Filed by Automated Filing Services Inc. (604) 609-0244 - Kirkland Lake Gold Inc. - Exhibit 4.21






PLACING LETTER - UK PLACEES 

STRICTLY PRIVATE & CONFIDENTIAL 


[NAME OF INSTITUTION SUBSCRIBING] 


Attention:
[                           
] 


	Number of Shares placed firm with you: 	  
	Value of Shares placed firm with you at £2.70
      per Common 
Share: 	£ 

	If Payment not by DVP then Payment due by
      noon on: 	5 November 2004 



5 November 2004 

Dear Sir/Madam 

Kirkland Lake Gold Inc. (the “Corporation”)

Proposed Placing in the UK (the “Placing”) of up to 1,851,852 Common
Shares in the 
Corporation without par value (the “Placing Shares”) at £2.70
per Share (the “Placing Price”) 

The Corporation is proposing to raise approximately
£5,000,000 prior to expenses by way of the Placing. Accordingly, the
Corporation has entered into an agreement (the “Placing Agreement”) with
Canaccord Capital (Europe) Limited (“Canaccord”) pursuant to which,
subject to certain conditions, Canaccord will use its reasonable endeavours to
procure subscribers for the Placing Shares at the Placing Price.

The Placing Shares identified in the above box are being
offered to you by Canaccord for subscription or purchase at the Placing Price.
If you accept the offer on the terms of this letter, you will have entered into
an agreement to subscribe for or purchase the number of Placing Shares placed
firm with you as referred to in the box above (“Placing Participation”).


Issuance and Admission 

The common shares of the Corporation have been admitted to
trading on the AIM Market operated by London Stock Exchange plc (“AIM”).
The Corporation shall also apply for the Placing Shares to be admitted to
trading on AIM. 

The Placing Shares which are subject to the Placing will, upon
issue or sale, rank pari passu in all respects with the other common
shares of the Corporation, including the right to receive dividends and other
distributions, if any. 

Conditions 

Your Placing Participation is conditional on the Placing
Agreement becoming unconditional in all respects and not having been terminated
in accordance with its terms. 

The Placing Agreement contains certain warranties and
indemnities for the benefit of Canaccord. Canaccord may, in its absolute
discretion, terminate the Placing Agreement if, among other things, the 

	McCarthy Tétrault DMS-LONDONUK #4517353 v. 2 	November 5, 2004 






- 2 - 

Corporation fails to comply with its obligations under the
Placing Agreement or any of the warranties becomes false and is not rectified or
is breached in a material way. 

If the Placing Agreement does not become unconditional in all
respects or is terminated, the Placing will not proceed. 

The exercise by Canaccord of any right of termination or any
right of waiver exercisable by Canaccord contained in the Placing Agreement or
the exercise of any discretion under this letter is within the absolute
discretion of Canaccord and it will not have any liability to you whatsoever in
connection with any decision to exercise or not exercise any such rights. 

Stamp duty and stamp duty reserve tax 

No stamp duty or stamp duty reserve tax is payable in
connection with the issue of the Placing Shares to subscribers pursuant to the
Placing, unless they fall within certain categories of person to whom a special
charge to stamp duty reserve tax applies. By completing the enclosed Letter of
Confirmation you will confirm that you (and any person on whose behalf you are
applying) are not a person falling within such categories. 

Settlement

The Placing Shares will be delivered directly into your CREST
account, provided payment has been made in terms satisfactory to us and the
details provided by you are sufficient to allow CREST to match the system to the
CREST account specified, the Placing Shares comprised in your Placing
Participation are expected to be delivered to the CREST account in the form of
CREST depositary interests which you specify on the attached letter of
confirmation (“Letter of Confirmation”). The Letter of Confirmation
should be returned to us by no later than 9 November 2004. 

Subject to the conditions set out above you should provide your
settlement details in order to enable instructions to be successfully matched in
CREST. The relevant settlement details are as follows:

	 	CREST participant ID of Canaccord : 	805 
	 	 	 
	 	Trade date: 	5 November 2004 
	 	 	 
	 	Settlement date: 	16 November 2004 
	 	 	 
	 	Trade System of Origin: 	leave blank 
	 	 	 
	 	ISIN code for the Shares: 	CA 49740P1062 
	 	 	 
	 	Stampable Consideration Field: 	leave blank 
	 	 	 
	 	Transaction stamp status: 	leave blank 
	 	 	 
	 	Agent indicator: 	none 
	 	 	 
	 	Deadline for you to input instructions into
      CREST: 	3.00 pm GMT on 12
      November 2004 


Delivery of the Placing Participation will be against payment.


The Letter of Confirmation accompanying this letter contains
details of the information which we will require from you in order to deliver
your Placing Participation into your CREST account if you so wish. If you
provide insufficient CREST details to match the CREST system to your details,
you will be required to provide the relevant outstanding details. 




- 3 - 

Money Laundering Regulations 

It is a term of the agreement evidenced by this letter that, to
ensure compliance with the Money Laundering Regulations 2003 (the
“Regulations”), Canaccord may, in its absolute discretion, require
verification of your identity to the extent that you have not already provided
it. Pending the provision to Canaccord of evidence of your identity which is
sufficient in its opinion to satisfy its obligations under the Regulations,
definitive certificates may be retained at Canaccord’s absolute discretion. If
within a reasonable time after a request for verification of identity Canaccord
has not received evidence satisfactory to it, Canaccord may, in its absolute
discretion, terminate your placing commitment in which event the monies payable
on your acceptance of the Placing Participation will, if paid, be returned
without interest to the account of the bank from which they were originally
debited. 

Confirmations and Warranties 

	1. 	
      You acknowledge and agree that acceptance of your Placing
      Participation on the terms set out in this letter is irrevocable and is
      not capable of termination or rescission by you in any
    circumstances.

	 	 	 
	2. 	
      By returning the attached Letter of Confirmation to
      Canaccord, you warrant to Canaccord, for itself and for the benefit of the
      Corporation, its directors and its and their respective advisers
    that:

	 	 	 
		(a) 	
      in making your application under the Placing, you have
      not relied on, received nor requested any information or any
      representations, warranties, agreements or undertakings (express or
      implied), statutory or otherwise, written or oral, or statements made at
      any time by the Corporation or Canaccord or by any subsidiary, holding
      company, branch or associate of the Corporation or Canaccord, or any of
      their respective officers, directors, agents, employees or advisers, or
      any other person;

	 	 	 
		(b) 	
      you have not received, nor have you requested, nor do you
      have any need to receive, any prospectus, admission document, offering
      memorandum, or any other document describing the business and affairs of
      the Corporation which has been prepared for delivery to prospective
      purchasers in order to assist them in making an investment decision in
      respect of the Placing Shares;

	 	 	 
		(c) 	
      you are sufficiently knowledgeable to understand and be
      aware of the risks associated with, and other characteristics of, the
      Placing Shares and, among others, of the fact that you may not be able to
      resell the Placing Shares;

	 	 	 
		(d) 	
      you are a person of a kind described in paragraph 2(a) of
      Article 7 of the Public Offers of Securities Regulations 1995;

	 	 	 
		(e) 	
      you are a person falling within one or more of the
      categories of persons set out in Article 19 (Investment Professionals) or
      Article 49 (High net worth companies, unincorporated associations etc) of
      the Financial Services and Markets Act 2000 (Financial Promotion) Order
      2001;

	 	 	 
		(f) 	
      you have complied with all relevant laws of all relevant
      jurisdictions, obtained all requisite governmental or other consents which
      may be required in connection with your Placing Participation, complied
      with all requisite formalities and that you have not taken any action or
      omitted to take any action which will or may result in Canaccord, the
      Corporation or any of their respective directors, officers, agents,
      employees or advisers acting in breach of the legal or regulatory
      requirements of any jurisdiction in connection with the Placing or your
      application;







- 4 - 

	 	(g) 	
      you are resident in the jurisdiction shown on the first
      page of this Placing Letter and are not a person who is resident in, or
      citizen of, the United States, Canada, Australia, Republic of Ireland,
      Japan or South Africa (or an agent or nominee of such person);

	 	 	 
	 	(h) 	
      if a company, you are a valid and subsisting company and
      have all the necessary corporate capacity and authority to execute your
      obligations in connection with the Placing Participation;

	 	 	 
	 	(i) 	
      you are not applying for registration as, or as a nominee
      or agent for, a person who is or may be a person mentioned in sections 67
      to 72 inclusive and sections 93 to 97 inclusive of the Finance Act
      1986.




	3. 	
      You acknowledge to Canaccord, for itself and for the
      benefit of the Corporation, its directors and its and their respective
      advisers and agree that:

	 	 	 	 
		(a) 	
      Canaccord is not acting for you and that you do not
      expect Canaccord to have any duties or responsibilities towards you for
      providing protections afforded to its customers or clients under the
      Conduct of Business Source Book of the Financial Services Authority
      (“FSA”) or advising you with regard to your Placing Participation
      and that you are not, and will not be, a customer or client of Canaccord
      as defined by the FSA Conduct of Business Source Book. Likewise, Canaccord
      will not treat any payment by you pursuant to this agreement as client
      money governed by the FSA

	 	 	 	 
			
      Conduct of Business Source Book;

	 	 	 	 
		(b) 	
      the Placing Shares have not been and will not be
      registered under the US Securities Act of 1933 or the relevant, Canadian,
      Irish, Japanese, Australian or South African securities legislation and
      therefore the Placing Shares may not be offered, sold, transferred or
      delivered, and you are not purchasing the Placing Shares with a view to
      their resale, directly or indirectly into the United States, Canada,
      Japan, Australia, South Africa or the Republic of Ireland or their
      respective territories and possessions, except, in the case of the United
      States, pursuant to an exemption from or in a transaction not subject to
      the registration requirements of the US Securities Act of 1933;

	 	 	 	 
		(c) 	
      the Placing Shares have not been and will not be
      qualified by a prospectus under any securities legislation of Canada and
      may not be offered, sold, delivered or transferred directly or indirectly
      into Canada except;

	 	 	 	 
			(i) 	
      on or after a date that is four months and one day from
      the date of completion of the Placing; or

	 	 	 	 
			(ii) 	
      on or before a date that is four months from the date of
      completion of the Placing unless permitted under applicable Canadian
      securities legislation and consented to by the Toronto Stock
    Exchange;

	 	 	 	 
		(d) 	
      prior to a date that is four months and one day from the
      date of completion of the Placing:

	 	 	 	 
			(i) 	
      the Placing Shares cannot be traded through the
      facilities of the Toronto Stock Exchange since they are not freely
      transferable in Canada before that date, and consequently any certificate
      representing such securities is not “good delivery” in settlement of
      transactions on the Toronto Stock Exchange prior to that date;
  and







- 5 - 

	 	(ii) 	
      you undertake that you shall not sell, transfer or
      otherwise dispose of the Placing Shares in Canada contrary to 3(c) above
      and you shall use your “reasonable best endeavours” to prevent any such
      sale, transfer or other disposition of the Placing Shares. “Reasonable
      best endeavours” as used in this clause 3(d) includes but is not limited
      to (i) procuring an undertaking from any subsequent purchaser or
      transferee of its Placing Shares that such purchaser or transferee is not
      a resident of Canada and agrees to be bound by this paragraph and (ii)
      trading (subject to their admission to trading on AIM) the Placing Shares
      only through the facilities of AIM.




	 	(e) 	
      you are aware that:




	 	(i) 	
      AIM is a market designed primarily for emerging or
      smaller companies to which a higher investment risk tends to be attached
      than to larger or more established companies and that the rules of AIM are
      less demanding than those applicable to a listing on the Official List of
      the UK Listing Authority;

	 	 	 
	 	(ii) 	
      no securities commission or similar regulatory authority
      has reviewed or passed on the merits of the Placing Shares,

	 	 	 
	 	(iii) 	
      there is no government or other insurance covering the
      Placing Shares,

	 	 	 
	 	(iv) 	
      there are risks associated with the purchase of the
      Placing Shares,

	 	 	 
	 	(v) 	
      there are restrictions on your ability to resell the
      Placing Shares and it is your responsibility to find out what those
      restrictions are and to comply with them before selling the Placing
      Shares, and

	 	 	 
	 	(vi) 	
      the Corporation has advised you that it is relying on
      exemptions from the requirements to provide you with a prospectus and to
      sell securities through a person registered to sell securities under the
      Securities Act (British Columbia) (together with the rules,
      policies, instruments and orders thereunder, the “BC Act”) and, as
      a consequence of acquiring securities pursuant to these exemptions,
      certain protections, rights and remedies provided by the BC Act, including
      statutory rights of rescission or damages, will not be available to
      you.




	4. 	
      You confirm to Canaccord, for itself and for the benefit
      of the Corporation, its directors and its and their respective advisers
      that:

	 	 	 
		(a) 	
      to the extent applicable to you, you are aware of your
      obligations in connection with the Criminal Justice Act 1993, you have
      identified your clients in accordance with the Money Laundering
      Regulations 2003 and you have complied fully with your obligations
      pursuant to those Regulations; and

	 	 	 
		(b) 	
      you are acting as principal and for no other person and
      that your acceptance of the Placing Participation will not give any other
      person a contractual right to require the issue by the Corporation or
      transfer of any Placing Share.







- 6 - 

Further Terms 

	5. 	
      The agreement confirmed by this letter (and your
      signature and return to us of the attached Letter of Confirmation) is a
      legally binding contract and the terms and conditions of your Placing
      Participation will be governed by, and construed in accordance with, the
      laws of England to the exclusive jurisdiction of whose courts you
      irrevocably agree to submit.

	 	 
	6. 	
      Time shall be of the essence as regards obligations
      pursuant to this letter and the Letter of Confirmation.

	 	 
	7. 	
      No person receiving a copy of this letter in any
      territory other than the United Kingdom may treat it either as
      constituting an offer or invitation to him to purchase or subscribe for
      the Placing Shares nor should he in any event purchase the Placing Shares
      unless such an invitation or purchase complies with any registration or
      other legal requirements in the relevant territory. It is the
      responsibility of any person outside the United Kingdom wishing to
      purchase the Placing Shares to satisfy himself that, in doing so, he
      complies with the laws of any relevant territory in connection with such
      purchase and that he obtains any requisite governmental or other consents
      and observes any other applicable formalities.

	 	 
	8. 	
      This letter does not constitute an offer to sell, or the
      solicitation of an offer to buy or to subscribe for, the Placing Shares in
      any jurisdiction in which such an offer or solicitation is unlawful nor
      will any of them be distributed in or into the United States, Canada,
      Japan, South Africa, Australia or the Republic of Ireland except in
      transactions exempt from or not subject to the registration requirements
      of those countries’ securities legislation.

	 	 
	9. 	
      All times and dates in this letter may be subject to
      amendment and Canaccord shall notify you of any such amendments.

	 	 
	10. 	
      No term of the agreement confirmed by this letter shall
      be enforceable under the Contracts (Rights of Third Parties) Act 1999 by a
      person who is not a party to this letter other than the Corporation, its
      directors and their respective advisers and Canaccord’s
  advisers.



Acceptance 

If you wish to accept this offer, we should be grateful if you
  would return the attached Letter of Confirmation initially by fax on 020
  7518 2777 by no later than 5.00 pm GMT on • November 2004 and then
  by post to Brian Cope at Canaccord Capital (Europe) Limited, 1st Floor Brook
  House, 27 Upper Brook Street, London W1K 7QF. Failure to do so may result in
  you not receiving your allocation. 

Yours faithfully 

 

Brian Cope 
Head of Syndication 
for and on behalf
of
Canaccord Capital (Europe) Limited 




This letter must be completed and returned to Canaccord
Capital (Europe) Limited, marked for the attention of Brian Cope by no later
than 5.00 pm GMT on 9 November 2004 initially by fax on 020 7518 2777 and then
by post to Canaccord Capital (Europe) Limited, 1st Floor Brook House, 27 Upper
Brook Street, London W1K 7QF. 

LETTER OF CONFIRMATION 


	Number of Shares placed firm with us: 	  
	Value of Shares placed firm with us at £2.70
      per Common 
Share: 	£ 

	If Payment not by DVP, Payment due by noon
      on: 	• November 2004 



Dear Sirs 

Kirkland Lake Gold Inc. (the “Corporation”)

Proposed Placing in the UK (the “Placing”) of up to 1,851,852 Common
Shares in the 
Corporation without par value (the “Shares”) at £2.70 per
Common Share (the “Placing Price”) 

I/We acknowledge receipt of your letter dated 5
November 2004 (the “Placing Letter”) in connection with the
Placing. I/We confirm my/our irrevocable acceptance of a Placing participation
in respect of the number of Shares set out in the box above on the terms and
subject to the conditions contained in the Placing Letter (“Placing
Participation”). I/We agree to accept the same or smaller number of Shares
in respect of which my/our application may be accepted. 

I/We irrevocably undertake to pay for such number of Shares in
accordance with your letter. 

I/We request you to register my/our Shares in uncertificated
form (ie, within CREST). 

I/we request you to deliver title, at my/our risk, in
accordance with the instructions given below and with the deadlines and
instructions set out in the Placing Letter in respect of the Shares.

I/we confirm that I am/we are able to, and hereby, make the
confirmations, warranties and acknowledgements set out in the Placing Letter in
respect of my/our Placing Participation and that I/we am/are irrevocably bound
by the terms of the agreement set out in the Placing Letter. These
confirmations, warranties and acknowledgements are given to you for yourself and
for the benefit of the Corporation, its directors and your and their respective
advisers. 

I/we confirm that I/we are taking the Shares in uncertificated
form (ie, through CREST) and I/we will comply with the deadlines and
instructions set out in the Placing Letter to ensure a successful matching of
instructions in CREST. 

Details of the name(s) and address(es) into which such Shares
are to be registered are, with other information, set out below: 


	Registration Details 
(Full name and address for
      share certificates) 

	



	
      Account Designations (if applicable) 

      
 
	 
	 	 









	Delivery instructions for share certificates
    
	

	CREST Details 
(Only required if you
      
wish to have your 
Placing Participation 
delivered direct into
      
your CREST account) 	Participant ID 

	


	Member account ID 

	





Person to be contacted with regard to settlement arrangements:


	Name: 	Paul Leahy 	 
	 	 	 
	Telephone No: 	020 75187383 	 
	 	 	 
	Facsimile No: 	020 75182781 	 
	 	 	 
	Yours faithfully 	  	 
	  	  	 
	Signed: 	  	 
	 	 	 
	Name: 	  	 
	  	(BLOCK CAPITALS) 	 
	 	 	 
	Date: