Filed by Automated Filing Services Inc. (604) 609-0244 - Kirkland Lake Gold Inc. - Exhibit 4.22






DATED          
22 December 2004 

 

 

 

 

 

KIRKLAND LAKE GOLD INC. 

- and - 

CANACCORD CAPITAL CORPORATION 

 

 

__________________________________

AGENCY AGREEMENT

__________________________________

 

 

McCarthy Tétrault
5 Old Bailey 
2nd Floor

London 
EC4M 7BA 

Tel: +44(0)20 74895700 
Fax: +44(0)20 74895777 
Email:
www.mccarthy.ca




TABLE OF CONTENTS 

	1. 	DEFINITIONS 	1
      
	 	 	 
	2. 	APPOINTMENT OF AGENT 	4
      
	 	 	 
	3. 	AGENT’S COMPENSATION 	4
      
	 	 	 
	4. 	COMPLIANCE WITH SECURITIES LAWS BY THE CORPORATION 	5
      
	 	 	 
	5. 	DISTRIBUTION AND CERTAIN OBLIGATIONS OF THE AGENT AND THE
      CORPORATION 	5
      
	 	 	 
	6. 	MATERIAL OR SIGNIFICANT CHANGE DURING DISTRIBUTION 	6
      
	 	 	 
	7. 	OTHER COVENANTS, REPRESENTATIONS AND WARRANTIES OF THE CORPORATION
      	7
      
	 	 	 
	8. 	CLOSING MATTERS 	12
      
	 	 	 
	9. 	CONDITIONS 	12
      
	 	 	 
	10. 	RIGHTS OF TERMINATION 	14
      
	 	 	 
	11. 	INDEMNIFICATION 	16
      
	 	 	 
	12. 	CONTRIBUTION 	19
      
	 	 	 
	13. 	SEVERABILITY 	19
      
	 	 	 
	14. 	EXPENSES 	20
      
	 	 	 
	15. 	DATA PROTECTION 	20
      
	 	 	 
	16. 	SURVIVAL 	20
      
	 	 	 
	17. 	TIME OF THE ESSENCE 	21
      
	 	 	 
	18. 	GOVERNING LAW AND VENUE 	21
      
	 	 	 
	19. 	CURRENCY 	21
      
	 	 	 
	20. 	NOTICE 	21
      
	 	 	 
	21. 	CONFLICT OF INTEREST 	23
      
	 	 	 
	22. 	THIRD PARTY BENEFICIARIES 	23
      
	 	 	 
	23. 	ENTIRE AGREEMENT 	23
      
	 	 	 
	24. 	ANNOUNCEMENTS 	23
      
	 	 	 
	25. 	COUNTERPARTS/FACSIMILE SIGNATURES 	23
      






AGENCY AGREEMENT 

This Agreement dated as of 22 December 2004 is made 

BETWEEN: 

	(1) 	
      KIRKLAND LAKE GOLD INC. (No 235849-2), a
      corporation incorporated under the Canada Business Corporations Act whose
      principal office is located at Macassa Mine, Highway 66, Kirkland Lake,
      Ontario, Canada (the “Corporation”); and

	 	 
	(2) 	
      CANACCORD CAPITAL CORPORATION, P.O. Box 6, Suite
      1210, 320 Bay Street, Toronto, Ontario, M5H 4A6, (Canaccord” or the
      “Agent”)



WHEREAS the Agent understands that the Corporation
proposes to raise funds by the issue of Flow-Through Shares for cash pursuant to
the Placing; 

AND WHEREAS the Corporation wishes to appoint the Agent,
to offer for sale and distribute such Flow-Through Shares and the Agent is
willing to accept such appointment and to use its best efforts to procure
Subscribers on the terms and conditions of this Agreement; 

NOW THEREFORE the parties agree as follows: 

	1. 	
      DEFINITIONS

	 	 
	1.1 	
      In this Agreement, the following terms shall have the
      meanings set out below:

	 	 
		
      “Admission” means the admission to trading on AIM
      of all the issued share capital of the Corporation in accordance with the
      AIM Rules;

	 	 
		
      “Admission Document” means the admission document
      dated 25 June 2004 prepared with respect to Admission in accordance with
      the AIM Rules;

	 	 
		
      “Agent's Fee” has the meaning given to it in
      clause 3;

	 	 
		
      “Agreement” means this agreement, as it may be
      amended, modified or supplemented from time to time;

	 	 
		
      “AIM” means the Alternative Investment Market, a
      market operated by London Stock Exchange plc;

	 	 
		
      “AIM Rules” means the AIM Rules for companies
      published by London Stock Exchange plc (as amended from time to
    time);

	 	 
		
      “Auditors” means PricewaterhouseCoopers LLP,
      Chartered Accountants, as auditors of the Corporation;

	 	 
		
      “Board” means the board of directors of the
      Corporation;







- 2 - 

“Business Day” means a day which
is not a Saturday, a Sunday or a statutory, civic or banking holiday in, Ontario
or British Columbia, Canada; 

“Canadian Exploration Expense”
“Canadian Exploration Expense(s)” or “CEE” means Canadian
exploration expense described in paragraph (f) of the definition of “Canadian
exploration expense” in subsection 66.1(6) of the Tax Act, excluding amounts
which are prescribed to constitute “Canadian exploration and development
overhead expense” as prescribed for the purposes of paragraph 66(12.6)(b) of the
Tax Act, the amount of any assistance described in paragraph 66(12.6)(a) of the
Tax Act and any expense described in paragraph 66(12.6)(b. 1) of the Tax Act;


“Canadian Securities Laws”
means, collectively, all applicable securities laws in each of the provinces and
the respective regulations and rules under such laws together with applicable
published policy statements, instruments, notices and orders of the securities
regulatory authorities in the provinces and all discretionary decisions, orders
or rulings, if any made by such securities regulatory authorities in connection
with the transactions contemplated hereby; 

“Claim” has the meaning given to
it in clause 12.2; 

“Closing” means the completion
of the Placing; 

“Closing Date” means
  22 December 2004, or such other date as the Corporation and the Agent may agree
  in writing;

“Closing Time” means 12:00 noon
(Toronto time) on the Closing Date or such other time as the Corporation and the
Agent may agree; 

“Commitment Amount” means the
amount equal to Cdn$6.00 multiplied by the number of Flow-Through Shares
subscribed and paid for pursuant to the Subscription Agreements; 

“Common Shares” means the voting
common shares of no par value in the capital of the Corporation; 

“Directed Selling Efforts” means
“directed selling efforts” as defined in Rule 902 of Regulation S; 

“distribution” means
“distribution” or “distribution to the public” as those terms are defined under
Canadian Securities Laws; 

“Expenditure Period” means the
period commencing on the Closing Date and ending on the earlier of: 

	 	(i) 	
      the date on which the Commitment Amount has been fully
      expended in accordance with the terms thereof; and

	 	 	 
	 	(ii) 	
      December 31, 2005;







- 3 - 

“Financial Information” means,
collectively, the audited financial statements of the Corporation as at and for
the years ended 30 April 2004, 2003 and 2002, together with the notes thereto
and the auditors’ reports thereon and the unaudited interim financial statements
of the Corporation for the sixth month period ended 31 October 2004; 

“Flow-Through Shares” means the
Common Shares to be issued as “flow-through shares” as defined in subsection
66(15) of the Tax Act and subject to the terms and conditions of this Agreement;


“FSMA” means the
  Financial Services and Markets Act 2000;

“Indemnified Party”
  has the meaning given to it in clause 12.2; 

“Jurisdictions” has
  the meaning given to it in clause 2.1; 

“Licences” has the meaning
  given to it in clause 7.1(g); 

“Material Contracts” means any
contract which is material to the Corporation, including without limitation, the
agreements referred to under the subheading “Material Contracts” in part V of
the Admission Document headed “Additional Information”; 

“Notice” has the meaning given
to it in clause 21; 

“Placing” means the private
placement of up to 500,000 Flow-Through Shares at a price of Cdn$6.00 by
Canaccord to Subscribers in certain provinces of Canada; 

“Public Record” means all
information filed by the Corporation with the securities commission or similar
regulatory authority in the provinces of British Columbia, Alberta and Ontario
including without limitation, and any information filed with any such securities
commission or similar regulatory authority in compliance, or intended
compliance, with any applicable Canadian Securities Laws; 

“Qualifying Expenditures”
  means expenses that are CEE at the date they are incurred; 

“Registrar” means Pacific
  Corporate Trust Company. 

