.2.
  (j)           General
Solicitation.  Neither the Company nor any person acting on
behalf of the Company has offered or sold any of the Shares by any form of
general solicitation or general advertising.  The Company has offered
the Shares for sale only to the Purchasers and certain other “accredited
investors” within the meaning of Rule 501 under the Securities Act.
  (k)           Acknowledgment Regarding Purchasers’
Purchase of Shares.  The Company acknowledges that each of the
Purchasers is acting solely in the capacity of an arm’s length purchaser with
respect to the Transaction Documents and the transactions
contemplated.  The Company further acknowledges that no Purchaser is
acting as a financial advisor or fiduciary of the Company (or in any similar
capacity) with respect to this agreement and the transactions contemplated and
any advice given by any Purchaser or any of their respective representatives or
agents in connection with this agreement and the transactions contemplated is
merely incidental to the Purchasers’ purchase of the Shares.  The
Company further represents to each Purchaser that the Company’s decision to
enter into this agreement has been based solely on the independent evaluation of
the transactions contemplated by the Company and its
representatives.
  (l)           Acknowledgment of
Dilution.  The Company acknowledges that the issuance of the
Securities may result in dilution of the outstanding shares of Common Stock,
which dilution may be substantial under certain market
conditions.  The Company further acknowledges that its obligations
under the Transaction Documents, including without limitation its obligation to
issue the Shares and Warrant Shares pursuant to the Transaction Documents, are
unconditional and absolute and not subject to any right of set off,
counterclaim, delay or reduction, regardless of the effect of any such dilution
or any claim the Company may have against any Purchaser and regardless of the
dilutive effect that such issuance may have on the ownership of the other
stockholders of the Company.
  Purchaser
acknowledges that the Company does not make or has not made any representations
or warranties with respect to the transactions contemplated other than those
specifically described in this Article 3.1.
  3.2           Representations and Warranties of the
Purchasers. Each
Purchaser, for itself and for no other Purchaser, represents and warrants to the
Company as of the date of this agreement and as of the Closing Date as
follows:
  (a)           Organization
Authority.  The Purchaser is an entity duly organized, validly
existing and in good standing under the laws of the jurisdiction of its
organization with full right, corporate or partnership power and authority to
enter into and to consummate the transactions contemplated by the Transaction
Documents and otherwise to carry out its obligations. The execution, delivery
and performance by the Purchaser of the transactions contemplated by this
agreement have been duly authorized by all necessary corporate or similar action
on the part of the Purchaser.  Each of the Transaction Documents to
which it is a party has been duly executed by the Purchaser, and when delivered
by the Purchaser in accordance with these terms, constitutes the valid and
legally binding obligation of the Purchaser, enforceable against it in
accordance with its terms, except as limited by applicable law.
  5
  (b)           Investment
Intent.  The Purchaser understands that the Securities are
“restricted securities” and have not been registered under the Securities Act or
any applicable state securities law and that Purchaser is acquiring the
Securities as principal for its own account and not with a view to or for
distributing or reselling any of the Securities, has no present intention of
distributing any of such Securities, and has no arrangement or understanding
with any other persons regarding the distribution of the Securities (this
representation and warranty does not limit the Purchaser’s right to sell the
Securities in compliance with applicable federal and state securities
laws).  Purchaser is acquiring the Securities in the ordinary course
of its business.  Purchaser does not have any agreement or
understanding, directly or indirectly, with any Person to distribute any of the
Securities.
  (c)           Disclosure of
Information.  Purchaser carefully reviewed all filings made by
the Company with the Commission as of the date of this agreement and has
received and carefully reviewed any information Purchaser has requested from the
Company that Purchaser considers necessary or appropriate for deciding whether
to acquire the Securities, including, without limitation, all material risk
factors relating to the Company.  Purchaser further represents that
Purchaser has had ample opportunity to ask questions and receive answers from
the Company concerning the information and the terms and conditions of the
offering of the Securities and to obtain any additional information necessary to
verify the accuracy of the information given to Purchaser.  Purchaser
is making its investment in the Company after having reviewed, analyzed, sought
professional advice regarding, and fully understanding the risk, uncertainties,
and liabilities associated with the Company.
  (d)           Purchaser’s
Experience.  Purchaser, either alone or together with its
representatives, is knowledgeable, sophisticated, and experienced in business
and financial matters and is capable of evaluating the merits and risks of the
prospective investment in the Securities, and has evaluated the merits and risks
of the investment.  Purchaser is able to bear the economic risk of an
investment in the Securities and is able to afford a complete loss of the
investment.
  (e)           General
Solicitation.  Purchaser is not purchasing the Securities as a
result of any advertisement, article, notice or other communication regarding
the Securities published in any newspaper, magazine or similar media or
broadcast over television or radio or presented at any seminar or any other
general solicitation or general advertisement.
  (f)           Regulation S
  (i)           Purchaser
either has been duly formed and is validly existing as a corporation or other
legal entity in good standing under the laws of its jurisdiction of
incorporation set forth on the signature page to this agreement or is an
individual who is not a citizen or resident of the United
States.  Purchaser is not organized under the laws of the United
States and is not a “U.S. Person” as that term is defined in Rule 902(o) of
Regulation S.
  (ii)           Purchaser
was not formed for the purpose of investing in Regulation S securities or for
the purpose of investing in the Securities sold under this
agreement.  Purchaser is not registered as an issuer under the
Securities Act and is not required to be registered with the SEC under the
Investment Company Act of 1940, as amended.  Purchaser is entering
into this agreement and is participating in the offering of the Shares for its
own account, and not on behalf of any U.S. Person as defined in Rule 902(o) of
Regulation S.
  (iii)           The
Company has not made an offer to enter into this agreement to Purchaser in the
United States other than as permitted in the case of an account managed by a
professional fiduciary resident in the United States within the meaning of
Section 902(o)(2) of Regulation S.  At the times of the offer and
execution of this agreement and, to the best knowledge of Purchaser, at the time
the offering originated, Purchaser was located and resident outside the United
States, other than as permitted in the case of an account managed by a
professional fiduciary resident in the United States within the meaning of
Section 902(o)(2) of Regulation S.
  6
  (iv)           Neither
Purchaser, nor any of its Affiliates, nor any person acting on its behalf or on
behalf of any Affiliate has engaged or will engage in any activity undertaken
for the purpose of, or that reasonably could be expected to have the effect of,
conditioning the markets in the United States for the Shares or for any
securities that are convertible into or exercisable for the common stock of the
Company, including, but not limited to, effecting any sale or short sale of the
Company’s securities through Purchaser or any of its Affiliates before the
expiration of any restricted period contained in Regulation S.  To the
best knowledge of Purchaser, this agreement and the transactions contemplated by
it are not part of a plan or scheme to evade the registration provisions of the
Securities Act, and Purchaser is purchasing the Shares for investment
purposes.  Purchaser and, to the best knowledge of Purchaser, each
distributor, if any, participating in this offering of the Securities have
agreed that they will neither offer nor sell any Securities before the date
hereof and through the expiration of the any restricted period set forth in Rule
903 of Regulation S (as amended from time to time) to U.S. Persons or for the
account or benefit of U.S. Persons, and they will offer or sell any of the
Securities only in compliance with the provisions of Regulation S and any other
applicable provisions of the Securities Act.  Purchaser and its
representatives have not conducted any Directed Selling Effort as that term is
used and defined in Rule 902 of Regulation S and will not engage in any Directed
Selling Effort within the United States through the expiration of any restricted
period set forth in Rule 903 of Regulation S.
  (v)           Purchaser
acknowledges that Purchaser may resell any interest in this agreement or in the
Securities within the jurisdiction of the United States or to U.S. Persons as
defined in Rule 902(o) of Regulation S by or for the account of the parties only
(i) pursuant to a registration statement under the Securities Act, or (ii) if
applicable, pursuant to an exemption from registration for sales by a person
other than an issuer, underwriter, or dealer as those terms are used in Section
4(1) and related provisions of the Securities Act and regulations or pursuant to
another exemption from registration, only following the expiration of any
restricted period (if applicable) required by Regulation S.  Purchaser
acknowledges that this agreement and the Securities have not been registered
under the Securities Act or qualified under state securities laws of the United
States and that their transferability within the jurisdiction of the United
States is restricted by the Securities Act as well as state
laws.  Purchaser acknowledges it has received a copy of Regulation S,
is familiar with and understands its terms, and has had the opportunity to
consult with its legal counsel concerning this agreement and Regulation
S.
  The
Company acknowledges that each Purchaser does not make or has not made any
representations or warranties with respect to the transactions contemplated
other than those specifically described in this Article 3.2.
   ARTICLE
IV.
 OTHER
AGREEMENTS OF THE PARTIES
  4.1           Transfer
Restrictions
  (a)           The
Securities may only be disposed of in compliance with state and federal
securities laws.  In connection with any transfer of the Securities
other than pursuant to an effective registration statement or in compliance with
Regulation S and Rule 144, the Company may require the transferor to provide to
the Company an opinion of counsel selected by the transferor and reasonably
acceptable to the Company, the form and substance of which opinion must be
reasonably satisfactory to the Company, to the effect that the transfer does not
require registration of the transferred Securities under the Securities
Act.  As a condition of transfer, any transferee must agree in writing
to be bound by the terms of this agreement and will have the rights of a
Purchaser under this agreement.
  7
  (b)           The
Purchaser agrees to the imprinting, so long as it is required under the
Securities Act and the rules and regulations promulgated under it, on any of the
Securities any of the following legends or substantially similar
legends:
  These
securities have not been registered with the Securities and Exchange Commission
or the securities commission of any state and are issued in reliance upon an
exemption from under the Securities Act of 1933, as amended (the “Securities
Act”), and, accordingly, may not be offered or sold except pursuant to an
effective registration statement under the Securities Act or pursuant to an
available exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act and in accordance with applicable state
securities laws as evidenced by a legal opinion of counsel to the transferor to
such effect, the substance of which will be reasonably acceptable to the
Company.
  These
securities have been issued pursuant to an exemption from registration under the
Securities Act of 1933, as amended, pursuant to Regulation S thereunder. The
securities evidenced by this certificate cannot be transferred, offered, or sold
in the United States or to U.S. Persons (as that term is defined in Regulation
S) except pursuant to registration under the Securities Act of 1933, or pursuant
to an available exemption from registration.
  4.2           Non-Public
Information.  The Company covenants and agrees that neither it
nor any other Person acting on its behalf will provide any Purchaser or its
agents or counsel with any information that the Company believes constitutes
material non-public information, unless Purchaser has first executed a written
agreement regarding the confidentiality and use of the information.
  4.3           Use of
Proceeds.  The Company will use the net proceeds from the sale
of the Securities for working capital purposes, current debt and trade payables,
and not to redeem any Common Stock or Common Stock Equivalents or to settle any
outstanding litigation.
  4.4           Reservation of Common Stock.
As of the date hereof, the Company has reserved and the Company will continue to
reserve and keep available at all times, free of preemptive rights, a sufficient
number of shares of Common Stock for the purpose of enabling the Company to
issue the Shares and Warrant Shares on any exercise of the
Warrants.
  4.5           Delivery of Securities after
Closing.  The Company will deliver, or cause to be delivered,
the respective Shares and Warrants purchased by each Purchaser to the Purchaser
within 3 Trading Days of the Closing Date.
  4.6           Resale by Purchaser.  Each
Purchaser understands and acknowledges, severally and not jointly with any other
Purchaser, that the SEC takes the position that using the Shares to cover short
sales of shares of the Common Stock “against the box before the effective
date of a registration statement is a violation of Section 5 of the Securities
Act, as set forth in Item 65, Section 5 under Section A, of the Manual of
Publicly Available Telephone Interpretations, dated July 1997, compiled by the
Office of Chief Counsel, Division of Corporation Finance. Accordingly, no
Purchaser will use any of the Shares to cover any short sales made before the
effective date of any registration statement. Each Purchaser acknowledges that
the Company does not intend to file a registration statement to register the
Shares. Further, each Purchaser will comply with any obligations it might have
under Regulation M with respect to the resale of the Securities.
   ARTICLE
V.
 MISCELLANEOUS
  5.1           Termination.  This
agreement may be terminated by any party, by written notice to the other
parties, if the Closing has not taken place by the end of thirty days from the
date of this agreement; but no termination affects the right of any party to sue
for any breach by the other party (or parties).
  8
  5.2           Fees and
Expenses.   Except as otherwise set forth in this
agreement, each party will pay the fees and expenses of its advisers, counsel,
accountants and other experts, if any, and all other expenses incurred by the
party incident to the negotiation, preparation, execution, delivery and
performance of this agreement.  The Company will pay all stamp and
other taxes and duties levied in connection with the delivery of the
Securities.
  5.3           Entire
Agreement.  The Transaction Documents, together with their
exhibits and schedules, contain the entire understanding of the parties with
respect to their subject matter and supersede all prior agreements and
understandings, oral or written, with respect to these matters, which the
parties acknowledge have been merged into the Transaction Documents and their
exhibits and schedules.
  5.4           Notices.  Any
notices or other communications or deliveries required or permitted to be
provided hereunder must be in writing and are deemed given and effective on the
earliest of (a) the date of transmission, if the notice or communication is
delivered via fax or email at the fax number or email address given on the
signature attached pages before 6:30 p.m. (Reno, Nevada, time) on a Trading Day,
(b) the next Trading Day after the date of transmission, if the notice or
communication is delivered via fax or email at the fax number or email address
given on the signature attached pages on a day that is not a Trading Day or
later than 6:30 p.m. (Reno, Nevada, time) on any Trading Day, (c) the second
Trading Day following the date of mailing, if sent by U.S. nationally recognized
overnight courier service, or (d) upon actual receipt by the party to whom the
notice is required to be given if delivered by hand to an officer or director of
the party.  The address for notices and communications are those given
on the attached signature pages.
  5.5           Amendments
Waivers.  No provision of this agreement may be waived or
amended except in a written instrument signed, in the case of an amendment, by
the Company and each Purchaser or, in the case of a waiver, by the party against
whom enforcement of any waiver is sought.  No waiver of any default
with respect to any provision, condition or requirement of this agreement is
deemed to be a continuing waiver in the future or a waiver of any subsequent
default or a waiver of any other provision, condition or requirement, nor does
any delay or omission of either party to exercise any right hereunder in any
manner impair the exercise of the right.
  5.6           Construction.  The
headings in this agreement are for convenience only, do not constitute a part of
this agreement, and cannot be deemed to limit or affect any of the
provisions.  The language used in this agreement is deemed to be the
language chosen by the parties to express their mutual intent, and no rules of
strict construction can be applied against any party.
  5.7           Successors and
Assigns.  This agreement binds and inures to the benefit of the
parties and their successors and permitted assigns and is not
assignable.
  5.8           No Third-Party
Beneficiaries.  This agreement is intended for the benefit of
the parties and their respective successors and permitted assigns and is not for
the benefit of, nor may any provision be enforced by, any other
Person.
  5.9           Governing Law.  All
questions concerning the construction, validity, enforcement and interpretation
of the Transaction Documents must be governed by and construed and enforced in
accordance with the internal laws of the State of Nevada, without regard to the
principles of conflicts of law.  All legal proceedings concerning the
interpretations, enforcement and defense of the transactions contemplated by the
Transaction Documents (whether brought against a party or its respective
affiliates, directors, officers, shareholders, employees or agents) must be
commenced exclusively in the state and federal courts sitting in
Reno.  Each party irrevocably submits to the exclusive jurisdiction of
the state and federal courts sitting in Reno for the adjudication of any dispute
in connection with the Transaction Documents, and irrevocably waives, and will
not assert in any suit, action or proceeding, any claim that it is not
personally subject to the jurisdiction of any such court or that it is an
improper or inconvenient venue for the proceeding.  The parties waive
all rights to a trial by jury.  If either party commences an action or
proceeding to enforce any provisions of the Transaction Documents, then the
non-prevailing party in the action or proceeding will reimburse the prevailing
party for its attorneys’ fees and other costs and expenses incurred with the
investigation, preparation and prosecution of the action or
proceeding.
  9
  5.10         Execution.  This
agreement may be executed in two or more counterparts and delivered to the other
parties by any means; and the counterparts, taken together, are considered one
and the same agreement, and any electronically delivered signature page is
deemed to be an originally signed document.
  5.11         Severability.  If
any provision of this agreement is held to be invalid or unenforceable in any
respect, the validity and enforceability of the remaining terms and provisions
of this agreement are not in any way be affected or impaired thereby and the
parties will attempt to agree upon a valid and enforceable provision that is a
reasonable substitute, and upon so agreeing, will incorporate the substitute
provision in this agreement.
  5.12         Replacement of
Securities.  If any certificate or instrument evidencing any
Securities is mutilated, lost, stolen or destroyed, the Company will issue or
cause to be issued in exchange and substitution for and upon its cancellation,
or in lieu of and substitution, a new certificate or instrument, but only upon
receipt of evidence reasonably satisfactory to the Company of the loss, theft or
destruction and customary and reasonable indemnity, if requested.  An
applicant for a new certificate or instrument under such circumstances will pay
any reasonable third-party costs associated with the issuance of the replacement
Securities.
  5.13         Remedies.  In
addition to being entitled to exercise all rights provided in this agreement or
granted by law, including recovery of damages, each party is entitled to
specific performance under the Transaction Documents.
  5.14         Independent Nature of Purchasers’
Obligations and Rights.  The obligations of each Purchaser
under the Transaction Documents are several and not joint with the obligations
of any other Purchaser, and no Purchaser is responsible in any way for the
performance of the obligations of any other Purchaser under the Transaction
Documents. Nothing contained in any Transaction Documents, and no action taken
by any Purchaser pursuant to them, can be deemed to constitute the Purchasers as
a partnership, an association, a joint venture or any other kind of entity, or
create a presumption that the Purchasers are in any way acting in concert or as
a group with respect to the obligations or the transactions contemplated by the
Transaction Documents.  Each Purchaser is entitled to independently
protect and enforce its rights, including, without limitation, the rights
arising out of this agreement or out of the other Transaction Documents, and it
is not be necessary for any other Purchaser to be joined as an additional party
in any proceeding for this purpose.  Each Purchaser has been
represented by its own separate legal counsel in their review and negotiation of
the Transaction Documents.  The Company has elected to provide all
Purchasers with the same terms and Transaction Documents for the convenience of
the Company and not because it was required or requested to do so by the
Purchasers.
  In
witness whereof, the parties hereto have caused this Securities Purchase
Agreement to be duly executed by their respective authorized signatories as of
the date indicated.
   RED LAKE EXPLORATION,
      INC
                  
                  
                  Address for
      Notice:/s/
                  
                  
                  195
      Park AvenueName:
      Caitlin Jeffs
                  
                  
                  Thunder
      Bay ON P7B 1B9Title:
      President
  With a copy to (which
cannot constitute notice):
  10
  [Purchasers’
signature pages to Red Lake Exploration, Inc. Securities Purchase
Agreement]
  In
witness whereof, the undersigned have caused this Securities Purchase Agreement
to be duly executed by their respective authorized signatories as of the date
first indicated above.
  Name of
      Purchaser:________________________________________________________________________________________________________
 Country of
      incorporation or
      residence:_________________________________________________________________________________________
 Signature
      of authorized signatory of
      Purchaser:_________________________________________________________________________________
 Name of authorized
      signatory:_______________________________________________________________________________________________
 Title of authorized
      signatory:________________________________________________________________________________________________
 Email
      Address of
      Purchaser:_______________________________________________________________________________________________________________________________________________________________________________________________________________________Address for notice
      of
      Purchaser:_____________________________________________________________________________________________Address for delivery
      of Securities for Purchaser (if not the same as above):______________________________________________________________________________________________________________________
  ______________________________________________________________________________________________________________________Subscription Amount:
      $____________________________________________________________________________________________________
 Shares:_________________________________________________________________________________________________________________
 Warrant
      Shares:__________________________________________________________________________________________________________Date: May _____,
      2008
    11
  Exhibit
A
  Neither
this security nor the securities into which this security is exercisable have
been registered with the Securities and Exchange Commission or the securities
commission of any state.  The securities are issued  in
reliance upon an exemption from registration under the Securities Act of 1933
(the “Securities Act”), and, accordingly, may not be offered or sold except
pursuant to an effective registration statement under the Securities Act or
pursuant to an available exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and in accordance with
applicable state securities laws as evidenced by a legal opinion of counsel to
the transferor to such effect, the substance of which will be reasonably
acceptable to the company.
  This
security and the securities into which this security is exercisable have been
issued pursuant to an exemption from registration under the Securities SAt of
1933, as amended, pursuant to regulation S thereunder. This security and the
securities into which this security is excercisable cannot be transferred,
offered, or sold in the united states or to U.S. Persons (as that term is
defined in regulation S) except pursuant to registration under the Securities
Act of 1933, or pursuant to an available exemption from
registration.
   COMMON
STOCK PURCHASE WARRANT
 #2008-05-14/____
 
 To
purchase _______shares of common stock of
  RED
LAKE EXPLORATION, INC.
  Issue date: May 14,
2008
   This
common stock purchase warrant (the “Warrant”) certifies that, for
value received, (the “Holder”), is entitled, upon
the terms and subject to the limitations on exercise and the conditions
hereinafter set forth, at any time on or after the date given above (the “Initial Exercise Date”) and by
the close of business on the second anniversary of the Initial Exercise Date
(the “Termination Date”)
but not thereafter, to subscribe for and purchase from Red Lake Exploration,
Inc., a Nevada corporation (the “Company”), up
to  shares (the “Warrant Shares”) of common
stock, par value $0.001 per share, of the Company (the “Common Stock”).  The
purchase price of one share of Common Stock under this Warrant is equal to the
Exercise Price, as defined in Section 2(a).
  1.            
Definitions.  Capitalized
terms used and not otherwise defined in this Warrant have the same meanings as
they have in the Securities Purchase Agreement (the “Purchase Agreement”), dated
May 14, 2008, among the Company and the Holder as Purchaser.
  2.            
Exercise
  (a)           Exercise Price.  The
exercise price for the purchase of the Warrant Shares is $0.50 per share.
  (b)           Exercise of
Warrant.  The Holder may exercise the purchase rights
represented by this Warrant at any time from the Initial Exercise Date to five
o’clock in the afternoon, Pacific time, on the Termination Date by delivering to
the Company (i) a duly executed facsimile copy of the annexed  Notice
of Exercise, and, (ii) within 5 Trading Days of delivering the Notice of
Exercise to the Company, (A) this Warrant, and (B) by wire or cashier’s check
drawn on a United States bank the United States dollar amount equal to the
number of Warrant Shares being purchased times the Exercise Price (the “Exercise Amount”).
  12
  (c)           Exercise
limitations
  (i)            
The Holder may not exercise any portion of this Warrant if, immediately after
the Warrant Shares are issued, the Holder (together with the Holder’s
Affiliates) would beneficially own more than 4.99% of the number of shares of
the Common Stock outstanding.  For the purposes of the foregoing sentence,
the number of shares of Common Stock beneficially owned by the Holder and its
Affiliates includes the number of shares of Common Stock issuable upon the
exercise of this Warrant, but excludes the number of shares of Common Stock that
would be issuable upon (i) the Holder’s exercise of the remaining, unexercised
portion of this Warrant and (ii) the Holder’s or its Affiliates’ exercise or
conversion of the unexercised or nonconverted portion of any other securities of
the Company that the Holder or any of its Affiliates own beneficially. 
Except as set forth in the foregoing sentence, for the purposes of this Section
2(c), beneficial ownership must be calculated in accordance with Section 13(d)
of the Securities and Exchange Act of 1934 (“Exchange Act”).
  (ii)          
 The Holder acknowledges that the Company is not representing to Holder
that the calculation described in Section 2(c)(i) complies with Section 13(d) of
the Exchange Act and Holder is solely responsible for any schedules required to
be filed in accordance with it.   The determination of whether
this Warrant is exercisable (in relation to other securities owned by the Holder
and its Affiliates) is in the sole discretion of the Holder, and the submission
of a Notice of Exercise is deemed to be the Holder’s declaration that the Holder
has determined that this Warrant is exercisable as set out in the Notice of
Exercise and subject to the limitations in this Section 2(c); and the Company is
not obliged to verify or confirm the accuracy of the Holder’s
determination.
  (iii)           For
the purposes of this Section 2(c), in determining the number of outstanding
shares of Common Stock, the Holder may rely on the number of outstanding shares
of Common Stock as reflected in the most recent of (A) the latest filed of the
Company’s Form 10-QSB and Form 10-KSB, (B) a public announcement by the Company
stating the number of shares of Common Stock outstanding, or (C) any other
notice by the Company or the Company’s Transfer Agent stating the number of
shares of Common Stock outstanding.  If Holder asks for it, the Company
will within two Trading Days confirm orally and in writing to the Holder the
number of shares of Common Stock then outstanding.
  (d)           Mechanics of
Exercise
  (i)            
Authorization of Warrant
Shares.  The Company will issue all Warrant Shares as duly
authorized, validly issued, fully paid and non-assessable, and free from all
taxes, liens and charges (other than taxes in respect of any transfer occurring
contemporaneously with the issue).
  (ii)           
Delivery of certificates upon
exercise.  The Company will instruct its transfer agent to
deliver certificates for Warrant Shares to the Holder at the address specified
by the Holder in the Notice of Exercise within three Trading Days from the later
of (A) the Company’s receipt of the Notice of Exercise, (B) the Holder’s
surrender of this Warrant, and (C) the Company’s receipt of the Exercise Amount
as set out in Section 2(b) (“Warrant Share Delivery
Date”).  This Warrant is deemed to have been exercised on the
date the Exercise Amount is received by the Company (“Exercise Date”); and the
Warrant Shares are deemed to have been issued, and Holder is deemed to have
become a holder of record of the shares for all purposes, on the Exercise
Date.
  (iii)           Cashless
exercise.  If, at any time after the end of six months from the
issue date of this Warrant, the Company’s shares trade in a Trading Market for
30 consecutive Trading Days at $0.80 per share or more, then the Holder must
exercise any part of this warrant that is then unexercised within five days of
the end of the 30 Trading Days.  If the Holder fails to complete the
exercise within the five days, then the Company may force the exercise of this
Warrant by a cashless exercise and issue to the Holder a certificate
representing the number of Warrant Shares that is equal to the quotient obtained
according to the following formula:
  13
  (A-B) X
 A
 
 Where:
  A  =
the average closing price at which the Company’s stock traded during the last
five Trading Days of the 30 Trading Days;
  B  =
the Exercise Price, as adjusted; and
  X  =
the number Warrant Shares issuable upon the exercise of this warrant in
accordance with its terms.
  (iv)          
Delivery of new warrants upon
exercise.  If the Holder exercises this Warrant in part, the
Company will, when it delivers the certificate or certificates representing
Warrant Shares, deliver to Holder a new warrant evidencing the rights of Holder
to purchase the unpurchased Warrant Shares, identical in all other respects with
this Warrant.
  (v)           
Rescission
rights.  If the Company fails to cause its transfer agent to
send to the Holder a certificate or certificates representing the Warrant Shares
pursuant to this Section 2(d)(v) by the Warrant Share Delivery Date, then the
Holder may rescind the exercise.
  (vi)          
No fractional shares or
scrip.  No fractional shares or scrip representing fractional
shares may be issued upon the exercise of this Warrant.  If the Holder
would otherwise be entitled to fractional shares upon the exercise, the Company
will pay a cash adjustment in respect of the fraction in an amount equal to the
fraction multiplied by the Exercise Price.
  (vii)         
Charges, taxes and
expenses.  The Company will issue certificates for Warrant
Shares in the name of the Holder and will not charge the Holder for any issue or
transfer tax or other incidental expense in respect of the issuance of the
certificate.
  (viii)        
Closing of
books.  The Company will not close its stockholder books or
records in any manner that prevents the timely exercise of this
Warrant.
  3.            
Certain
Adjustments
  (a)           Stock dividends and
splits.  If the Company, at any time while this Warrant is
outstanding, (i) pays a stock dividend or otherwise makes a distribution on
shares of its Common Stock or any other Common Stock Equivalent (which, for
avoidance of doubt, does not include any shares of Common Stock issued by the
Company pursuant to this Warrant), (ii) subdivides outstanding shares of Common
Stock into a larger number of shares, (iii) combines outstanding shares of
Common Stock into a smaller number of shares, or (iv) issues by reclassification
of shares of the Common Stock any shares of capital stock of the Company, then
the Exercise Price must be multiplied by a fraction of which the numerator is
the number of shares of Common Stock (excluding treasury shares, if any)
outstanding before the event and of which the denominator is the number of
shares of Common Stock outstanding after the event, and the number of shares
issuable upon exercise of this Warrant must be proportionately adjusted by this
fraction.  Any adjustment made pursuant to this Section 3(a) is
effective immediately after the record date for the determination of
stockholders entitled to receive the dividend or distribution and is effective
immediately after the effective date in the case of a subdivision, combination
or re-classification.
  14
  (b)           Fundamental Transaction. If,
at any time while this Warrant is outstanding, (i) the Company merges or
consolidates with or into another Person, (ii) the Company sells all or
substantially all of its assets in one or a series of related transactions,
(iii) any Person completes a tender offer or exchange offer by which holders of
Common Stock are permitted to tender or exchange their shares for other
securities, cash or property, or (iv) the Company reclassifies its Common Stock
or completes any compulsory share exchange pursuant to which the Common Stock is
effectively converted into or exchanged for other securities, cash or property
(in any such case, a “Fundamental Transaction”),
then, upon any subsequent conversion of this Warrant, the Holder has the right
to receive, for each Warrant Share that would have been issued upon the exercise
absent the Fundamental Transaction, the same consideration as the Company has
given its other holders of its Common Stock for the conversion of their Common
Stock outstanding at the time of the Fundamental Transaction (the “Alternate
Consideration”).  Any successor to the Company or surviving
entity in a Fundamental Transaction must issue to the Holder a new warrant
consistent with the foregoing provisions with evidence of the Holder’s right to
exercise the warrant into Alternate Consideration.  The terms of any
agreement pursuant to which a Fundamental Transaction is completed must include
terms requiring the successor or surviving entity to comply with the provisions
of this Section 3(b) and insuring that this Warrant (or any replacement
security) is similarly adjusted upon any subsequent transaction analogous to a
Fundamental Transaction.
  (c)           Calculations.  All
calculations under this Section 3 must be made to the nearest cent or the
nearest 1/100th of a
share, as the case may be.  The number of shares of Common Stock
outstanding at any given time does not include shares of Common Stock owned or
held by or for the account of the Company.  For the purposes of this
Section 3, the number of shares of Common Stock deemed to be issued and
outstanding as of a given date is the sum of the number of shares of Common
Stock (excluding treasury shares, if any) issued and outstanding.
  (d)           Notice to
Holders.  If the Company makes adjustments under this Section
3, the Company will promptly mail to each Holder a notice containing a
description of the event that required the adjustment.
  4.            
Warrant
register.  The Company will register this Warrant on its
warrant register and will treat the registered Holder as the absolute owner for
all purposes.
  5.            
Miscellaneous
  (a)           Title to
Warrant.  This Warrant is not transferable.
  (b)           No rights as shareholder until
Exercise Date.  This Warrant does not entitle the Holder to any
voting rights or other rights as a shareholder of the Company before the
Exercise Date.  Upon the surrender of this Warrant and the payment of
the aggregate Exercise Price, the Company will issue the Warrant Shares to the
Holder as the record owner of the Warrant Shares as of the close of business on
the Exercise Date.
  (c)           Loss, Theft, Destruction or
Mutilation of Warrant.  The Company covenants that upon receipt
by the Company of evidence reasonably satisfactory to it of the loss, theft,
destruction or mutilation of this Warrant or any stock certificate relating to
the Warrant Shares, and, in case of loss, theft or destruction, of indemnity or
security reasonably satisfactory to it, and upon surrender and cancellation of
the Warrant or stock certificate, if mutilated, the Company will make and
deliver a new Warrant or stock certificate of like tenor and dated as of the
cancellation, in lieu of the Warrant or stock certificate.
  (d)           Saturdays, Sundays, Holidays,
etc.  If the last date for doing anything under this Warrant
falls on a Saturday, Sunday or a legal holiday, then the thing may be done on
the next succeeding Trading Day.
  (e)           Authorized
Shares.
  (i)            
The Company covenants that, while the Warrant is outstanding, it will reserve
from its authorized and unissued Common Stock a sufficient number of shares to
provide for the issuance of the Warrant Shares upon the exercise of any purchase
rights under this Warrant.  The Company further covenants that its
issuance of this Warrant constitutes full authority to its officers who are
charged with the duty of executing stock certificates to execute and issue the
necessary certificates for the Warrant Shares upon the exercise of the purchase
rights under this Warrant.  The Company will take all such reasonable
action as may be necessary to assure that the Warrant Shares are issued as
provided without a violation of any applicable law or regulation, or of any
requirements of the Trading Market upon which the Common Stock may be listed or
quoted.
  15
  (ii)           
Unless waived or consented to by the Holder, the Company will not by any action
avoid or seek to avoid the observance or performance of any of the terms of this
Warrant, but will at all times in good faith assist in carrying out of all its
terms and take whatever actions is necessary or appropriate to protect the
rights of Holder under this Warrant from impairment.
  (f)           
 Jurisdiction. All
questions concerning the construction, validity, enforcement and interpretation
of this Warrant must be determined in accordance with the provisions of the
Purchase Agreement.
  (g)           
Restrictions.  The
Holder acknowledges that the Holder’s sale or transfer of the Warrant Shares, if
not registered, will be subject to restrictions upon resale imposed by state and
federal securities laws.
  (h)          
 No
waiver.  No course of dealing or any delay or failure to
exercise any right hereunder on the part of Holder operates as a waiver of the
right or otherwise prejudices Holder’s rights, powers or remedies.
  (i)            
Notice.  Any
notice, request or other document required or permitted to be given or delivered
by either party to the other must be delivered in accordance with the notice
provisions of the Purchase Agreement.
  (j)          
  Successors and
Assigns.  Subject to applicable securities laws, this Warrant
inures to the benefit of and binds the successors and permitted assigns of the
Company and the Holder.
  (k)          
 Amendment.  Any
amendment of this Warrant must be in writing and signed by both the Company and
the Holder.
  (l)            
Severability.  Wherever
possible, each provision of this Warrant must be interpreted under applicable
law, but if any provision of this Warrant is prohibited by or invalid under
applicable law, the provision is ineffective to the extent of the prohibition or
invalidity, without invalidating the remaining provisions of this
Warrant.
  (m)           Headings.  The
headings used in this Warrant are for the convenience of reference only and are
not, for any purpose, deemed a part of this Warrant.
  In
witness whereof the Company has caused this Warrant to be executed by its duly
authorized officer.
  Dated:  May
_____, 2008
 RED
      LAKE EXPLORATION, INC.By:
                  /s/Caitlin
      Jeffs, President
  16
 
 NOTICE
OF EXERCISE
 
 To:           Red
Lake Exploration, Inc.
 
 The
undersigned hereby elects to purchase __________Warrant Shares pursuant to the
terms of the attached Warrant, and tenders payment of the exercise price in full
in lawful money of the United States, together with all applicable transfer
taxes, if any.
  Please
deliver the Warrant Shares to the following:
        
 
  Signature
of Holder or authorized signatory of Holder
  Name of
Holder: _________________________________________________
  Name of
authorized signatory:_______________________________________
  Title of
authorized signatory:________________________________________
  Date:__________________________________________________________
     17