Del Toro Silver Corp. - Exhibit 10.15 - Filed by newsfilecorp.com






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

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

PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT 

  (Non-US Subscribers) 

	TO: 	Del Toro Silver Corp. (the
      “Company”) 
	 	400 - 409 Granville
      Street  
	  	Vancouver, BC, Canada V6C 1T2
  


PURCHASE OF UNITS 

1.                
 Subscription 

1.1               
On the basis of the representations and warranties and subject to the
terms and conditions set forth herein, the undersigned (the “Subscriber”)
hereby irrevocably subscribes for and agrees to purchase units (the
“Units”) of the Company at a price of $0.075 per Unit (such subscription
and agreement to purchase being the “Subscription”), for an aggregate
purchase price as set out on the signature page of this Subscription Agreement
(the “Subscription Proceeds”) which is tendered herewith, on the basis of
the representations and warranties and subject to the terms and conditions set
forth herein. 

1.2               
Each Unit will consist of one common share in the capital of the
Company (each, a “Share”) and one common share purchase warrant (each, a
“Warrant”) subject to adjustment. Each Warrant shall be non-transferable.
Each Warrant shall entitle the holder thereof to purchase one common share in
the capital of the Company (each, a “Warrant Share”), as presently
constituted, for a period of one year commencing from the Closing Date (as
defined herein) at an exercise price of $0.15 per Warrant Share. Certificates
representing the Warrants will be in the form attached as Exhibit B hereto. The
Shares, Warrants and Warrant Shares are referred to herein as the
“Securities”. 

1.3               
The Company hereby agrees to sell, on the basis of the representations
and warranties and subject to the terms and conditions set forth herein, the
Units to the Subscriber. Subject to the terms hereof, the Subscription Agreement
will be effective upon its acceptance by the Company. 

1.4               
Unless otherwise provided, all dollar amounts referred to in this
Subscription Agreement are in lawful money of the United States of America. 

2.                 
  Payment

2.1               
The Subscription Proceeds must accompany this Subscription and shall be
paid by certified cheque or bank draft drawn on a Canadian chartered bank, and
made payable and delivered to the Company. Alternatively, the Subscription
Proceeds may be wired to the Company or its lawyers pursuant to wiring
instructions 




- 2 - 

that will be provided to the Subscriber upon request. If the
funds are wired to the Company’s lawyers, those lawyers are authorized to
immediately deliver the funds to the Company. 

2.2               
The Subscriber acknowledges and agrees that this Subscription
Agreement, the Subscription Proceeds and any other documents delivered in
connection herewith will be held on behalf of the Company. In the event that
this Subscription Agreement is not accepted by the Company for whatever reason,
which the Company expressly reserves the right to do, within 45 days of the
delivery of an executed Subscription Agreement by the Subscriber, this
Subscription Agreement, the Subscription Proceeds (without interest thereon) and
any other documents delivered in connection herewith will be returned to the
Subscriber at the address of the Subscriber as set forth in this Subscription
Agreement. 

2.3               
Where the Subscription Proceeds are paid to the Company, the Company is
entitled to treat such Subscription Proceeds as an interest free loan to the
Company until such time as the Subscription is accepted and the certificates
representing the Shares have been issued to the Subscriber. 

3.                
   Documents Required from Subscriber

3.1               
The Subscriber must complete, sign and return to the Company the
following documents: 

	 	(a) 	
      two (2) executed copies of this Subscription Agreement;
      and

	 	 	 
	 	(b) 	
      an Investor Questionnaire (the “Questionnaire”)
      attached as Exhibit A to this Subscription
Agreement.



3.2               
The Subscriber shall complete, sign and return to the Company as soon
as possible, on request by the Company, any additional documents,
questionnaires, notices and undertakings as may be required by any regulatory
authorities and applicable law. 

3.3               
Both parties to this Subscription Agreement acknowledge and agree that Clark
Wilson LLP has acted as counsel only to the Company and is not protecting the
rights and interests of the Subscriber. The Subscriber acknowledges and agrees
that the Company and Clark Wilson LLP have given the Subscriber the opportunity
to seek, and have recommended that the Subscriber obtain, independent legal
advice with respect to the subject matter of this Subscription Agreement and,
further, the Subscriber hereby represents and warrants to the Company and Clark
Wilson LLP that the Subscriber has sought independent legal advice or waives
such advice. 

4.                 
  Conditions and Closing

4.1               
Closing of the purchase and sale of the Units shall occur on or before
________________, 2010, or on such other date as may be determined by the
Company in its sole discretion (the “Closing Date”). The Subscriber
acknowledges that Units may be issued to other subscribers under this offering
(the “Offering”) before or after the Closing Date. The Company, may, at
its discretion, elect to close the Offering in one or more closings, in which
event the Company may agree with one or more subscribers (including the
Subscriber hereunder) to complete delivery of the Shares to such subscriber(s)
against payment therefore at any time on or prior to the Closing Date. 

4.2               
The Subscriber acknowledges that the certificates representing the Shares and
the Warrants will be available for delivery upon Closing provided that the
Subscriber has satisfied the requirements of Section 3 hereof and the Company
has accepted this Subscription Agreement. 

5.                 
  Acknowledgements and Agreements of Subscriber

5.1               
The Subscriber acknowledges and agrees that: 

	 	(a) 	
      none of the Securities have been or will be registered
      under the United States Securities Act of 1933, as amended (the
      “1933 Act”), or under any state securities or “blue sky” laws of
      any state of the United States, and, unless so registered, may not be
      offered or sold in the United States or, directly or indirectly, to U.S.
      Persons, as that term is defined in Regulation S under the 1933 Act
      (“Regulation S”), except in accordance with the provisions of
      Regulation S, pursuant to an







- 3 - 

	 		
      effective registration statement under the 1933 Act, or
      pursuant to an exemption from, or in a transaction not subject to, the
      registration requirements of the 1933 Act and in each case only in
      accordance with applicable state and provincial securities laws;

	 	 	 
	 	(b) 	
      the Subscriber acknowledges that the Company has not
      undertaken, and will have no obligation, to register any of the Securities
      under the 1933 Act or any other securities legislation;

	 	 	 
	 	(c) 	
      by completing the Questionnaire, the Subscriber is
      representing and warranting that the Subscriber satisfies one of the
      categories of registration and prospectus exemptions provided in National
      Instrument 45-106 (“NI 45-106”) adopted by the British Columbia
      Securities Commission (the “BCSC”) and other provincial securities
      commissions;

	 	 	 
	 	(d) 	
      the decision to execute this Subscription Agreement and
      acquire the Securities agreed to be purchased hereunder has not been based
      upon any oral or written representation as to fact or otherwise made by or
      on behalf of the Company and such decision is based entirely upon a review
      of any public information which has been filed by the Company with the
      Securities and Exchange Commission (the “SEC”) in compliance, or
      intended compliance, with applicable securities legislation;

	 	 	 
	 	(e) 	
      the Subscriber and the Subscriber’s advisor(s) have had a
      reasonable opportunity to ask questions of and receive answers from the
      Company in connection with the distribution of the Securities hereunder,
      and to obtain additional information, to the extent possessed or
      obtainable without unreasonable effort or expense, necessary to verify the
      accuracy of the information about the Company;

	 	 	 
	 	(f) 	
      the books and records of the Company were available upon
      reasonable notice for inspection, subject to certain confidentiality
      restrictions, by the Subscriber during reasonable business hours at its
      principal place of business, and all documents, records and books in
      connection with the distribution of the Securities hereunder have been
      made available for inspection by the Subscriber, the Subscriber’s lawyer
      and/or advisor(s);

	 	 	 
	 	(g) 	
      the Company is entitled to rely on the representations
      and warranties of the Subscriber contained in this Subscription Agreement
      and the Subscriber will hold harmless the Company from any loss or damage
      it or they may suffer as a result of the Subscriber’s failure to correctly
      complete this Subscription Agreement;

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

	 	 	 
	 	(i) 	
      none of the Securities are listed on any stock exchange
      or automated dealer quotation system and no representation has been made
      to the Subscriber that any of the Securities will become listed on any
      stock exchange or automated dealer quotation system;

	 	 	 
	 	(j) 	
      the Company will refuse to register any transfer of the
      Securities not made in accordance with the provisions of Regulation S,
      pursuant to an effective registration statement under the 1933 Act or
      pursuant to an available exemption from the registration requirements of
      the 1933 Act and in accordance with any other applicable securities
      laws;

	 	 	 
	 	(k) 	
      the Subscriber has been advised to consult the
      Subscriber’s own legal, tax and other advisors with respect to the merits
      and risks of an investment in the Securities and with respect to
      applicable







- 4 - 

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 jurisdiction in which the
      Subscriber is resident in connection with the distribution of the
      Securities hereunder, and

	 	 	 
	 	(ii) 	
      applicable resale
restrictions;




	 	(l) 	
      in addition to resale restrictions imposed under U.S.
      securities laws, there are additional restrictions on the Subscriber’s
      ability to resell any of the Securities in Canada under the Securities
      Act (British Columbia) (the “BC Act”) and National Instrument
      51-102 as adopted by the BCSC;

	 	 	 
	 	(m) 	
      the Company has advised the Subscriber that the Company
      is relying on an exemption from the requirements to provide the Subscriber
      with a prospectus to issue the Securities and, as a consequence of
      acquiring the Securities pursuant to such exemption certain protections,
      rights and remedies provided by the applicable securities legislation of
      British Columbia including statutory rights of rescission or damages, will
      not be available to the Subscriber;

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

	 	 	 
	 	(o) 	
      no documents in connection with the sale of the
      Securities hereunder have been reviewed by the SEC or any state securities
      administrators;

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

	 	 	 
	 	(q) 	
      this Subscription Agreement is not enforceable by the
      Subscriber unless it has been accepted by the
Company.



6.                 
Representations, Warranties and Covenants of the Subscriber


6.1               
The Subscriber hereby represents and warrants to and covenants with the Company
(which representations, warranties and covenants shall survive the Closing)
that: 

	 	(a) 	
      the Subscriber is not a U.S. Person;

	 	 	 
	 	(b) 	
      the Subscriber has the legal capacity and competence to
      enter into and execute this Subscription Agreement and to take all actions
      required pursuant hereto;

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

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

	 	 	 
	 	(e) 	
      the Subscriber has received and carefully read this
      Subscription Agreement;

	 	 	 
	 	(f) 	
      the Subscriber is resident in the jurisdiction set out
      under the heading “Name and Address of Subscriber” on the signature page
      of this Subscription Agreement;

	 	 	 
	 	(g) 	
      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,







- 5 - 

	 	(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,

	 	 	 	 
	 	(iii) 	
      acknowledges 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 or resale of any of the
      Securities,

	 	 	 	 
	 	(iv) 	
      represents and warrants that the acquisition 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, and

	 	 	 	 
	 	(v) 	
      the Subscriber will, if requested by the Company, deliver
      to the Company a certificate or opinion of local counsel from the
      International Jurisdiction which will confirm the matters referred to in
      subparagraphs (ii), (iii) and (iv) above to the satisfaction of the
      Company, acting reasonably;




	 	(h) 	
      the Subscriber is purchasing the Securities as principal
      for investment only and not with a view to, or for, resale, distribution
      or fractionalization thereof, in whole or in part, and, in particular, it
      has no intention to distribute either directly or indirectly any of the
      Securities in the United States or to U.S. Persons;

	 	 	 
	 	(i) 	
      the Subscriber is aware that an investment in the Company
      is speculative and involves certain risks, including the possible loss of
      the entire investment;

	 	 	 
	 	(j) 	
      the Subscriber has made an independent examination and
      investigation of an investment in the Securities and the Company and has
      depended on the advice of its legal and financial advisors and agrees that
      the Company will not be responsible in any way whatsoever for the
      Subscriber’s decision to invest in the Securities and the
  Company;

	 	 	 
	 	(k) 	
      the Subscriber (i) has adequate net worth and means of
      providing for its current financial needs and possible personal
      contingencies, (ii) has no need for liquidity in this investment, and
      (iii) is able to bear the economic risks of an investment in the
      Securities for an indefinite period of time;

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

	 	 	 
	 	(m) 	
      the Subscriber (i) is able to fend for him/her/itself in
      the Subscription; (ii) has such knowledge and experience in business
      matters as to be capable of evaluating the merits and risks of its
      prospective investment in the Securities; and (iii) has the ability to
      bear the economic risks of its prospective investment and can afford the
      complete loss of such investment;

	 	 	 
	 	(n) 	
      the Subscriber is outside the United States when
      receiving and executing this Subscription Agreement;

	 	 	 
	 	(o) 	
      the Subscriber understands and agrees that offers and
      sales of any of the Securities prior to the expiration of the period
      specified in Regulation S (such period hereinafter referred to as
    the







- 6 - 

	 		
      “Distribution Compliance Period”) shall only be
      made in compliance with the safe harbor provisions set forth in Regulation
      S, pursuant to the registration provisions of the 1933 Act or an exemption
      therefrom, and that all offers and sales after the Distribution Compliance
      Period shall be made only in compliance with the registration provisions
      of the 1933 Act or an exemption therefrom and in each case only in
      accordance with applicable state and provincial securities laws;

	 	 	 
	 	(p) 	
      the Subscriber understands and agrees not to engage in
      any hedging transactions involving any of the Securities unless such
      transactions are in compliance with the provisions of the 1933 Act and in
      each case only in accordance with applicable state and provincial
      securities laws;

	 	 	 
	 	(q) 	
      the Subscriber acknowledges that it has not acquired the
      Securities as a result of, and will not itself engage in, 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; provided, however, that
      the Subscriber may sell or otherwise dispose of any of the Securities
      pursuant to registration of any of the Securities pursuant to the 1933 Act
      and any applicable securities laws or under an exemption from such
      registration requirements and as otherwise provided herein;

	 	 	 
	 	(r) 	
      the Subscriber understands and agrees that none of the
      Securities have been registered under the 1933 Act, or under any state
      securities or “blue sky” laws of any state of the United States, and,
      unless so registered, may not be offered or sold in the United States or,
      directly or indirectly, to U.S. Persons except in accordance with the
      provisions of Regulation S, pursuant to an effective registration
      statement under the 1933 Act, or pursuant to an exemption from, or in a
      transaction not subject to, the registration requirements of the 1933 Act
      and in each case only in accordance with applicable state and provincial
      securities laws;

	 	 	 
	 	(s) 	
      the Subscriber is not an underwriter of, or dealer in,
      the shares of common stock of the Company, nor is the Subscriber
      participating, pursuant to a contractual agreement or otherwise, in the
      distribution of the Securities;

	 	 	 
	 	(t) 	
      the Subscriber understands and agrees that the Company
      will refuse to register any transfer of the Securities not made in
      accordance with the provisions of Regulation S, pursuant to an effective
      registration statement under the 1933 Act or pursuant to an available
      exemption from the registration requirements of the 1933 Act;

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

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




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

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

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

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



6.2               
In this Subscription Agreement, the term “U.S. Person” shall have the
meaning ascribed thereto in Regulation S promulgated under the 1933 Act and for
the purpose of the Subscription Agreement includes any person in the United
States. 




- 7 - 

7.                 
  Representations and Warranties will be Relied Upon by the Company

7.1               
The Subscriber acknowledges that the representations and warranties contained
herein and in the Questionnaire, if applicable, are made by it with the
intention that such representations and warranties may be relied upon by the
Company and its legal counsel in determining the Subscriber’s eligibility to
purchase the Securities under applicable securities legislation, or (if
applicable) the eligibility of others on whose behalf it is contracting
hereunder to purchase the Securities under applicable securities legislation.
The Subscriber further agrees that by accepting delivery of the certificates
representing the Securities on the Closing Date, it will be representing and
warranting that the representations and warranties contained herein and in the
Questionnaire, if applicable, are true and correct as at the Closing Date with
the same force and effect as if they had been made by the Subscriber on the
Closing Date and that they will survive the purchase by the Subscriber of the
Securities and will continue in full force and effect notwithstanding any
subsequent disposition by the Subscriber of such Securities. 

8.                 
Acknowledgement and Waiver 

8.1               
The Subscriber has acknowledged that the decision to acquire the
Securities was solely made on the basis of publicly available information. The
Subscriber hereby waives, to the fullest extent permitted by law, any rights of
withdrawal, rescission or compensation for damages to which the Subscriber might
be entitled in connection with the distribution of any of the Securities. 

9.                
 Legending and Registration of Subject Securities


9.1               
If the Subscriber is a resident of British Columbia, the Subscriber hereby
consents to the placement of a legend on any certificate orthe Subscriber
consents to the placement of a legend on any certificate or other document
evidencing any of the Securities to the effect that such securities have not
been registered under the 1933 Act, any state securities or “blue sky” laws, or
under the prospectus and registration requirements of any applicable Canadian
securities laws, and setting forth or referring to the restrictions on
transferability and sale thereof contained in this Subscription Agreement, such
legend to be substantially as follows: 

“THE SECURITIES REPRESENTED HEREBY
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”). NONE OF THE SECURITIES REPRESENTED
HEREBY 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. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE
SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. 

UNLESS OTHERWISE PERMITTED UNDER
SECURITIES LEGISLATION, THE HOLDER OF THESE SECURITIES MUST NOT TRADE THE
SECURITIES IN OR FROM BRITISH COLUMBIA UNLESS THE CONDITIONS IN SECTION 12(2) OF
BC INSTRUMENT 51-509 ISSUERS QUOTED IN THE U.S. OVER-THE-COUNTER MARKET ARE
MET.” 

9.2               
If the Subscriber is not a resident of British Columbia, the Subscriber hereby
consents to the placement of a legend on any certificate or other document
evidencing any of the Securities to the effect that such securities have not
been registered under the 1933 Act or any state securities or “blue sky” laws
and setting forth or 




- 8 - 

referring to the restrictions on transferability and sale
thereof contained in this Subscription Agreement such legend to be substantially
as follows: 

“THE SECURITIES REPRESENTED HEREBY
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”). NONE OF THE SECURITIES REPRESENTED
HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES
LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR
INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS 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. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE
SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT.” 

9.3               
The Subscriber hereby acknowledges and agrees to the Company making a
notation on its records or giving instructions to the registrar and transfer
agent of the Company in order to implement the restrictions on transfer set
forth and described in this Subscription Agreement. 

10.              
   Resale Restrictions

10.1             
The Subscriber acknowledges that any resale of any of the Securities will be
subject to resale restrictions contained in the securities legislation
applicable to the Subscriber or proposed transferee. The Subscriber acknowledges
that none of the Securities have been registered under the 1933 Act or the
securities laws of any state of the United States. The Securities may not be
offered or sold in the United States unless registered in accordance with
federal securities laws and all applicable state securities laws or exemptions
from such registration requirements are available. 

10.2             
The Subscriber acknowledges that the Securities are subject to resale
restrictions in Canada and may not be traded in Canada except as permitted by
the applicable provincial securities laws and the rules made thereunder. 

10.3              If
the Subscriber is not a resident of British Columbia, the Subscriber represents,
warrants and acknowledges that: 

	 	(a) 	
      pursuant to British Columbia Instrument 51-509 –
      Issuers Quoted in the U.S. Over–the-Counter Markets (“BCI
      51-509”), as adopted by the BCSC, a subsequent trade in the Securities
      in or from British Columbia will be a distribution subject to the
      prospectus and registration requirements of applicable Canadian securities
      legislation (including the BC Act) unless certain conditions are met,
      which conditions include, among others, a requirement that any certificate
      representing the Securities (or ownership statement issued under a direct
      registration system or other book entry system) bear the restrictive
      legend (the “BC Legend”) specified in BCI 51-509;

	 	 	 
	 	(b) 	
      the Subscriber is not a resident of British Columbia and
      undertakes not to trade or resell any of the Securities in or from British
      Columbia unless the trade or resale is made in accordance with BCI 51-509.
      The Subscriber understands and agrees that the Company and others will
      rely upon the truth and accuracy of these representations and warranties
      made in this Section 10.3 and agrees that if such representations and
      warranties are no longer accurate or have been breached, the Subscriber
      shall immediately notify the Company;







- 9 - 

	 	(c) 	
      by executing and delivering this Agreement and as a
      consequence of the representations and warranties made by the Subscriber
      in this Section 10.3, the Subscriber will have directed the Company not to
      include the BC Legend on any certificates representing the Securities to
      be issued to the Subscriber. As a consequence, the Subscriber will not be
      able to rely on the resale provisions of BCI 51-509, and any subsequent
      trade in any of the Securities in or from British Columbia will be a
      distribution subject to the prospectus and registration requirements of
      the BC Act; and

	 	 	 
	 	(d) 	
      if the Subscriber wishes to trade or resell any of the
      Securities in or from British Columbia, the Subscriber agrees and
      undertakes to return, prior to any such trade or resale, any certificate
      representing the Securities to the Company’s transfer agent to have the BC
      Legend imprinted on such certificate or to instruct the Company’s transfer
      agent to include the BC Legend on any ownership statement issued under a
      direct registration system or other book entry
system.



11.               
Collection of Personal Information 

11.1              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 Agreement and completing the Offering. 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 Proceeds of Crime (Money Laundering) and Terrorist Financing
Act (Canada) and (e) any of the other parties involved in the Offering,
including legal counsel, and may be included in record books in connection with
the Offering. By executing this Subscription Agreement, 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) 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 identity of such undisclosed
principal as may be required by the Company in order to comply with the
foregoing. 

11.2              Furthermore,
the Subscriber is hereby notified that: 

	 	(a) 	
      the Company may deliver to a provincial securities
      commission and/or the SEC 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
      provincial securities commission under the authority granted to it in
      securities legislation, and

	 	 	 
	 	(c) 	
      such information is being collected for the purposes of
      the administration and enforcement of the securities legislation of
      Canada.



12.               
Costs 

12.1              The
Subscriber acknowledges and agrees that all costs and expenses incurred by the
Subscriber (including any fees and disbursements of any special counsel retained
by the Subscriber) relating to the purchase of the Securities shall be borne by
the Subscriber. 

13.              
   Governing Law

13.1              This
Subscription Agreement is governed by the laws of the Province of British
Columbia. 




- 10 - 

14.              
   Currency

14.1              Any
reference to currency in this Subscription Agreement is to the currency of the
United States of America unless otherwise indicated. 

15.               
  Survival

15.1              This
Subscription Agreement, including without limitation the representations,
warranties and covenants contained herein, shall survive and continue in full
force and effect and be binding upon the parties hereto notwithstanding the
completion of the purchase of the Securities by the Subscriber pursuant hereto.


16.              
   Assignment

16.1             
This Subscription Agreement is not transferable or assignable. 

17.               
  Severability

17.1              The
invalidity or unenforceability of any particular provision of this Subscription
Agreement shall not affect or limit the validity or enforceability of the
remaining provisions of this Subscription Agreement. 

18.               
  Entire Agreement

18.1             
Except as expressly provided in this Subscription Agreement and in the
agreements, instruments and other documents contemplated or provided for herein,
this Subscription Agreement contains the entire agreement between the parties
with respect to the sale of the Securities and there are no other terms,
conditions, representations or warranties, whether expressed, implied, oral or
written, by statute or common law, by the Company or by anyone else. 

19.              
   Notices

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

Del Toro Silver Corp. 
400 - 409
Granville Street 
Vancouver, British Columbia 
Canada V6C 1T2 

Attention: Mark McLeary 
Fax No.
(604) 687-6314

20.               
Counterparts and Electronic Means 

20.1              This
Subscription Agreement may be executed in any number of counterparts, each of
which, when so executed and delivered, shall constitute an original and all of
which together shall constitute one instrument. Delivery of an executed copy of
this Agreement by electronic facsimile transmission or other means of electronic
communication capable of producing a printed copy will be deemed to be execution
and delivery of this Agreement as of the date hereinafter set forth. 




- 11 - 

IN WITNESS WHEREOF the Subscriber has duly executed this
Subscription Agreement as of the date of acceptance by the Company. 

	 	 	 
	(Number of Units being purchased) 	 	(Name of Subscriber – Please type or print)
  
	 	 	 
	 	 	 
	(Total Subscription Price) 	 	(Signature and, if applicable, Office) 
	 	 	 
	 	 	 
	  	 	(Address of Subscriber) 
	 	 	 
	 	 	 
	  	 	(City, State or Province, Postal Code of
      Subscriber) 
	 	 	 
	 	 	 
	  	 	(Country of Subscriber) 
	 	 	 
	 	 	 
	  	 	(Email Address) 
	 	 	 
	 	 	 
	  	 	(Telephone Number) 






- 12 - 

A C C E P T A N C E 

The above-mentioned Subscription Agreement in respect of the
Units is hereby accepted by Del Toro Silver Corp. 

DATED at __________________________________, the _______day of
_________________, 2010. 

DEL TORO SILVER CORP. 


Per:     
__________________________________
            
Authorized Signatory




- 13 - 

EXHIBIT A 

INVESTOR QUESTIONNAIRE 

All capitalized terms herein, unless otherwise defined, have
the meanings ascribed thereto in the Subscription Agreement between Del Toro
Silver Corp. (the “Company”) and the undersigned (the
“Subscriber”). 

The purpose of this Questionnaire is to assure the Company that
the Subscriber will meet certain requirements of National Instrument 45-106
(“NI 45-106”). The Company will rely on the information contained in this
Questionnaire for the purposes of such determination. 

The Subscriber covenants, represents and warrants to the
Company that: 

	 	1. 	
      if the Subscriber is not a resident of Ontario, the
      Subscriber is (tick one or more of the following
  boxes):




	 	[  ]	(A) 	
      a director, executive officer, founder or control person
      of the Company or an affiliate of the Company

	 	 	 	 
	 	[  ]	(B) 	
      a spouse, parent, grandparent, brother, sister or child
      of a director, executive officer, founder or control person of the Company
      or an affiliate of the Company

	 	 	 	 
	 	[  ]	(C) 	
      a parent, grandparent, brother, sister or child of the
      spouse of a director, executive officer, founder or control person of the
      Company or an affiliate of the Company

	 	 	 	 
	 	[  ]	(D) 	
      a close personal friend of a director, executive officer,
      founder or control person of the Company

	 	 	 	 
	 	[  ]	(E) 	
      a close business associate of a director, executive
      officer, founder or control person of the Company or an affiliate of the
      Company

	 	 	 	 
	 	[  ]	(F) 	
      an accredited investor

	 	 	 	 
	 	[  ]	(G) 	
      a company, partnership or other entity of which a
      majority of the voting securities are beneficially owned by, or a majority
      of the directors are, persons described in paragraphs A to F

	 	 	 	 
	 	[  ]	(H) 	
      a trust or estate of which all of the beneficiaries or a
      majority of the trustees or executors are persons described in paragraphs
      A to F




	 	2. 	
      if the Subscriber has checked box B, C, D, E, G or H in
      Section 1 above, the director, executive officer, founder or control
      person of the Company with whom the undersigned has the relationship
      is:

	 	 	 
	 	 	 
	 		
      (Instructions to Subscriber: fill in the name of each
      director, executive officer, founder and control person which you have the
      above-mentioned relationship with. If you have checked box G or H, also
      indicate which of A to F describes the securityholders, directors,
      trustees or beneficiaries which qualify you as box G or H and provide the
      names of those individuals. Please attach a separate page if
      necessary).







- 14 - 

	 	3. 	if the Subscriber is resident in Ontario, the Subscriber
      is (tick one or more of the following boxes):
	 	 	 	 
			(A)	a founder of the Company
	 	 	 	 
			(B)	an affiliate of a founder of the Company
	 	 	 	 
			(C)	a spouse, parent, brother, sister, grandparent or
      child of an executive officer, director or founder of the Company
	 	 	 	 
			(D)	a control person of the Company
	 	 	 	 
			(E)	an accredited investor
	 	 	 	 
	 	4. 	if the Subscriber has checked box C in Section
      3 above, the executive officer, director or founder of the Company with
      whom the undersigned has the relationship is:
	 	 	 	 
	 	 	 	 
			(Instructions to Subscriber: fill in the name
      of each executive officer, director or founder which you have the above-mentioned
      relationship with.)
	 	 	 	 
	 	5. 	if the Subscriber has ticked box F in Section 1
      or box E in Section 3 above, the Subscriber satisfies one or more of the
      categories of “accredited investor” (as that term is defined in
      NI 45-106) indicated below (please check the appropriate box):
	 	 	 	 
			[ ]	(a) an individual who either alone or with a spouse beneficially
      owns, directly or indirectly, financial assets (as defined in NI 45-106)
      having an aggregate realizable value that before taxes, but net of any related
      liabilities, exceeds CDN$1,000,000;
	 	 	 	 
			[ ]	(b) an individual whose net income before taxes exceeded CDN$200,000
      in each of the two more recent calendar years or whose net income before
      taxes combined with that of a spouse exceeded CDN$300,000 in each of those
      years and who, in either case, reasonably expects to exceed that net income
      level in the current calendar year;
	 	 	 	 
			[ ]	(c) an individual who, either alone or with a spouse, has net
      assets of at least CDN $5,000,000;
	 	 	 	 
			[ ]	(d) a person, other than an individual or investment fund,
      that had net assets of at least CDN$5,000,000 as reflected on its most recently
      prepared financial statements.
	 	 	 	 
			[ ]	(e) a person registered under securities legislation of a jurisdiction
      of Canada as an advisor or dealer, or an individual registered or formerly
      registered as a representative of such an adviser or dealer, other than
      a limited market dealer registered under the Securities Act (Ontario)
      or the Securities Act (Newfoundland);
	 	 	 	 
			[ ]	(f) an investment fund that distributes it securities only
      to persons that are accredited investors at the time of distribution, a
      person that acquires or acquired a minimum of CDN$150,000 of value in securities,
      or a person that acquires or acquired securities under Sections 2.18 or
      2.19 of NI 45-106; or
	 	 	 	 
			[ ]	(g) a person in respect of which all of the owners of interests,
      direct, indirect or beneficial, except the voting securities required by
      law are persons or companies that are accredited investors.







- 15 - 

The Subscriber acknowledges and agrees that the Subscriber may
be required by the Company to provide such additional documentation as may be
reasonably required by the Company and its legal counsel in determining the
Subscriber’s eligibility to acquire the Securities under relevant legislation.


IN WITNESS WHEREOF, the undersigned has executed this
Questionnaire as of the ________ day of ________________, 2010. 

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






- 16 - 

EXHIBIT B 

FORM OF WARRANT 

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

UNLESS OTHERWISE PERMITTED UNDER SECURITIES LEGISLATION, THE
HOLDER OF THESE SECURITIES MUST NOT TRADE THE SECURITIES IN OR FROM BRITISH
COLUMBIA UNLESS THE CONDITIONS IN SECTION 12(2) OF BC INSTRUMENT 51-509 ISSUERS
QUOTED IN THE U.S. OVER-THE-COUNTER MARKET ARE MET. 

Warrant No. ___________ 

THESE WARRANTS WILL EXPIRE AND BECOME NULL AND VOID 
AT
_____________(______________TIME) ON ____________________, 20____. 

SHARE PURCHASE WARRANTS TO PURCHASE SHARES OF COMMON STOCK OF


DEL TORO SILVER CORP. 

THIS IS TO CERTIFY THAT _____________________, (the
“Holder”) of ________________, has the right to purchase, upon and
subject to the terms and conditions hereinafter referred to, up to
_______________ fully paid and non-assessable shares of common stock (the
“Shares”) in the capital of Del Toro Silver Corp. (the “Company”)
on or before _______p.m. (________time) on ____________________, 20____ (the
“Expiry Date”) at a price per Share of US$0.15 (the “Exercise Price”) on
the terms and conditions attached hereto as Appendix A (the “Terms and
Conditions”). 

	 	1. 	
      ONE (1) WARRANT AND THE EXERCISE PRICE ARE REQUIRED TO
      PURCHASE ONE SHARE. THIS CERTIFICATE REPRESENTS __________________
      WARRANTS.

	 	 	 
	 	2. 	
      These Warrants are issued subject to the Terms and
      Conditions, and the Warrant Holder may exercise the right to purchase
      Shares only in accordance with those Terms and Conditions.

	 	 	 
	 	3. 	
      Nothing contained herein or in the Terms and Conditions
      will confer any right upon the Holder hereof or any other person to
      subscribe for or purchase any Shares at any time subsequent to the Expiry
      Date, and from and after such time, this Warrant and all rights hereunder
      will be void and of no value.



IN WITNESS WHEREOF the Company has executed this Warrant
Certificate this ________ day of _________________, 2010. 

DEL TORO SILVER CORP. 

Per:     
__________________________________
            
Authorized Signatory




APPENDIX A 

TERMS AND CONDITIONS dated _____________________, 2010,
attached to the Warrants issued by Del Toro Silver Corp. 

1.              
   INTERPRETATION

1.1              Definitions


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

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

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

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

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

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

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

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

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



1.2              Gender


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

1.3              Interpretation
not affected by Headings 

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

1.4             
Applicable Law 

The Warrant and the terms hereof are governed by the laws of
the Province of British Columbia. The Holder, in its personal or corporate
capacity and, if applicable, on behalf of each beneficial purchaser for whom it
is acting, irrevocably attorns to the jurisdiction of the courts of the Province
of British Columbia. 




- 18 - 

2.              
   ISSUE OF WARRANTS

2.1              Additional
Warrants 

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

2.2              Warrants
  to Rank Pari Passu

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

2.3              Issue
in substitution for Lost Warrants 

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

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



2.4              Warrant
Holder Not a Shareholder 

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

3.               
  NOTICE

3.1             
Notice to Warrant Holders 

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

3.2             
Notice to the Company 

Any notice required or permitted to be given to the Company
will be in writing and may be given by prepaid registered post, electronic
facsimile transmission or other means of electronic communication capable of
producing a printed copy to the address of the Company set forth below or such
other address as the Company may specify by notice in writing to the Holder, and
any such notice will be deemed to have been given and received by the Company to
whom it was addressed if mailed, on the third day following the mailing thereof,
if by facsimile or other 




- 19 - 

electronic communication, on successful transmission, or, if
delivered, on delivery; but if at the time or mailing or between the time of
mailing and the third business day thereafter there is a strike, lockout, or
other labour disturbance affecting postal service, then the notice will not be
effectively given until actually delivered: 

Del Toro Silver Corp. 
400 - 409
Granville Street 
Vancouver, British Columbia 
Canada V6C 1T2 

Attention: Mark McLeary 
Fax No.
(604) 687-6314

4.          
     EXERCISE OF WARRANTS


4.1      
       Method of Exercise of Warrants


The right to purchase shares conferred by the Warrants may be
exercised by the Holder surrendering the Warrant Certificate representing same,
with a duly completed and executed subscription in the form attached hereto and
a bank draft or certified cheque payable to the Company for the purchase price
applicable at the time of surrender in respect of the shares subscribed for in
lawful money of the United States of America, to the Company at the address set
forth in, or from time to time specified by the Company pursuant to, Section
3.2. 

4.2      
       Effect of Exercise of
Warrants 

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

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



4.3      
       Subscription for Less Than
Entitlement 

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


4.4    
         Warrants for
Fractions of Shares 

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

4.5      
       Expiration of Warrants


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




- 20 - 

4.6             
Time of Essence 

Time will be of the essence hereof. 

4.7              Subscription
Price 

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

4.8              Adjustment
of Exercise Price 

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

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

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

	 	 	 	 
	 			
      In any such case, if necessary, appropriate adjustments
      will be made in the application of the provisions of this Section 4.8
      relating to the rights and interest thereafter of the Holders of the
      Warrants so that the provisions of this Section 4.8 will be made
      applicable as nearly as reasonably possible to any shares or other
      securities deliverable after the Reorganization on the exercise of the
      Warrants.

	 	 	 	 
	 			
      The subdivision or consolidation of shares at any time
      outstanding into a greater or lesser number of shares (whether with or
      without par value) will not be deemed to be a Reorganization for the
      purposes of this clause 4.8(a)(ii).

	 	 	 	 
	 	(b) 	
      The adjustments provided for in this Section 4.8 are
      cumulative and will become effective immediately after the record date or,
      if no record date is fixed, the effective date of the event which results
      in such adjustments.



4.9        
     Determination of Adjustments 

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




- 21 - 

5.               
  WAIVER OF CERTAIN RIGHTS

5.1              Immunity
of Shareholders, etc. 

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


6.        
         MODIFICATION OF TERMS, ETC.

6.1      
       Modification of Terms and
Conditions for Certain Purposes 

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

7.         
        WARRANTS NOT TRANSFERABLE

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


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

DEL TORO SILVER CORP. 


Per:     
__________________________________
            
Authorized Signatory 




- 22 - 

FORM OF SUBSCRIPTION 

	TO: 	Del Toro Silver Corp. 
	  	400 - 409 Granville Street 
	  	Vancouver, British Columbia

	 	Canada V6C 1T2 
	  	  
	  	Attention: Mark McLeary 
	  	Fax No. (604) 687-6314
  



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

	
       

	
      The undersigned represents that, at the time of the
      exercise of these Warrants, all of the representations and warranties
      contained in subsections 6.1 and 10.3 of the Subscription Agreement
      between the Company and the undersigned pursuant to which these Warrants
      were issued are true and accurate. 

	
       

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




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


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

DATED this ________day of __________________, ______. 

In the presence of: 

	 	 	 
	Signature of Witness 	 	Signature of Warrant Holder



Please print below your name and address in full. 

	Name (Mr./Mrs./Miss) 	 	 
	 	 	 
	Address 	 	 
	 	 	 
	 	 	 


INSTRUCTIONS FOR SUBSCRIPTION 

The signature to the subscription must correspond in every
particular with the name written upon the face of the Warrant without alteration
or enlargement or any change whatever. If there is more than one subscriber, all
must sign. In the case of persons signing by agent or attorney or by personal
representative(s), the authority of such agent, attorney or representative(s) to
sign must be proven to the satisfaction of the Company. If the Warrant
certificate and the form of subscription are being forwarded by mail, registered
mail must be employed.