“Regulations” has the
  meaning given to it in clause 10.6

 “Regulation S” means
  Regulation S promulgated under the U.S. Securities Act; 

“Subscriber(s)” means any person
who executes a Subscription Agreement which is accepted by the Corporation; 

“Subscription Agreements” means
the agreements to be entered into between the Subscribers and the Corporation
for subscription of the Flow-Through Shares; 

“Tax Act” means the Income
Tax Act (Canada), together with any and all regulations promulgated
thereunder, as amended from time to time;




- 4 - 

“TSX” means the Toronto Stock
Exchange; 

“UK” means the United Kingdom of
Great Britain and Northern Ireland; 

“United States” means the United
States of America, its territories and possessions, any State of the United
States and the District of Columbia; 

“U.S. Securities Act” means the
United States Securities Act of 1933, as amended; and 

Unless otherwise expressly provided in
this Agreement, words importing only the singular number include the plural and
vice versa and words importing gender include all genders. References to
“sections”, “subsections”, “clauses” or “schedules” are to the appropriate
section, subsection, clause or schedule of or to this Agreement. Any statement,
representation or warranty qualified by reference to the awareness, knowledge,
information or belief of any person or any other similar expression is deemed to
include an additional statement that it has been made with due and careful
consideration after such person has made all reasonable enquiries and all such
investigations as could reasonably be expected to be made or considered in the
context of the Placing. 

	2. 	
      APPOINTMENT OF AGENT

	 	 
	2.1 	
      Appointment of Agent. The Corporation hereby
      appoints the Agent as the Corporation’s sole and exclusive agent to effect
      the Placing and the Agent agrees, to act, as the Corporation’s agent for
      such purpose. The Agent agrees to place the Flow-Through Shares for sale,
      as agent of the Corporation, directly and through its affiliates, in the
      manner contemplated by and subject to the terms and conditions of this
      Agreement to Subscribers. The Agent will use its best efforts to procure
      Subscribers for the Flow-Through Shares in certain provinces of Canada
      (the “Jurisdictions”) pursuant to the Subscription Agreements and
      in accordance with appropriate Canadian private placement
    exemptions.

	 	 
	2.2 	
      No Obligation to Purchase. The Agent is acting
      solely as agent in placing the Flow-Through Shares to potential
      Subscribers hereunder, and neither the Agent nor its affiliates have any
      obligation to purchase any of the Flow-Through Shares.

	 	 
	3. 	
      AGENT’S COMPENSATION

	 	 
	3.1 	
      In consideration for the Agent’s services hereunder in
      respect of the Flow-Through Shares, the Corporation agrees to pay to the
      Agent a commission equal to 6% of the price of each Flow-Through Share
      sold pursuant to the Placing multiplied by the number of Flow-Through
      Shares purchased by the Subscribers (the “Agent's Fee”).

	 	 
	3.2 	
      The Corporation also agrees to pay the Agent’s estimated
      expenses at the Closing Date in accordance with clause 15
  hereof.







- 5 - 

	4. 	
      COMPLIANCE WITH SECURITIES LAWS BY THE
      CORPORATION

	 	 
	4.1 	
      Canadian Law Matters. The Corporation shall fulfil
      and comply with, to the satisfaction of the Agent, the Canadian Securities
      Laws required to be fulfilled or complied with by the Corporation to
      distribute the Flow-Through Shares.

	 	 
	4.2 	
      UK Law Matters. The Corporation warrants,
      represents and covenants to the Agent (and acknowledges that the Agent is
      relying on such warranties, representations and covenants) that the
      Corporation undertakes to provide all such information known to it or
      which on reasonable enquiry ought to be known to it and relating to the
      Corporation or otherwise as may reasonably be required by the Agent for
      the purpose of complying with the requirements of law or of the Financial
      Services Authority or of London Stock Exchange plc or the AIM Rules (if
      applicable).

	 	 
	5. 	
      DISTRIBUTION AND CERTAIN OBLIGATIONS OF THE AGENT AND
      THE CORPORATION

	 	 
	5.1 	
      The Flow-Through Shares will be placed and distributed by
      the Agent in the Jurisdictions where they may be lawfully distributed,
      placed or sold and upon the terms and conditions set forth in the
      Subscription Agreements and this Agreement.

	 	 
	5.2 	
      The Corporation shall co-operate in all respects with the
      Agent to allow and assist the Agent to participate fully in the
      preparation of the Subscription Agreement and shall allow the Agent and
      its counsel to conduct all “due diligence” investigations, including
      without limitation, verification, which the Agent may reasonably require
      to fulfil its obligations and to enable the Agent to execute any
      certificate or confirmation required to be executed in such
      documentation.

	 	 
	5.3 	
      The Corporation shall apply to CRESTco for admission of
      “depository interests” in respect of the Flow-Through Shares to the
      “CREST” System as participating securities as soon as is reasonably
      practicable after the date hereof and the Corporation undertakes to the
      Agent not to take knowingly and voluntarily any action without the prior
      consent of the Agent (whose consent shall not be unreasonably withheld or
      delayed) between the date hereof and the date of admission of the
      “depository interests” in respect of the Flow-Through Shares to the CREST
      System which would or would be likely to cause the “depository interests”
      in respect of the Flow-Through Shares to be disabled in the “CREST”
      system.

	 	 
	5.4 	
      The Corporation covenants and agrees that the Corporation
      will, as soon as reasonably practicable after execution of this Agreement
      but in any event at least three days prior to the Closing Date, submit an
      application form with respect to the Flow-Through Shares pursuant to Rule
      27 of the AIM Rules.

	 	 
	5.5 	
      The Agent represents, warrants, covenants and agrees that
      neither it nor any person acting on its behalf have made or will make any
      Directed Selling Efforts with respect to the resale of the Flow-Through
      Shares and acknowledge that the Flow-Through Shares have not been
      registered under the U.S. Securities Act and may not be offered or sold
      outside the United States except pursuant to Rule 904 of Regulation
    S;







- 6 - 

	5.6 	
      The Agent hereby represents, warrants and covenants to
      the Corporation that it:

	 	 	 
		(a) 	
      and each of its affiliates shall use its respective best
      efforts to solicit subscriptions for and to place the Flow-Through Shares
      as agent of the Corporation and will do so only, to the extent applicable,
      in compliance with all applicable Canadian Securities
  Laws;

	 	 	 
		(b) 	
      will not, in connection with the Placing, make any
      representation or warranty with respect to the Flow-Through
  Shares;

	 	 	 
		(c) 	
      has good and sufficient right and authority to enter into
      this Agreement and complete the transactions to be completed by it under
      this Agreement on the terms and conditions set forth herein; and

	 	 	 
		(d) 	
      and each such affiliate is or will be duly qualified
      under applicable securities laws in those jurisdictions in which it will
      act as agent of the Corporation in connection with the Placing as to
      permit it to lawfully fulfil its obligations under this
  Agreement.



The representations and warranties and
covenants of the Agent contained in clauses 5.6(a) to (d) above shall be true
and correct as of the Closing Date, if applicable, with the same force and
effect as if then made by the Agent. 

	6. 	
      MATERIAL OR SIGNIFICANT CHANGE DURING
      DISTRIBUTION

	 	 	 
	6.1 	
      From the date hereof until completion of the distribution
      of the Flow-Through Shares the Corporation shall forthwith notify the
      Agent in writing of any material change or significant change (actual,
      anticipated, contemplated, proposed or threatened, financial or otherwise)
      in the business, financial condition, affairs, operations, business
      prospects, assets, liabilities or obligations (contingent or otherwise) or
      capital of the Corporation.

	 	 	 
	6.2 	
      During the period of distribution of the Flow-Through
      Shares, the Corporation shall forthwith, and in any event within any
      applicable time limitation, comply, to the reasonable satisfaction of the
      Agent, with all applicable filing and other requirements under Canadian
      Securities Laws, applicable UK securities laws or any other applicable
      laws as a result of such material fact or material change or significant
      change provided that the Corporation shall not file any document without
      first obtaining the approval of the Agent (such approval not to be
      unreasonably withheld or delayed), after consultation with the Agent with
      respect to the form and content thereof. The Corporation shall forthwith
      in good faith discuss with the Agent any fact or change in circumstances
      (actual, anticipated, contemplated, proposed or threatened, financial or
      otherwise) which is of such a nature that there is reasonable doubt
      whether written notice need be given under this section.

	 	 	 
	6.3 	
      The Corporation shall forthwith advise the Agent of and
      provide the Agent with, copies, of any written communications relating
      to:

	 	 	 
		(a) 	
      the issuance by any securities regulatory authority,
      including the TSX, of any order suspending or preventing the use of the
      Subscription Agreements or any cease-







- 7 - 

trading or stop order or any halt in
trading relating to the any securities of the Corporation or the institution or
threat of any proceedings for that purpose; and 

	 	(b) 	
      the receipt of any material communication from any
      securities regulatory authority, including the TSX, or other authority
      relating to the Subscription Agreements or the
Placing.



The Corporation shall use its best
efforts to prevent the issuance of any such cease-trading or stop order and, if
issued, shall forthwith take all reasonable steps which it is able to take and
which may be necessary or desirable in order to obtain the withdrawal thereof as
soon as is reasonably practicable. 

	6.4 	
      The Corporation shall use its best efforts to prevent the
      issuance of any such cease-trading or stop order and, if issued, shall
      forthwith take all reasonable steps which it is able to take and which may
      be necessary or desirable in order to obtain the withdrawal thereof as
      soon as is reasonably practicable.

	 	 	 
	7. 	
      OTHER COVENANTS, REPRESENTATIONS AND WARRANTIES OF THE
      CORPORATION

	 	 	 
	7.1 	
      The Corporation hereby covenants, represents and warrants
      as follows to the Agent and acknowledges that the Agent is relying upon
      such covenants, representations and warranties and covenants in connection
      with its execution and delivery of this Agreement and the performance of
      its obligations hereunder:

	 	 	 
		(a) 	
      the Corporation is a corporation duly continued and
      organized and validly existing under the federal laws of Canada, is duly
      qualified to carry on its business and is in good standing in each
      jurisdiction in which the conduct of its business or the ownership,
      leasing or operation of its property and assets requires such
      qualification, and has all requisite corporate power and authority to
      carry on its business, to own, lease and operate its property and assets
      and to execute, deliver and perform its obligations under this
      Agreement;

	 	 	 
		(b) 	
      the Corporation is a “reporting issuer” not in material
      default under the Canadian Securities Laws applicable to the provinces of
      Alberta, British Columbia and Ontario;

	 	 	 
		(c) 	
      the Corporation has full corporate power and authority to
      create, issue and sell the Flow-Through Shares contemplated by this
      Agreement;

	 	 	 
		(d) 	
      the material attributes and characteristics of the
      Flow-Through Shares shall be the same as described in the articles of
      continuance of the Corporation.

	 	 	 
		(e) 	
      the Corporation has complied or will comply with all
      applicable corporate and Canadian Securities Laws applicable to it in
      connection with the offer, sale and issuance of the Flow-Through
      Shares;







- 8 - 

	 	(f) 	
      at the Closing Date, the Flow-Through Shares to be issued
      on such date will be duly and validly created, issued, sold and delivered
      and will be issued as fully paid and non-assessable shares of the
      Corporation;

	 	 	 
	 	(g) 	
      the Corporation has conducted and is conducting its
      business in compliance in all material respects with all applicable laws,
      rules and regulations of each jurisdiction in which its business is
      carried on, is current with all filings required to be made in each
      jurisdiction in which its business is carried on, and holds all necessary
      licenses, permits, approvals, consents, certificates, registrations and
      authorisations (whether governmental, regulatory or otherwise) (the
      “Licences”) to enable its business to be carried on as now
      conducted and its property and assets to be owned, leased and operated,
      and the Licenses are validly existing and in good standing and none of the
      Licenses contains any burdensome term, provision, condition or limitation
      which has or may have a materially adverse effect on the operation of the
      business of the Corporation as now carried on or as proposed to be carried
      on;

	 	 	 
	 	(h) 	
      as of the Closing Date except as disclosed to the Agent
      or its counsel in writing, all information and statements relating to the
      Corporation contained in the Public Record are true and accurate in all
      respects and contain no misrepresentation;

	 	 	 
	 	(i) 	
      the financial statements comprising the Financial
      Information were prepared in accordance with Canadian generally accepted
      accounting principles consistently applied throughout the periods covered
      thereby and present fairly the revenues, expenses, profits or losses,
      assets, liabilities (contingent or otherwise), shareholders' equity, cash
      flows, results of operations, financial condition and position and changes
      in financial condition and position of the Corporation, on a consolidated
      basis, as applicable, as at the dates thereof and for the periods covered
      thereby;

	 	 	 
	 	(j) 	
      the Corporation does not have any material liabilities
      (absolute, accrued, contingent or otherwise) of a nature required to be
      disclosed on a balance sheet or in notes to financial statements prepared
      in accordance with Canadian generally accepted accounting principles
      except (i) as are shown in the Financial Information, and (ii) normal
      current liabilities incurred in the ordinary course of business since
      October 31, 2004;

	 	 	 
	 	(k) 	
      the authorised capital of the Corporation consists of an
      unlimited number of Common Shares (of which 44,181,862 Common Shares were
      issued and outstanding as fully paid and non-assessable as at December 21,
      2004);

	 	 	 
	 	(l) 	
      no person firm or corporation has any agreement, option,
      right or privilege (whether pre-emptive or contractual) capable of
      becoming an agreement for the purchase, subscription for or issuance of
      any of the issued or unissued securities of the Corporation and no rights,
      warrants or options to acquire, or securities or instruments convertible
      into or exercisable or exchangeable for, any shares in the capital of the
      Corporation, are outstanding except:







- 9 - 

	 	(i) 	
      as at December 21, 2004 there were the following
      securities outstanding which are exercisable to purchase or convertible
      into Common Shares:

	 	 	 	 
	 		a) 	
      1,373,938 stock options, 3,308,290 common share purchase
      warrants and 86,250 broker warrants to purchase an equal number of Common
      Shares;

	 	 	 	 
	 		b) 	
      10% convertible loan in the principal amount of CDN
      $1,000,000 maturing 11 February 2005 convertible at a price of CDN $4.00
      per share with interest convertible at a higher of market or CDN $4.00 per
      share, subject to extension on issuance of a further 75,000 Common
      Shares;




	 	(m) 	
      the Corporation has full corporate power and capacity to
      enter into this Agreement and the Subscription Agreements and to perform
      its obligations set out herein and therein, and this Agreement has been,
      and the Subscription Agreements will, upon execution, be duly authorized,
      executed and delivered by the Corporation and this Agreement is, and each
      of the Subscription Agreements will, upon execution, be a legal, valid and
      binding obligation of the Corporation enforceable against the Corporation
      in accordance with their respective terms; subject to the usual
      qualification including applicable bankruptcy, insolvency, moratorium,
      reorganization and other laws and equitable principles affecting
      creditors’ rights generally, the statutory and equitable powers of the
      courts in Canada to stay proceedings before them and the execution of
      judgments and by the fact that specific performance and injunctive relief
      are equitable remedies which may be ordered by a court in its discretion
      and, accordingly, may not be available as a remedy in an action to enforce
      a covenant and subject to the fact that the rights to indemnity,
      contribution and waiver set forth herein may be limited by applicable laws
      or the public policy underlying such laws;

	 	 	 
	 	(n) 	
      the execution and delivery of this Agreement and the
      Subscription Agreements, the issue, sale, and delivery of the Flow-Through
      Shares and the performance or the consummation of the transactions
      contemplated in this Agreement, do not and will not conflict with or
      result in a breach or violation of any of the terms or provisions of, or
      constitute a default under (whether after notice or lapse of time or
      both), any indenture, mortgage, deed of trust, loan agreement, license
      agreement, lease or other agreement (written or oral) or instrument,
      including any Material Contract, to which the Corporation is a party or by
      which any of them is bound, or to which any of their property or assets is
      subject, which breach or violation or the consequences thereof would,
      alone or in the aggregate, result in an adverse material change to the
      Corporation nor will such action conflict with or result in any violation
      of the provisions of the articles of incorporation or other constating
      documents, by-laws or resolutions of the Corporation or any statute or any
      order, rule or regulation of any court or governmental agency or body
      having jurisdiction over them or any of their properties which violation
      or the consequences thereof would, alone or in the aggregate, result in an
      adverse material change to the Corporation;







- 10 - 

	 	(o) 	
      the Flow-Through Shares have been conditionally approved
      for listing on the TSX, subject to the fulfilment of the conditions set
      forth in the TSX’s conditional approval letter;

	 	 	 
	 	(p) 	
      other than approval of the TSX and those that have been
      obtained prior to the date hereof and the matters set out in clause (k),
      no consent, approval, authorisation, order, registration or qualification
      of or with any court or governmental agency or regulatory body is required
      for the issue, sale and delivery of the Flow-Through Shares or the
      consummation by the Corporation of the transactions contemplated in this
      Agreement;

	 	 	 
	 	(q) 	
      the currently outstanding Common Shares are listed on the
      TSX and on the Closing Date the TSX will have conditionally approved the
      listing of the Flow-Through Shares;

	 	 	 
	 	(r) 	
      the Corporation will apply the proceeds from the issue
      and sale of the Flow-Through Shares for the exploration of its Canadian
      mining properties;

	 	 	 
	 	(s) 	
      the Corporation has the full corporate right, power and
      authority to incur and renounce to the Subscribers, Qualifying
      Expenditures in an amount equal to the Commitment Amount;

	 	 	 
	 	(t) 	
      the incurring of Qualifying Expenditures and the
      renunciation of Qualifying Expenditures to the Subscribers pursuant to the
      Subscription Agreements, does not and will not constitute a breach of or
      default under the constating documents of the Corporation or any law,
      regulation, order or ruling applicable to the Corporation or any
      agreement, contract or indenture to which the Corporation is a party or by
      which it is bound;

	 	 	 
	 	(u) 	
      the Corporation will maintain its status as a “principal
      business corporation” (as defined in subsection 66(15) of the Tax Act)
      until the earlier of: (i) December 31, 2005; and (ii) the date on which
      the Corporation has incurred and renounced Qualifying Expenditures in an
      amount equal to the Commitment Amount;

	 	 	 
	 	(v) 	
      the Corporation will not be subject to the provisions of
      subsection 66(12.67) of the Tax Act in a manner which impairs its ability
      to renounce Qualifying Expenditures to the Subscriber in an amount equal
      to the Commitment Amount;

	 	 	 
	 	(w) 	
      the Corporation will refrain from entering into
      transactions or taking deductions which would otherwise reduce its
      cumulative CEE to an extent it would preclude a renunciation of Qualifying
      Expenditures hereunder in an amount equal to the Commitment Amount as
      contemplated herein;

	 	 	 
	 	(x) 	
      upon issuance pursuant to the provisions of the
      Subscription Agreements, the Flow- Through Shares will be “flow-through
      shares” as defined in subsection 66(15) of the Tax Act and will not
      constitute “prescribed shares” for the purpose of regulation 6202.1 of the
      regulations to the Tax Act;







- 11 - 

	 	(y) 	
      the Corporation will not knowingly renounce any of the
      Qualifying Expenditures to a trust, corporation or partnership with whom
      the Corporation has a prohibited relationship as defined in subsection
      66(12.671) of the Tax Act;

	 	 	 
	 	(z) 	
      the Corporation will keep proper books, records and
      accounts, including books, records and accounts of all Qualifying
      Expenditures and all transactions affecting the Commitment Amount and the
      Qualifying Expenditures;

	 	 	 
	 	(aa) 	
      the Corporation will incur, during the Expenditure
      Period, Qualifying Expenditures in such amount as enables the Corporation
      to renounce to Subscribers in accordance with the Tax Act and this
      Subscription Agreement, Qualifying Expenditures in an amount equal to the
      Commitment Amount;

	 	 	 
	 	(bb) 	
      to renounce (in accordance with the provisions of
      subsections 66(12.6) and 66(12.66) of the Tax Act and this Subscription
      Agreement) to the Subscriber, effective on or before December 31, 2004,
      Qualifying Expenditures incurred during the Expenditure Period in an
      amount equal to the Commitment Amount;

	 	 	 
	 	(cc) 	
      to deliver to the Subscriber, not later than March 31,
      2005, a statement setting forth the aggregate amounts of such Qualifying
      Expenditures renounced to the Subscriber;

	 	 	 
	 	(dd) 	
      that all Qualifying Expenditures renounced to the
      Subscriber pursuant to this Subscription Agreement will be Qualifying
      Expenditures incurred by the Corporation that, but for renunciation to the
      Subscriber hereunder, the Corporation would be entitled to deduct in
      computing its income for purposes of Part I of the Tax Act;

	 	 	 
	 	(ee) 	
      the Corporation will not reduce the amount to be
      renounced hereunder to the Subscriber pursuant to subsection 66(12.6) of
      the Tax Act;

	 	 	 
	 	(ff) 	
      there are no material legal or governmental proceedings
      pending or, to the knowledge of the Corporation, contemplated or
      threatened, to which the Corporation is a party or to which the property
      of the Corporation is subject;

	 	 	 
	 	(gg) 	
      there has not been since the date of Admission and there
      is not currently any labour disruption or conflict which would have an
      adverse effect on the carrying on of the Corporation’s business;

	 	 	 
	 	(hh) 	
      the Corporation’s employment contracts with all senior
      employees are in good standing and in full force and effect;

	 	 	 
	 	(ii) 	
      the Corporation has filed all necessary tax returns and
      notices and has paid all applicable taxes of whatever nature for all tax
      years to the date hereof to the extent such taxes have become due or have
      been alleged to be due and the Corporation is not aware of any tax
      deficiencies or interest or penalties accrued or accruing, or alleged to
      be accrued or accruing, thereon where, in any of the above cases it might
      reasonably be expected to result in any material adverse change in the
      condition, financial or otherwise, or in the business affairs or business
      prospects of the Corporation;







- 12 - 

	 	(jj) 	
      no representation, warranty or statement of the
      Corporation in this Agreement contains or will contain at the Closing Date
      any untrue statement of a material fact or omits or will omit to state any
      material fact necessary to make the statements contained herein or
      therein, in light of the circumstances under which made, not misleading;
      and

	 	 	 
	 	(kk) 	
      the Corporation has disclosed to the Agent all events,
      conditions or facts related to the Corporation which materially affect the
      condition (financial or otherwise) or business of the
  Corporation.




	8. 	
      CLOSING MATTERS

	 	 	 
	8.1 	
      The purchase and sale of the Flow-Through Shares shall be
      completed at the Closing Time at the offices of McCarthy Tetrault LLP in
      Toronto, or at such other place as the Agent and the Corporation may
      agree. At the Closing Time, the Corporation shall deliver to Canaccord, on
      behalf of the Subscribers, definitive certificates (endorsed with any
      applicable legends as required by Canadian Securities Laws and the TSX)
      against payment of the purchase price for the Flow-Through Shares by
      cheque, bank draft, wire transfer or other method acceptable to the
      Corporation, net of the Agent’s Fee and other fees and expenses payable by
      the Corporation.

	 	 	 
	8.2 	
      Provided the Corporation is provided with relevant
      information possessed by the Agent on or before the second business day
      immediately prior to the Closing Date, the Corporation shall make all
      necessary arrangements for the issue of definitive certificates
      representing the Flow-Through Shares registered in such names as shall be
      designated by the Agent and delivered to the Registrar at its principal
      office in Toronto on the Closing Date. The Corporation shall pay all fees
      and expenses payable to the Registrar in connection with the preparation,
      delivery, certification and exchange of the Flow-Through Shares
      contemplated by this subsection and the fees and expenses payable to the
      Registrar in connection therewith.

	 	 	 
	9. 	
      CONDITIONS

	 	 	 
	9.1 	
      The Agent’s obligations hereunder shall be subject to the
      accuracy of the representations and warranties of the Corporation
      contained in this Agreement as of the date of this Agreement and as of the
      Closing Date, the performance by the Corporation of its obligations under
      this Agreement and the following conditions:

	 	 	 
		(a) 	
      the Agent shall have received at the Closing Time a
      certificate dated the Closing Date, addressed to the Agent and counsel to
      the Agent and signed by the Secretary of the Corporation or another
      officer of the Corporation acceptable to the Agent, with respect to the
      articles of continuation or other constating documents and by-laws of the
      Corporation, all resolutions of the board of directors of the Corporation
      relating to this Agreement and the Placing of the Flow-Through Shares
      contemplated hereby, the incumbency and specimen signatures of signing
      officers of the Corporation and with respect to such other matters as the
      Agent may reasonably request;







- 13 - 

	 	(b) 	
      the Agent shall have received at the Closing Time a
      certificate or certificates dated the Closing Date, addressed to the Agent
      and signed by each of the Chief Executive Officer and Chief Financial
      Officer of the Corporation or other officers of the Corporation acceptable
      to the Agent, certifying for and on behalf of the Corporation after having
      made due enquiry, that:

	 	 	 	 
	 		(i) 	
      since the respective dates as of which information is
      given in the Public Record (A) there has been no material change (actual,
      anticipated, contemplated, proposed or threatened, whether financial or
      otherwise) in the business, financial condition, affairs, operations,
      business prospects, assets, liabilities or obligations (contingent or
      otherwise) or capital of the Corporation and (B) no transaction has been
      entered into by the Corporation which is material to the Corporation other
      than as disclosed in the Public Record;

	 	 	 	 
	 		(ii) 	
      there are no contingent liabilities affecting the
      Corporation which are material to the Corporation on a consolidated basis,
      other than as disclosed in the Public Record;

	 	 	 	 
	 		(iii) 	
      no order, ruling or determination having the effect of
      suspending the issuance, sale, exercise or conversion or ceasing the
      trading of any other securities of the Corporation has been issued or made
      by any court or regulatory authority (including the TSX) and is continuing
      in effect and no proceedings for that purpose have been instituted or are
      pending or, to the knowledge of such officers, contemplated or threatened
      under any Canadian Securities Laws or by any other regulatory
      authority;

	 	 	 	 
	 		(iv) 	
      the Corporation is a “reporting issuer” not in material
      default under the Canadian Securities Laws applicable to the provinces of
      Alberta, British Columbia and Ontario;

	 	 	 	 
	 		(v) 	
      the Corporation has complied with and satisfied in all
      material respects the covenants, terms and conditions of this Agreement on
      its part to be complied with and satisfied up to the Closing Time;
    and

	 	 	 	 
	 		(vi) 	
      the representations and warranties of the Corporation
      contained in this Agreement are true and correct in all material respects
      as of the Closing Time with the same force and effect as if made at and as
      of the Closing Time after giving effect to the transactions contemplated
      by this Agreement.

	 	 	 	 
	 	(c) 	
      the Agent shall have received at the Closing Time a legal
      opinion dated the Closing Date, in form and substance satisfactory to
      Canadian counsel to the Agent, addressed to the Agent and the Agent’s
      Canadian and UK counsel, from Canadian counsel to the Corporation, Michael
      F. Provenzano of Northwest Law Group, or other counsel acceptable to the
      Agent, as to the laws of British Columbia, Canada, which counsel in turn
      may rely upon the opinions of local counsel where they deem such reliance
      proper as to the laws other than those of British Columbia, Canada and
      with respect







- 14 - 

	 		
      to matters of fact on the certificates of the auditors of
      the Corporation, public officials and officers of the Corporation and
      correspondence between public and stock exchange officials;

	 	 	 
	 	(d) 	
      the Corporation shall have received the conditional
      approval of the TSX to the listing of the Flow-Through Shares issuable
      pursuant to the Placing, subject to compliance with all requirements of
      the TSX; and

	 	 	 
	 	(e) 	
      the Agent not having exercised their right to terminate
      this Agreement pursuant to clause 11.




	9.2 	
      The Corporation agrees with the Agent to use its best
      efforts to procure satisfaction of the conditions contained in this clause
      9 by the times and dates stated therein. Any condition may be waived, in
      whole or in part, and the time of satisfaction of any condition may be
      extended, by the Agent (acting in their absolute discretion and without
      any obligation to make any such waiver or extension) by written notice to
      the Corporation.

	 	 	 
	9.3 	
      If any condition is not satisfied in all respects or
      (where applicable) waived by the Agent or becomes incapable of being
      satisfied (and is not so waived) by the required time (or such later time
      as the Agent and the Corporation may agree), the obligations of the Agent
      under this Agreement and accordingly of the Subscribers shall cease and
      determine and no party shall have any claim against the others for costs,
      damages, compensation or otherwise except:

	 	 	 
		(a) 	
      in respect of a breach by any party of the terms of this
      Agreement;

	 	 	 
		(b) 	
      the provisions of clauses 3 (with respect to
      reimbursement of the Agent’s reasonable expenses only), 7, 12, 13, 14, 15
      and 16 shall remain in full force and effect; and

	 	 	 
		(c) 	
      the Corporation shall reimburse the Agent for its
      reasonable costs and expenses referred to in clause 3 and clause
  15.

	 	 	 
	10. 	
      RIGHTS OF TERMINATION

	 	 	 
	10.1 	
      Suspension of Trading. If prior to the Closing
      Time, any order to cease or suspend trading in any securities of the
      Corporation, or prohibiting or restricting the distribution of the Flow-
      Through Shares is made, or proceedings are announced or commenced for the
      making of any such order, by any securities commission or similar
      regulatory authority, and has not been rescinded, revoked or withdrawn,
      the Agent shall be entitled, at its sole option, to terminate its
      obligations under this Agreement by written notice to that effect given to
      the Corporation at any time prior to the Closing Time.

	 	 	 
	10.2 	
      Litigation. If prior to the Closing Time any
      enquiry, action, suit, investigation or other proceeding whether formal or
      informal is commenced, announced or threatened or any order is made by any
      securities commission, stock exchange or any other federal, provincial or
      other governmental authority in relation to the Corporation, or the
      Corporation’s directors and officers in their capacity with the
      Corporation which, in the sole opinion of the Agent, operates to prevent
      or restrict materially the distribution or trading of the
    Flow-Through







- 15 - 

Shares or which, in the sole opinion of
the Agent, adversely impacts the marketability of the Flow-Through Shares in a
material manner, the Agent shall be entitled, at its sole option, to terminate
its obligations under this Agreement by written notice to that effect given to
the Corporation at any time prior to the Closing Time. 

	10.3 	
      Disaster/Market Out. If prior to the Closing Time
      there should develop, occur or come into effect or existence any event,
      action, state condition or occurrence of national or international
      consequence or any action, governmental law or regulation, enquiry or
      other occurrence, whether in any financial market or otherwise, of any
      nature whatsoever which, in the sole opinion of the Agent, materially
      adversely affects or may materially adversely affect the marketability of
      the Flow-Through Shares, the Canadian, UK, United States or international
      financial markets or the business of the Corporation; then, in any one or
      more of the foregoing cases, the Agent shall be entitled, at its sole
      option, to terminate its obligations under this Agreement by written
      notice to that effect given to the Corporation at any time prior to the
      Closing Time.

	 	 
	10.4 	
      Material Adverse Change. If prior to the Closing
      Time there should occur or be announced by the Corporation any material
      change or significant change or a change in any material fact contemplated
      by clause 6 which results or, in the sole opinion of the Agent, might
      reasonably be expected to have a significant adverse effect on the market
      price or value of the Flow- Through Shares, the Agent shall be entitled,
      at its sole option, to terminate its obligations under this Agreement by
      written notice to that effect given to the Corporation at any time prior
      to the Closing Time.

	 	 
	10.5 	
      Due Diligence. If at any time prior to Closing,
      the Agent is not satisfied with the results of any due diligence
      investigations and examinations with respect to the Corporation conducted
      by or on behalf of the Agent then, in any such case, the Agent may, in its
      absolute discretion, by notice in writing to the Corporation received
      prior to Closing, terminate this Agreement.

	 	 
	10.6 	
      Money Laundering Regulations. To ensure compliance
      with the UK Money Laundering Regulations 2003 or an other applicable money
      laundering regulation (the “Regulations”), the Agent may, in its
      absolute discretion, require verification of the identity of the
      Corporation and any of its officers and directors to the extent that the
      Corporation has not already provided it. If at any time prior to the
      Closing Time the Agent has not received verification of identity in order
      to satisfy, in its reasonable opinion, its obligations under the
      Regulations, the Agent may, in its absolute discretion, by notice in
      writing to the Corporation received prior to Closing, terminate this
      Agreement.

	 	 
	10.7 	
      Non-Compliance with Agreement. The Corporation
      agrees that all terms and conditions of this Agreement (including the
      conditions in clause 9) shall be construed as conditions and complied with
      so far as they relate to acts to be performed or caused to be performed by
      it, that it will use its best efforts to cause such terms and conditions
      to be complied with, and that any breach or failure by it to comply with
      any such conditions shall entitle the Agent to terminate its obligations
      under this Agreement by notice to that effect given to the Corporation at
      or prior to the Closing Time, unless otherwise expressly provided in this
      Agreement. The Agent may waive, in whole or in part, or extend the time
      for compliance with, any terms and conditions without prejudice to its
      rights in respect of any other terms







- 16 - 

and conditions or any other or
subsequent breach or non-compliance, provided that any such waiver or extension
shall be binding upon the Agent only if such waiver or extension is in writing
and signed by the Agent. 

	10.8 	
      Exercise of Termination Rights. The rights of
      termination contained in clause 11 may be exercised by the Agent and are
      in addition to any other rights or remedies the Agent may have in respect
      of any default, act or failure to act or non-compliance by the Corporation
      in respect of any of the matters contemplated by this Agreement or
      otherwise. In the event of any such termination, there shall be no further
      liability or obligation on the part of the Agent to the Corporation or on
      the part of the Corporation to the Agent except in respect of any
      liability or obligation under any of clauses 3 (with respect to
      reimbursement of the Agent’s reasonable expenses only), 7, 12, 13, 14, 15
      and 16 which will remain in full force and effect.

	 	 	 
	11. 	
      INDEMNIFICATION

	 	 	 
	11.1 	
      Claims. No claim shall be made against the Agent,
      its subsidiaries or holding companies or any of its directors, officers,
      employees, partners, shareholders and each other person, if any, directly
      or indirectly controlling the Agent, by the Corporation, its directors (or
      any of them) to recover any damage, loss, liability, cost, charge or
      expense which the Corporation, its directors (or any of them) may suffer
      or incur or claim to have suffered or incurred by reason of or arising out
      of the proper and lawful performance by the Agent or on its behalf of its
      respective obligations and services hereunder provided that such damage,
      loss, liability, cost, charge or expense does not arise from the finally
      judicially determined fraud, negligence or wilful default of the Agent or
      from any breach of this Agreement.

	 	 	 
	11.2 	
      Indemnity Provided by the Corporation. The
      Corporation agrees to indemnify and hold harmless the Agent, its
      subsidiary companies or holding companies and each of its respective
      directors, officers, employees, partners, shareholders and each other
      person, if any, directly or indirectly controlling any of the Agent,
      (collectively, the “Indemnified Parties” and individually, an
      “Indemnified Party”) from and against any and all liabilities
      (joint or several), claims (including shareholder actions, derivative or
      otherwise), actions, losses, costs, damages and expenses, joint or
      several, including the aggregate amount paid in settlement of any action,
      suit, proceeding, investigation or claim and the reasonable fees and
      expenses of their counsel that may be incurred in advising with respect to
      or defending any action, suit, proceeding, investigation or claim that may
      be made or threatened against any Indemnified Party or in enforcing this
      indemnity (collectively, the “Claims” and individually, a
      “Claim”) to which any Indemnified Party may become subject or
      otherwise involved in any capacity insofar as the Claims relate to, are
      caused by, result from, arise out of or are based upon, directly or
      indirectly, or as a consequence of:

	 	 	 
		(a) 	
      any information or statement contained in any certificate
      or other document of the Corporation filed with any securities commission
      or similar regulatory authority being or being alleged to contain a
      misrepresentation or being or being alleged to be untrue, false or
      misleading;







- 17 - 

	 	(b) 	
      any omission or alleged omission to state in any
      certificate or other document of the Corporation filed or delivered
      pursuant to this Agreement, or otherwise filed with or delivered to any
      securities commission or similar regulatory authority, any fact or
      information (except facts relating solely to the Agent), whether or not
      material, required to be stated in such document or necessary to make any
      statement in such document not misleading in light of the circumstances
      under which it was made;

	 	 	 
	 	(c) 	
      any order made or enquiry, investigation or proceeding,
      whether formal or informal, commenced, announced or threatened by any
      securities regulatory authority or any other competent authority based
      upon any untrue statement or omission or alleged untrue statement or
      alleged omission or any misrepresentation or alleged misrepresentation
      (except a statement, omission or misrepresentation or alleged statement,
      omission or misrepresentation relating solely to the Agent and provided or
      not provided by the Agent, as the case may be) in any certificate or other
      document of the Corporation filed or delivered pursuant to this Agreement,
      or otherwise filed with or delivered to any securities commission or
      similar regulatory authority, or based upon any failure to comply with
      Canadian Securities Laws (other than any failure or alleged failure to
      comply by an Agent);

	 	 	 
	 	(d) 	
      the breach by the Corporation of any representation or
      warranty in this Agreement or the failure of the Corporation to comply
      with any of its obligations under this Agreement;

	 	 	 
	 	(e) 	
      the non-compliance or alleged non-compliance by the
      Corporation with any Canadian Securities Law or any other applicable
      securities law in connection with the Placing and the transactions
      contemplated by this Agreement including the Corporation’s non-compliance
      with any statutory requirement to make any document available for
      inspection;

	 	 	 
	 	(f) 	
      the creation, allotment, issue, transfer, sale, offering,
      placing and delivery of the Flow-Through Shares pursuant to the provisions
      of this Agreement;

	 	 	 
	 	(g) 	
      any breach or alleged breach of the laws or regulations
      of the UK (including without limitation the FSMA and the rules of the
      Financial Services Authority) or any other country or any stock exchange
      in connection with the Placing or any failure to comply with any relevant
      laws or regulations of such country or stock
exchange;




		
      provided, however, that this indemnity may not be relied
      upon by any Indemnified Party in respect of any losses that a court of
      competent jurisdiction has determined in a final judgment which has become
      non-appealable result from the negligence, wilful misconduct or fraud by
      that Indemnified Party (or any member of its group) or their respective
      directors, officers or employees.

	 	 
	11.3 	
      Notification of Claims. If any Claim is asserted
      against any Indemnified Party, the Indemnified Party will notify the
      Corporation as soon as possible of the nature of such Claim, but the
      omission to so notify as soon as possible the Corporation will not relieve
      the Corporation from any liability which it may have to any Indemnified
      Party under this







- 18 - 

section, and the Corporation shall be
entitled (but not required) to assume the defence of any suit brought to enforce
such Claim; provided, however, that the defence shall be conducted through legal
counsel acceptable to the Indemnified Party and that no admission of liability
or settlement of any such Claim may be made by the Corporation or the
Indemnified Party without the prior written consent of the other parties unless
a settlement includes a release of each Indemnified Party and the Corporation
from any liabilities arising out of such Claim. 

	11.4 	
      Right of Indemnity in Favour of Others. With
      respect to any Indemnified Party who is not a party to this Agreement, it
      is the intention of the Corporation to constitute the Agent as trustee for
      such Indemnified Party of the rights and benefits of this section and the
      Agent agrees to accept such trust and to hold the rights and benefits of
      this section in trust for and on behalf of such Indemnified
  Party.

	 	 
	11.5 	
      Retaining Counsel. In any Claim, the Indemnified
      Party shall have the right to retain other counsel to act on his or its
      behalf and participate in the defence of such Claim, but the fees and
      expenses of such counsel shall be at the expense of the Indemnified Party
      unless: (i) the Corporation does not assume the defence of the Claim
      within a reasonable period of time of being notified of such Claim; (ii)
      the Corporation and the Indemnified Party shall have mutually agreed to
      the retention of the other counsel; or (iii) the named parties to any such
      Claim (including any added, third or impleaded party) include both the
      Indemnified Party and the Corporation, and in the opinion of counsel to
      the Indemnified Party, the representation of both parties by the same
      counsel would be inappropriate due to the actual or potential conflicting
      interests between them or additional defences are available to an
      Indemnified Party, in each of which cases the Corporation, shall not have
      the right to assume the defence of such suit on behalf of the Indemnified
      Party but shall be liable to pay the reasonable fees and expenses of
      counsel for the Indemnified Party. In no event shall the Corporation be
      required to pay the reasonable fees and expenses of more than one set of
      counsel in any one jurisdiction for all of the Indemnified Parties in
      respect of any particular Claim or related set of Claims.

	 	 
	11.6 	
      Responsibility. Except in respect of statements
      expressly agreed by the Agent in writing, neither the Agent nor any of its
      affiliates or advisers will be responsible to the Corporation or its
      directors for verifying the accuracy or fairness of the information
      published by the Corporation in connection with the Placing.

	 	 
	11.7 	
      Gross Up. All sums payable to the Agent or any of
      its affiliates pursuant to this clause 12 shall be paid free and clear of
      all deductions or withholdings unless the deduction or withholding is
      required by law, in which event the payer shall pay such additional amount
      as will be required to ensure that the net amount received by the relevant
      person will equal the full amount which would have been received by it had
      such deduction or withholding not been made. If the United Kingdom Inland
      Revenue or any other taxing authority in any jurisdiction brings into any
      charge for taxation (or into any computation of income, profits or gains
      for the purpose of any charge for taxation) any sum payable under any
      indemnity contained in this clause 12, the amount so payable shall be
      increased by such amount as will ensure that after deduction of the
      taxation so chargeable there shall remain a sum equal to the amount that
      would otherwise be payable under such
indemnity.







- 19 - 

	12. 	 CONTRIBUTION

	 	 	 
	12.1 	 Contribution. In order to provide for
        a just and equitable contribution in circumstances in which the indemnity
        provided in clause 12 would otherwise be available in accordance with
        its terms but is, for any reason, unavailable to or unenforceable by the
        Agent or enforceable otherwise than in accordance with its terms or insufficient
        to hold any Indemnified Party harmless, the Corporation (the “Indemnifier”)
        shall contribute to all Claims suffered or incurred by any Indemnified
        Party in such proportion as is appropriate to reflect not only the relative
        benefits received by the Indemnifier on the one hand and any Indemnified
        Party on the other hand from the distribution of the Flow-Through Shares
        but also the relative fault of the Indemnifier or any Indemnified Party
        as well as any relevant equitable considerations. The Indemnifier shall
        in any event be liable to contribute to the amount paid or payable by
        an Indemnified Party as a result of a Claim, any amounts in excess of
        the Agent’s Fee in the case of the Agent, or any portion of such
        fee actually received by the Indemnified Party. The Agent shall not in
        any event be liable to contribute, in the aggregate, any amounts in excess
        of the Agent’s Fee or any portion of such fee actually received.
        However, no party who has engaged in any fraud, fraudulent misrepresentation,
        wilful misconduct or negligence shall be entitled to claim contribution
        from any person who has not engaged in such fraud, fraudulent misrepresentation,
        wilful misconduct or negligence.

	 	 	 
	12.2 	 Right of Contribution in Addition to Other
        Rights. The rights to contribution provided in this section shall
        be in addition to and not in derogation of any other right to contribution
        which the Agent may have by statute or otherwise at law.

	 	 	 
	12.3 	 Calculation of Contribution. If the
        Corporation may be held to be entitled to contribution from the Agent
        under the provisions of any statute or at law, the Corporation shall be
        limited to contribution in an amount not exceeding the lesser of:

	 	 	 
		(a) 	 the portion of the full amount of the loss or liability
        giving rise to such contribution for which the Agent are responsible,
        as determined under clause 13(1); and

	 	 	 
		(b) 	 the amount of the aggregate Agent’s Fee actually
        received by the Agent from the Corporation under this Agreement.

	 	 	 
	12.4 	 Right of Contribution in Favour of Others.
        With respect to any Indemnified Party who is not a party to this Agreement,
        it is the intention of the Corporation to constitute the Agent as trustee
        for such Indemnified Party of the rights and benefits of this section
        and the Agent agrees to accept such trust and to hold the rights and benefits
        of this section in trust for and on behalf of such Indemnified Party.

	 	 	 
	13. 	 SEVERABILITY

	 	 	 
		 If any provision of this Agreement is determined
        to be void or unenforceable in whole or in part, it shall be deemed not
        to affect or impair the validity of any other provision of this Agreement
        and such void or unenforceable provision shall be severable from this
        Agreement.








- 20 - 

	14. 	
      EXPENSES

	 	 	 
	14.1 	
      Whether or not the transactions contemplated by this
      Agreement shall be completed (unless due to the Agent’s fraud, fraudulent
      misrepresentation, wilful misconduct or negligence) all expenses of or
      incidental to the Placing, and all expenses of or incidental to all other
      matters in connection with the transactions set out in this Agreement,
      shall be borne directly by the Corporation including, without
      limitation:

	 	 	 
		(a) 	
      fees and expenses payable in connection with the
      distribution of the Flow-Through Shares (and any qualification relating
      thereto), the fees relating to listing of the Flow -Through Shares on any
      exchange or market, all fees and disbursements of counsel to the
      Corporation, all reasonable fees and disbursements of counsel to the Agent
      which are subject to a cap of Cdn$50,000 (exclusive of disbursements and
      taxes)), all fees and expenses of the Auditors, all reasonable direct fees
      and expenses of the Agent relating to the marketing of the Flow-Through
      Shares (including, without limitation, “road shows”, marketing meetings,
      marketing documentation and institutional investor meetings) and all other
      reasonable out-of-pocket expenses of the Agent including all travel
      expenses in connection with due diligence, marketing meetings and “road
      shows” and all costs incurred in connection with the preparation, printing
      and mailing of certificates representing the Flow-Through Shares;
    and

	 	 	 
		(b) 	
      all stamp duty or stamp duty reserve tax and any related
      costs, fines, penalties and interest payable by any Subscriber or any
      other person in respect of his acquisition of Flow-Through Shares pursuant
      to the Placing,

	 	 	 
		
      provided that any individual expenses anticipated to be
      in excess of $5,000 are to be approved by the Corporation. The incurring
      of legal expenses is herein acknowledged by the Corporation and
      approved.

	 	 	 
	15. 	
      DATA PROTECTION

	 	 	 
		
      The Agent agrees to hold all information it possesses
      relating to the Corporation in accordance with all applicable data
      protection legislation. Notwithstanding the foregoing, the Corporation
      hereby consents to the Agent’s use of such information in order to provide
      the Corporation with information relating to the Agent and its services
      which the Agent deems may be of interest to the Corporation.

	 	 	 
	16. 	
      SURVIVAL

	 	 	 
		
      The representations, warranties, obligations and
      agreements contained in this Agreement and in any certificate delivered
      pursuant to this Agreement or in connection with the offer and sale of the
      Flow-Through Shares shall survive the offer and sale of the Flow-Through
      Shares and shall continue in full force and effect unaffected by any
      subsequent disposition of the Flow-Through Shares by the Agent or a
      Subscriber or the termination of the Agent’s obligations and shall not be
      limited or prejudiced by any investigation made by or on behalf of the
      Agent in connection with the distribution of the Flow-Through
    Shares.







- 21 - 

	17. 	
      TIME OF THE ESSENCE

	 	 
		
      Time shall be of the essence of this Agreement.

	 	 
	18. 	
      GOVERNING LAW AND VENUE

	 	 
		
      This Agreement shall be governed by and construed in
      accordance with the laws of the Province of British Columbia and the
      federal laws of Canada applicable therein. The parties hereto irrevocably
      attorn and submit to the exclusive jurisdiction of the courts of the
      Province of Ontario with respect to any dispute related to this
      Agreement.

	 	 
	19. 	
      CURRENCY

	 	 
		
      All funds referred to in this Agreement shall be in
      Canadian dollars unless otherwise specified. Any reference to “$” or
      “Cdn.$” is a reference to Canadian dollars.

	 	 
	20. 	
      NOTICE

	 	 
	20.1 	
      Unless otherwise expressly provided in this Agreement,
      any notice or other communication to be given under this Agreement (a
      “Notice”) shall be in writing addressed as follows:

	 	 
		
      If to the Corporation, addressed and sent
  to:



Kirkland Lake Gold Inc. 
Suite 300,
570 Granville Street 
Vancouver, British Columbia 
Canada V6C 3P1 

Attention:             
Sandra Lee, Corporate Secretary

Fax:                         1-604-681-4692


with a copy to: 

Northwest Law Group 
1880-1055 West
Georgia Street 
Vancouver, British Columbia 
Canada V6E3P3 

Attention:             
Michael Provenzano

Fax:                         +1
604 687 6650 




- 22 - 

If to the Agent, addressed and sent to:


Canaccord Capital Corporation

Toronto Office 
PO Box 6 
Suite 1210 
320 Bay Street 
Toronto,
ON 
M5H 4A6 

Attention:             
Jens Mayer, Executive Vice President and Director

Fax:                         +1
416 869 3876 

with a copy to: 

Canaccord Capital (Europe) Limited

1st Floor, Brook House 
27 Upper Brook Street 
London, United Kingdom
W1K 7QF 

Attention:             
Robin Birchall

Fax:                         +44
(0)20 7518 2785 

and 

McCarthy Tetrault, Registered Foreign
Lawyers and Solicitors 
5 Old Bailey 
London, England, EC4M 7BA 

Attention:             
Robert J Brant

Fax:                         +44
(0)20 7822 1555 

or to such other address as any of the
persons may designate by Notice given to the others. 

	20.2 	
      Each Notice shall be personally delivered to the
      addressee or sent by fax to the addressee and:

	 	 	 
		(a) 	
      a Notice which is personally delivered shall, if
      delivered on a Business Day, be deemed to be given and received on that
      day and, in any other case, be deemed to be given and received on the
      first Business Day following the day on which it is delivered;
  and

	 	 	 
		(b) 	
      a Notice which is sent by fax shall be deemed to be given
      and received on the first Business Day following the day on which it is
      sent.







- 23 - 

	21. 	
      CONFLICT OF INTEREST

	 	 	 
	21.1 	
      The Corporation:

	 	 	 
		(a) 	
      acknowledges and agrees that the Agent has certain
      statutory obligations as registrant under the Canadian Securities Laws and
      has fiduciary relationships with its respective clients; and

	 	 	 
		(b) 	
      consents to the Agent acting hereunder while continuing
      to act for its clients.



To the extent that the Agent’s
statutory obligations as registrant under the Canadian Securities Laws or
fiduciary relationships with its respective clients conflicts with its
obligations hereunder, the Agent shall be entitled to fulfill its statutory
obligations as registrant under the Canadian Securities Laws and its fiduciary
duties to its clients. Nothing in this Agreement shall be interpreted to prevent
the Agent from fulfilling its statutory obligations as registrant under the
Canadian Securities Laws or to satisfy its fiduciary duties to its clients. 

	22. 	
      THIRD PARTY BENEFICIARIES

	 	 
		
      All of the representations, warranties, covenants and
      agreements of the Corporation herein contained, other than the provisions
      contained in clauses 12 to 15, inclusive, shall also be deemed to be made
      for the benefit of the Subscribers as if the Subscribers were also party
      hereto (it being agreed that the Agent is acting for and on behalf of the
      Subscribers for this purpose and may on behalf of any or all of such
      Subscribers take such action as may be necessary to enforce or otherwise
      seek remedies in respect of any breach of such representations, warranties
      and covenants).

	 	 
	23. 	
      ENTIRE AGREEMENT

	 	 
		
      This Agreement constitutes the entire agreement between
      the parties hereto with respect to the subject matter hereof.

	 	 
	24. 	
      ANNOUNCEMENTS

	 	 
	24.1 	
      The Corporation shall provide the Agent with a copy of
      all press releases to be issued by the Corporation concerning the Placing
      prior to the issuance thereof, and shall give the Agent an opportunity to
      provide comments on any such press release.

	 	 
	24.2 	
      Notwithstanding the foregoing, nothing contained in this
      section shall prevent the Corporation from issuing a press release
      forthwith in the event that counsel advises that it is necessary in order
      to comply with securities laws or the rules or policies of the
  TSX.

	 	 
	25. 	
      COUNTERPARTS/FACSIMILE SIGNATURES

	 	 
		
      This Agreement may be executed by any one or more of the
      parties to this Agreement in any number of counterparts, each of which
      shall be deemed to be an original, but all such counterparts shall
      together constitute one and the same instrument. The transmission
  by







- 24 - 

facsimile of a copy of the execution
page hereof reflecting the execution of this Agreement by any party hereto shall
be effective to evidence that party’s intention to be bound by this Agreement
and that party’s agreement to the terms, provisions and conditions hereof, all
without the necessity of having to produce an original copy of such execution
page. 

[The remainder of this page has been
intentionally left blank]




- 25 - 

The foregoing is agreed by the parties as of the date first
mentioned above. 

	 	CANACCORD CAPITAL CORPORATION 
	 	 	 
	 	 	 
	 	By: 	  
	 	 	 
	 	 	
	 	KIRKLAND LAKE GOLD INC. 
	 	 	 
	 	 	 
	 	By: