Filed by Automated Filing Services Inc. (604) 609-0244 - Kirkland Lake Gold Inc. - Exhibit 4.28







  Date: 1 June 2006 

   

   

   

  Kirkland Lake Gold Inc. 

   

  The Directors of Kirkland Lake Gold Inc 

   

  Ocean Equities Ltd.

   

   

   

  Broker Agreement

   

   



 

 

 

Field Fisher Waterhouse 35 Vine Street London EC3N 2AA





Contents

	No 	Heading 	Page 
	 	 	 
	  	Clauses 	  
	 	 	 
	1. 	Interpretation 	1 
	 	 	 
	2. 	Appointment of Ocean Equities
      and duties as Broker 	2 
	 	 	 
	3. 	Remuneration and Expenses
      	3 
	 	 	 
	4. 	Undertakings and Authorities
      relating to the appointment 	3 
	 	 	 
	5. 	Continuing Obligations 	4 
	 	 	 
	6. 	Further acknowledgement and
      undertakings 	4 
	 	 	 
	7. 	Termination 	6 
	 	 	 
	8. 	Indemnities 	9 
	 	 	 
	9. 	Withholding and Grossing-up 	11 
	 	 	 
	10. 	Notices 	12 
	 	 	 
	11. 	Change of Director 	13 
	 	 	 
	12. 	Miscellaneous 	13 
	 	 	 
	13. 	Governing Law 	14 
	 	 	 
	  	Schedule 	  
	  	  	  
	Schedule 1 	15 
	 	 	 
	The Directors 	15 


i




THIS AGREEMENT is made this 1st day of June
2006 

AMONG: 

	(1) 	
      Kirkland Lake Gold Inc. whose registered office is
      at Suite 1880 Royal Centre, 1055 West Georgia Street, Vancouver, British
      Columbia V6E 3P3, Canada (the “Company”);

	 	 
	(2) 	
      THE DIRECTORS of the Company whose names and
      addresses are set out in Schedule 1 (the “Directors”);
and

	 	 
	(3) 	
      OCEAN EQUITIES LTD. whose registered office is at
      3 Copthall Avenue, London EC2R 7BH United Kingdom (“Ocean
      Equities”).



IT IS AGREED: 

	1. 	
      Interpretation

	 	 
	1.1 	
      In this Agreement the following words and expressions
      shall (save where the context otherwise requires) have the following
      meanings:




	 	“AIM” 	
      means the AIM Market operated by London Stock Exchange;
      

	 	  	
       

	 	“AIM Rules” 	
      means the rules governing the admission of securities to
      AIM as set out by London Stock Exchange as amended from time to time;
    

	 	  	
       

	 	“Common Shares” 	
      means the common shares of the Company. 

	 	  	
       

	 	“FSA” 	
      means the Financial Services Authority of the United
      Kingdom; 

	 	  	
       

	 	“FSMA” 	
      means the Financial Services and Markets Act 2000 (as
      amended); and 

	 	  	
       

	 	“London Stock Exchange” 	
      means London Stock Exchange plc.





	1.2 	
      References in this Agreement to Clauses and Schedules are
      to the Clauses and Schedules of this Agreement.

	 	 
	1.3 	
      Headings are included in this Agreement for convenience
      only and shall be disregarded in its
interpretation.



1





	1.4 	
      In this Agreement the expressions “holding company”,
      “subsidiary undertaking” and “subsidiary” shall have the meanings given
      thereto in the Companies Act 1985 (as amended by the Companies Act
      1989).

	 	 	 
	1.5 	
      A reference to a statute or statutory provision includes
      a reference:-

	 	 	 
		(a) 	
      to that statute or provision as from time to time
      modified or re-enacted;

	 	 	 
		(b) 	
      to any repealed statute or statutory provision which it
      re-enacts (with or without modification); and

	 	 	 
		(c) 	
      to any subordinate legislation made under the relevant
      statute.

	 	 	 
	2. 	
      Appointment of Ocean Equities and duties as
      Broker

	 	 	 
	2.1 	
      The Company hereby irrevocably and unconditionally
      appoints Ocean Equities to act as its broker in the United Kingdom for the
      purposes of the AIM Rules upon the terms and subject to the conditions set
      out in this Agreement and Ocean Equities shall act as broker to the
      Company.

	 	 	 
	2.2 	
      Ocean Equities shall act as the Company's broker in the
      United Kingdom and will be responsible to London Stock Exchange for
      fulfilling the responsibilities imposed by the AIM

	 	 	 
		
      Rules relating to brokers appointed by AIM-quoted
      companies which include using best endeavours to find matching business if
      there is no market maker in the Company's shares.

	 	 	 
	2.3 	
      In addition to these responsibilities Ocean Equities
      will:-

	 	 	 
		(a) 	
      maintain regular contact with the Company concerning any
      movement in the price of the Common Shares on AIM and give details to the
      Company, as requested or required and as available to Ocean Equities, of
      trading in the Common Shares on AIM;

	 	 	 
		(b) 	
      act as the point of contact between the investment
      community in the United Kingdom and the Company;

	 	 	 
		(c) 	
      when requested, co-ordinate all transactions in Common
      Shares on AIM, with a view to maintaining an orderly market in Common
      Shares on AIM;

	 	 	 
		(d) 	
      advise the Company on investment conditions in the United
      Kingdom and the pricing of its securities;



2





	 	(e) 	
      prepare and publish broker's notes to the investment
      community in the United Kingdom at such times as shall be deemed
      appropriate by Ocean Equities; and

	 	 	 
	 	(f) 	
      not appoint any agent to fulfil any of its duties or
      obligations to the Company without the prior written agreement of the
      Company.




	2.4 	
      The Company acknowledges that the appointment of Ocean
      Equities under Clause 2.1 confers on Ocean Equities all powers,
      authorities and discretions on behalf of the Company which are necessary
      for, or reasonably incidental to, such appointment and the Company agrees
      to ratify and confirm everything which Ocean Equities shall lawfully and
      reasonably do on behalf of the Company in the exercise of such
      appointment, powers, authorities and discretions. Ocean Equities agrees to
      keep the Company informed as soon as reasonably practicable as to any
      actions which it may propose to take in its capacity as broker to the
      Company.

	 	 
	2.5 	
      Ocean Equities acknowledges that the appointment of Ocean
      Equities under Clause 2.1 does not restrict the Company from using the
      services any other financial institution in the United Kingdom for any
      purpose whatsoever.

	 	 
	3. 	
      Remuneration and Expenses

	 	 
	3.1 	
      The Company shall pay to Ocean Equities in respect of its
      services as broker an annual retainer fee of £•, which shall be payable
      quarterly in advance together with any reasonable out-of-pocket expenses
      which they incur in respect of such services.

	 	 
	3.2 	
      Unless expressly agreed to the contrary, the Company
      agrees to pay any fees and expenses properly due and payable to Ocean
      Equities pursuant to this Agreement from time to time within 28 days after
      the issue of the invoice in respect thereof together with any VAT properly
      chargeable thereon upon production of an appropriate VAT
invoice.

	 	 
	3.3 	
      Any payments due pursuant to this Clause 3 shall be in
      addition to any fees payable pursuant to any advice which Ocean Equities
      may be engaged to provide on any specific transaction, position or
      situation on behalf of the Company, subject to prior agreement with the
      Company.

	 	 
	4. 	
      Undertakings and Authorities relating to the
      appointment

	 	 
	4.1 	
      The Company hereby undertakes in favour of Ocean Equities
      to execute or to use all reasonable endeavours to procure the execution of
      all such documents and to do or procure the doing of all such things as
      may reasonably be required by, or be reasonably necessary to comply with
      the requirements of, AIM, AIM Rules or London Stock Exchange for
  the



3





		
      purposes of or in connection with Ocean Equities’
      continuing role as broker to the Company.

	 	 	 
	4.2 	
      The Company hereby undertakes to Ocean Equities that it
      will for so long as the Common Shares are admitted to trading on AIM
      comply with and abide by all relevant laws and regulations including the
      AIM Rules, the FSMA, the Code of Market Conduct published by the FSA and
      the Criminal Justice Act 1993.

	 	 	 
	4.3 	
      The Company undertakes, so far as it is able, promptly to
      provide Ocean Equities or procure that Ocean Equities is promptly provided
      with all information, confirmations and evidence which Ocean Equities may
      reasonably require for the proper performance of its duties hereunder or
      as may be required by London Stock Exchange in order to comply fully with
      all relevant provisions of the AIM Rules, the FSMA, the Code of Market
      Conduct published by the FSA and any other laws or regulations (whether or
      not having the force of law). The Company undertakes that all such
      information, confirmations and evidence provided by it to Ocean Equities
      will so far as it is aware be in all material respects true and accurate
      and not misleading. Furthermore, if anything occurs within a reasonable
      time thereafter which renders any such information, confirmation, evidence
      or statements of opinion in any material respect untrue or inaccurate or
      misleading, the Company will, as soon as practicable notify Ocean Equities
      and take all reasonable steps necessary to amend the information,
      confirmation, evidence or statement of opinion so as to rectify the
      matter.

	 	 	 
	5. 	
      Continuing Obligations

	 	 	 
	5.1 	
      Each of the Directors severally undertakes to Ocean
      Equities and the Company that:-

	 	 	 
		(a) 	
      he will inform Ocean Equities without delay on becoming
      aware of any breach by the Company or any of the Directors of any
      provision of the AIM Rules;

	 	 	 
		(b) 	
      he will at all times comply and act in accordance with
      the AIM Rules (in particular as they relate to dealings in the securities
      of a company whose securities have been admitted to trading on AIM) and
      will, so far as he is able to, procure that the affairs of the Company are
      conducted in accordance with the AIM Rules; and

	 	 	 
		(c) 	
      so far as he is able, he will procure (or authorise) that
      the Company complies with its obligations under this Agreement.

	 	 	 
	6. 	
      Further acknowledgement and undertakings

	 	 	 
	6.1 	
      Save as required by the AIM Rules, the Toronto Stock
      Exchange, applicable laws or regulations or any securities regulatory
      authority having jurisdiction, neither any advice



4





		
      rendered by Ocean Equities nor any communication from
      Ocean Equities in connection with the services performed by Ocean Equities
      pursuant to this Agreement may be quoted, or referred to, in any public
      report, document, release or other communication by the Company or by any
      related party without the prior written consent of Ocean Equities. If any
      advice or communication is required to be quoted or referred to, the
      Company will promptly first notify Ocean Equities thereof so Ocean
      Equities can take such measures as it feels are necessary.

	 	 
	6.2 	
      The Company and each of the Directors acknowledge and
      accept that Ocean Equities may be required by law or by regulatory
      agencies and authorities to disclose information and deliver documents
      relating to the Company and the Directors in relation to Ocean Equities’
      engagement hereunder. The Company and each of the Directors expressly
      authorise any such disclosure or delivery provided that, to the extent
      allowed, Ocean Equities will provide the Company with prompt notice before
      making any such disclose of information so the Company and the Directors
      can take such measures as they feel are necessary.

	 	 
	6.3 	
      All correspondence and papers in Ocean Equities’
      possession or control relating to its engagement hereunder shall be and
      remain Ocean Equities’ sole property, save for any original documents held
      to the Company's order.

	 	 
	6.4 	
      Ocean Equities is entitled to assume that instructions
      have been properly authorised by the Company if they are given or
      purported to be given by an individual or person who is or purports to be
      and is reasonably believed by Ocean Equities to be a director, appropriate
      employee or authorised agent of the Company.

	 	 
	6.5 	
      When Ocean Equities gives the Company advice or provides
      other services in accordance with this Agreement, it or an associate or
      some other person in connection with it or another client may have an
      interest, relationship or arrangement that is material in relation to the
      transaction or investment concerned. Accordingly, if Ocean Equities
      becomes aware that a conflict of interest has arisen or is likely to
      arise, it will inform the Company, but will be under no obligation to
      provide details of the conflict save as may be reasonably required to
      enable the Company to make a judgment on the matter. Thereafter, the
      parties will consult with a view to resolving a satisfactory procedure in
      view of such conflict, however, as a result of such conflict of interest,
      Ocean Equities may not be able to advise the Company and Ocean Equities
      reserves the right to decline to arrange any transaction or give advice or
      make any accommodation to the Company.

	 	 
	6.6 	
      The Company and each of the Directors acknowledge that
      all services provided by Ocean Equities pursuant to this Agreement are
      subject to the FSA's handbook of rules and guidance.

	 	 
	6.7 	
      The Company and each of the Directors acknowledge that
      Ocean Equities is acting solely for



5





		
      the Company in relation to the subject matter of this
      Agreement and no one else and accordingly that Ocean Equities will not be
      responsible to anyone other than the Company for providing the protections
      afforded to customers of Ocean Equities under FSA Rules or for providing
      advice in relation to or in connection with such subject matter.

	 	 	 
	6.8 	
      The Company and each of the Directors acknowledge that
      Ocean Equities is not responsible for providing any legal advice to the
      Company or the Directors in respect of any applicable laws and regulations
      and the Company and each of the Directors undertakes to obtain appropriate
      legal advice in respect of these and to communicate to Ocean Equities any
      such advice as is relevant to the carrying out of Ocean Equities’ services
      hereunder.

	 	 	 
	6.9 	
      The Company and each of the Directors acknowledge that
      Ocean Equities owes a number of responsibilities solely to London Stock
      Exchange and will not incur any liability to the Company or the Directors
      where it has acted properly in accordance with those
    responsibilities.

	 	 	 
	7. 	
      Termination

	 	 	 
	7.1 	
      Either the Company or Ocean Equities may terminate the
      appointment contained in this Agreement by giving to the other not less
      than three months notice in writing provided that if the appointment is
      terminated other than due to one of the termination events specified in
      Clause 7.2 below the Company shall be liable to pay to Ocean Equities on a
      pro rata basis its annual retainer fee referred to in Clause 3.1 of
      this Agreement up to the date of the expiry of such notice.

	 	 	 
	7.2 	
      The Company may terminate the appointment contained in
      this Agreement forthwith by giving written notice to Ocean Equities
      following:

	 	 	 
		(a) 	
      the appointment of a liquidator, receiver, administrative
      receiver or administrator over the whole or substantially the whole of
      Ocean Equities’ assets except for the purposes of a solvent
      reconstruction, amalgamation, reorganisation, merger or
    consolidation;

	 	 	 
		(b) 	
      Ocean Equities commits any material breach of any of the
      terms and conditions of this Agreement, which breach (if capable of
      remedy) remains unremedied within 14 days of service of a notice
      specifying the breach and requiring it to be remedied in circumstances in
      which any such breach might reasonably be expected to jeopardise or damage
      the reputation of the Company if the appointment was not
  terminated;

	 	 	 
		(c) 	
      Ocean Equities commits a fraudulent act, or commits any
      material breach of the AIM



6





	 		
      Rules, FSMA, the Code of Market Conduct published by the
      FSA or any other laws or regulations to which Ocean Equities is subject
      from time to time;

	 	 	 
	 	(d) 	
      any warranty or representation given by Ocean Equities in
      this Agreement is found to be untrue or misleading in any respect which is
      material;

	 	 	 
	 	(e) 	
      Ocean Equities ceasing to be registered with London Stock
      Exchange as a member firm; or

	 	 	 
	 	(f) 	
      Ocean Equities ceasing to be regulated and authorised by
      the FSA.




	7.3 	
      Ocean Equities may terminate its appointment forthwith by
      giving written notice to the Company in any one of the following events or
      circumstances:

	 	 	 
		(a) 	
      the Company does not pay any sum payable under this
      Agreement within 30 days of the due date;

	 	 	 
		(b) 	
      the Company commits any material breach of any of the
      terms and conditions of this Agreement, which breach (if capable of
      remedy) remains unremedied within 14 days of service of a notice
      specifying the breach and requiring it to be remedied in circumstances in
      which any such breach might reasonably be expected to jeopardise or damage
      the reputation of Ocean Equities if the appointment was not
    terminated;

	 	 	 
		(c) 	
      any Director commits a fraudulent act, or the Company or
      any Director commits any material breach of the AIM Rules, FSMA, the Code
      of Market Conduct published by the FSA or any other laws or regulations to
      which the Company or the Directors are subject from time to
time;

	 	 	 
		(d) 	
      the Company fails to comply with advice given to the
      Company or the Directors by Ocean Equities such that, in the reasonable
      opinion of Ocean Equities, such failure could jeopardise or damage the
      reputation of Ocean Equities;

	 	 	 
		(e) 	
      any warranty or representation given by the Company or a
      Director in this Agreement is found to be untrue or misleading in any
      respect which is material;

	 	 	 
		(f) 	
      any step is taken by any person with a view to the
      administration of the Company under Part II of the Insolvency Act
    1986;

	 	 	 
		(g) 	
      the Company stops or suspends or threatens to stop or
      suspend payment of all or a material part of (or a particular type of) its
      debts or is unable to pay its debts or is



7





	 		
      deemed unable to do so under Section 123(1) or (2)
      Insolvency Act 1986;

	 	 	 
	 	(h) 	
      the Directors make any proposal under Section 1 of the
      Insolvency Act 1986 or the Company proposes or makes any agreement for the
      deferral, resettling or other readjustment (or proposes or makes a general
      assignment of or arrangement or composition for the benefit of the
      relevant creditors) of all (or all of a particular type) of its debts, or
      a moratorium is agreed or declared in respect of, or affecting all or a
      material part (or of a particular type) of the debts of, the
    Company;

	 	 	 
	 	(i) 	
      the appointment of a receiver, administrative receiver,
      manager or similar person to enforce a security given by the Company;
      or

	 	 	 
	 	(j) 	
      any step is taken by the Company with a view to its
      winding-up or any person presents a winding-up petition (other than for
      frivolous or vexatious reasons) which is not dismissed within 14 days or
      the Company ceases or threatens to cease to carry on all or a material
      part of its business, except for the purposes of and followed by
      reconstruction, amalgamation, reorganisation, merger or consolidation on
      terms approved by Ocean Equities before that step is
  taken.




	7.4 	
      Each defaulting party shall notify the other party
      promptly upon the occurrence of a termination event as set out in Clauses
      7.2 and 7.3 of this Agreement (a "Termination Event") or any event
      or circumstance which may reasonably be expected to give rise to the
      occurrence of a Termination Event.

	 	 	 
	7.5 	
      Upon the occurrence of a Termination Event the
      non-defaulting party shall be entitled to terminate the appointment
      referred to in this Agreement forthwith by written notice to the other
      party.

	 	 	 
	7.6 	
      Upon termination of the appointment referred to in this
      Agreement:-

	 	 	 
		(a) 	
      the rights and obligations of the parties under this
      Agreement shall terminate and be of no further effect, except that Clauses
      3.2 and 8 of this Agreement shall remain in full force and
  effect;

	 	 	 
		(b) 	
      any rights or obligations to which any of the parties to
      this Agreement may be entitled or be subject to in relation to such
      appointment before such termination shall remain in full force and effect;
      and

	 	 	 
		(c) 	
      the termination shall not affect or prejudice any right
      to damages or other remedy which the terminating parties may have in
      respect of the Termination Event which



8




gave rise to the termination or any
other right to damages or other remedy which any party may have in respect of
any breach of this Agreement which existed at or before the date of termination.


	8. 	
      Indemnities

	 	 
	8.1 	
      No claim shall be made by the Company or any of the
      Directors against Ocean Equities, or any subsidiary undertaking or holding
      company of Ocean Equities or any subsidiary undertaking of any holding
      company of Ocean Equities or any of its directors, officers, or employees
      (each, together with Ocean Equities, for the purposes of this Clause 8 an
      “Indemnified Person”) to recover any loss, damage, cost, charge or
      expense which the Company, the Directors or any holder of Common Shares or
      other securities of the Company may suffer or incur by reason of or
      arising out of the carrying out by Ocean Equities, or on its behalf, of
      its obligations and services under and in accordance with this Agreement
      except to the extent that such loss, damage, cost, charge or expense
      arises from the fraud, negligence or wilful default of Ocean Equities or
      any other Indemnified Person, any failure by Ocean Equities to comply with
      its obligations under this Agreement or any breach by Ocean Equities or
      any other Indemnified Person of the AIM Rules or the FSA's handbook of
      rules and guidance.

	 	 
	8.2 	
      Without prejudice to the rights of Ocean Equities as
      agent of the Company under common law, the Company hereby undertakes to
      Ocean Equities (for itself and as a trustee (but on terms that it shall be
      entitled in its own discretion to waive any entitlement hereunder (or
      otherwise make settlements with respect hereto) to such extent as it may
      think fit having regard to its own and any other interest it may
      determine) for each and every other Indemnified Person) to indemnify each
      Indemnified Person against all or any claims (whether or not successful,
      compromised or settled), actions, liabilities, demands, proceedings or
      judgements brought or established against any Indemnified Person in any
      jurisdiction by any holder of Common Shares or by any governmental agency
      or regulatory body or any other person whatsoever and against all losses,
      reasonable costs, charges, expenses (including legal fees reasonably and
      properly incurred) or taxes (including, VAT, stamp duty and SDRT but
      excluding corporation tax on normal trading profits) which any Indemnified
      Person may suffer or incur (including, but not Ltd. to, all such losses,
      reasonable costs, charges, reasonable expenses or taxes suffered or
      properly incurred in disputing any claim, action, liability, demand or
      proceedings aforesaid or in establishing its right to be indemnified
      pursuant to this Clause 8.2) and which in any such case arises, directly
      or indirectly, out of or is attributable to or is in connection
    with:




	 	(a) 	
      the neglect or default of the Company;
  or



9





	 	(b) 	
      Ocean Equities acting as broker to the Company in
      accordance with the terms of this Agreement and the AIM
  Rules;




		
      unless and to the extent that any of them arises from the
      fraud, negligence or wilful default of any Indemnified Person or any
      failure by Ocean Equities to comply with its obligations under this
      Agreement or any breach by Ocean Equities or any other Indemnified Person
      of the AIM Rules or the FSA's handbook of rules and guidance.

	 	 	 
	8.3 	
      If Ocean Equities becomes aware of any claim made or
      threatened within the scope of the indemnity set out in this Clause 8,
      Ocean Equities shall promptly notify the Company thereof and shall
      thereafter (subject to the Indemnified Person being indemnified and
      secured to their reasonable satisfaction by the Company against all costs,
      charges, damages and expenses the Indemnified Person may suffer or incur
      as a result of so doing), subject to the requirements (if any) of the
      Indemnified Person's insurers, consult with the Company regarding the
      Indemnified Person's conduct of the Claim and shall provide the Company
      with such information and copies of such documents relating to the claim
      as the Company may reasonably require provided that the Indemnified Person
      shall not be under any obligation to take into account any requirements of
      the Company in connection with such conduct nor to provide the Company
      with a copy of any document which is, or in the reasonable opinion of the
      Indemnified Person's advisers, is likely to be privileged in the context
      of the claim.

	 	 	 
	8.4 	
      If the Company becomes aware of any claim made or
      threatened within the scope of the indemnity set out in this Clause 8 or
      any matter which may give rise to a claim the Company shall notify Ocean
      Equities and shall provide the Indemnified Persons with such information
      and copies of such documents relating to the claim as they may reasonably
      require provided that the Company shall not be required to do so to the
      extent that:

	 	 	 
		(a) 	
      the Company in good faith considers a relevant document
      to be subject to a bona fide duty of confidentiality owed by it to
      a third party or to be privileged in the context of any litigation by the
      Company against the Indemnified Person (or vice versa) connected with the
      claim; or

	 	 	 
		(b) 	
      it would prejudice any insurance cover to which the
      Company may from time to time be entitled.

	 	 	 
	8.5 	
      The Company will not without the prior written consent of
      Ocean Equities settle or compromise or consent to the entry of any
      judgement with respect to any pending or threatened claim in respect of
      which indemnification may be sought by any Indemnified Person under this
      Clause 8 (whether or not the Indemnified Person is an actual or potential
      party to such claim) unless such settlement, compromise or consent
      includes an unconditional



10





		
      release of the Indemnified Person from all liability
      arising out of such claim.

	 	 
	8.6 	
      Ocean Equities may defend, compromise, settle or deal
      with any claim made or threatened within the scope of the indemnity set
      out in this Clause 8 as it sees fit (having considered the Company’s
      reasonable requests).

	 	 
	8.7 	
      Each Indemnified Person shall be entitled to enforce its
      rights under this Clause 8 pursuant to the Contracts (Rights of Third
      Parties) Act 1999, notwithstanding that such Indemnified Person is not a
      party to this Agreement.

	 	 
	9. 	
      Withholding and Grossing-up

	 	 
	9.1 	
      All sums payable to Ocean Equities under this Agreement
      shall be paid free and clear of all deductions or withholdings unless the
      deduction or withholding is required by law, in which event the relevant
      person shall pay such additional amount as shall be required to ensure
      that the net amount received by Ocean Equities will equal the full amount
      which would have been received by it had no such deduction or withholding
      been made.

	 	 
	9.2 	
      If the United Kingdom Inland Revenue or any other tax
      authority brings into charge to tax (or into any computation of income,
      profit or gains for the purposes of any charge to tax) any sum payable to
      Ocean Equities under this Agreement (other than the fees due under Clause
      3), then the person liable to make such payment shall pay such additional
      amount as shall be required to ensure that the total amount paid, less the
      tax chargeable thereon (or that would be so chargeable but for the
      availability of relief in respect of that charge to tax), is equal to the
      amount that would otherwise be payable to Ocean Equities under this
      Agreement (additional payments being made on demand of Ocean
    Equities).

	 	 
	9.3 	
      If, on payment of an additional amount to Ocean Equities
      under Clause 9.1 or 9.2 Ocean Equities determines that it has received or
      been granted (and has derived full use and benefit from) a credit against,
      relief or remission for, or repayment of, any tax in respect of or
      calculated with reference to the additional amount paid, Ocean Equities
      shall, to the extent that it can do so without prejudice to the retention
      of such credit, relief, remission or repayment, pay to the Company such
      amount as Ocean Equities shall, acting reasonably, determine to be the
      proportion of such credit, relief, remission or repayment as will leave
      Ocean Equities after such payment in the same after tax position it would
      have been in (after taking into account all reasonable expenses incurred
      in determining or, if necessary, claiming the appropriate credit, relief,
      remission or repayment) if no additional amount has been required to be
      paid. Provided always that:




	 	(a) 	
      Ocean Equities’ determination of any amount payable under
      this Clause 9.3 and the



11





	 		
      date by which it shall be paid shall be final and binding
      (subject to Ocean Equities’ right to adjust the amount determined should
      the initial determination prove to be incorrect);

	 	 	 
	 	(b) 	
      Ocean Equities shall have absolute discretion as to the
      order and manner in which it employs or claims tax credits and allowances
      available to it and generally as to the conduct of its tax affairs;
    and

	 	 	 
	 	(c) 	
      Ocean Equities shall not be obliged to disclose any
      information regarding its tax affairs or tax
  computations.




	10. 	
      Notices

	 	 
	10.1 	
      Any notices or other communication required to be given
      or served under or in connection with this Agreement shall be in writing
      and shall be sufficiently given or served if
delivered:




	 	(a) 	
      in the case of the Company or to the Directors
  to:




	 	Address: 	Suite 300, 570 Granville Street, Vancouver,
      British Columbia V6C 3P1 Canada 
	 	 	 
	 	Fax: 	+1 604 681 4692 
	 	 	 
	 	Attention: 	Sandra Lee, Secretary 


12





	 	(b) 	
      if to Ocean Equities to:




	 	Address: 	3 Copthall Avenue, London EC2R 7BH, United
      Kingdom 
	 	 	 
	 	Fax: 	+44 20 786 4371 
	 	 	 
	 	Attention: 	Chief Executive 



	10.2 	
      Any such notice shall be delivered by hand or sent by fax
      transmission or pre-paid first class post and if delivered by fax shall
      conclusively be deemed to have been given or served at the time of
      printout of a transmission report showing that the correct number of pages
      has been sent without error and if sent by post shall conclusively be
      deemed to have been received 10 days after the time of posting.

	 	 
	11. 	
      Change of Director

	 	 
	11.1 	
      The obligations of each of the Directors hereunder shall
      apply for so long as he remains a director of the Company.

	 	 
	11.2 	
      The Company shall procure that each new director of the
      Company appointed after the date of this Agreement as a director of the
      Company shall enter into an Agreement provided by Ocean Equities in
      substantially the same form as this Agreement.

	 	 
	12. 	
      Miscellaneous

	 	 
	12.1 	
      No party may assign any or all of its rights or
      obligations under this Agreement, save that Ocean Equities may assign the
      benefit of this Agreement to any holding company or subsidiary of Ocean
      Equities or any subsidiary of such holding company.

	 	 
	12.2 	
      This Agreement contains the entire agreement between the
      parties or any of them in connection with the appointment of Ocean
      Equities as the Company’s broker.

	 	 
	12.3 	
      No purported variation of this Agreement shall be
      effective unless made in writing and signed by each of the parties to this
      Agreement.

	 	 
	12.4 	
      A failure or delay by any party in exercising any right
      under this Agreement shall not impair such right or be construed as a
      waiver of it nor shall any single or partial exercise of any right
      preclude any other or further exercise of it or the exercise of any other
      right.



13





	12.5 	
      Save to the extent that third party rights are conferred
      in this Agreement on a person by express reference to the Contracts (Right
      of Third Parties) Act 1999, a person who is not a party to this Agreement
      has no right to enforce any term of this Agreement under that
  Act.

	 	 
	12.6 	
      If at any time any provision of this Agreement is or
      becomes illegal, invalid or unenforceable in any respect under the law of
      any jurisdiction, neither the legality, validity or enforceability of the
      remaining provisions, or the legality, validity or enforceability of such
      provision under the law of any other jurisdiction shall be affected or
      impaired in any way.

	 	 
	12.7 	
      If any party defaults in the payment when due of any sum
      payable under this Agreement (whether determined by agreement or pursuant
      to an order of a court or otherwise) the liability of that party shall be
      increased to include interest on such sum from the due date until the date
      of actual payment at the rate of 2 per cent above the base annual lending
      rate from time to time of the Royal Bank of Scotland plc. Such interest
      shall accrue from day to day, be compounded monthly and calculated on the
      basis of a 365 day year.

	 	 
	12.8 	
      This Agreement may be executed in any number of
      counterparts and by different parties on separate counterparts, each of
      which when so executed and delivered, and which delivery may be by
      telecopier, shall be an original, but all of the counterparts shall
      together constitute one and the same instrument.

	 	 
	13. 	
      Governing Law

	 	 
		
      The construction, validity and performance of this
      Agreement shall be governed by English Law and the parties irrevocably
      submit to the non-exclusive jurisdiction of the Courts of
  England.



IN WITNESS whereof this Agreement has been executed the
day and year first above written. 

14




Schedule 1 

The Directors 

	Name 	Address 
	  	  
	DAVID HARRY WILLIAMSON DOBSON 	P.O. Box 370 
	  	Kirkland Lake, Ontario P2N 3J1 
	  	Canada 
	 	 
	BRIAN ANTHONY HINCHCLIFFE 	P.O. Box 370 
	  	Kirkland Lake, Ontario P2N 3J1 
	  	Canada 


15





	SIGNED by 	)	
	 	 	 
	duly authorised for and on behalf of 	)	(Signed) Brian A. Hinchcliffe 
	 	 	 
	KIRKLAND LAKE GOLD INC. 	)	Signature 
	 	 	 
	in the presence of:- 	)	CEO
  
	 	 	 
	  	 	Title 
	  	 	  
	 	 	 
	SIGNED by 	)	
	 	 	 
	duly authorised for and on behalf of 	)	(Signed) W. Slack & (Signed) G. Wilkes 
	 	 	 
	OCEAN EQUITIES LTD. 	)	Signature 
	 	 	 
	in the presence of:- 	)	Directors 
	 	 	 
	  	 	Title 



	SIGNED by DAVID HARRY WILLIAMSON DOBSON 	(Signed) D. Harry W. Dobson 
	 	 
	 	 
	SIGNED by BRIAN ANTHONY HINCHCLIFFE 	(Signed) Brian A. Hinchcliffe 


16




Date: 1 June 2006 

 

 

Kirkland Lake Gold Inc. 

 

The Directors of Kirkland Lake Gold
  Inc 

 

Mirabaud Securities Limited

 

 

 

Broker Agreement

 

 

 

Field Fisher Waterhouse 35 Vine Street London EC3N 2AA





Contents

	No 	Heading 	Page 
	 	 	 
	  	Clauses 	  
	 	 	 
	1. 	Interpretation 	1 
	 	 	 
	2. 	Appointment of Mirabaud
      Securities and duties as Broker 	2 
	 	 	 
	3. 	Remuneration and Expenses
      	3 
	 	 	 
	4. 	Undertakings and Authorities
      relating to the appointment 	3 
	 	 	 
	5. 	Continuing Obligations
      	4 
	 	 	 
	6. 	Further acknowledgement
      and undertakings 	5 
	 	 	 
	7. 	Termination 	6 
	 	 	 
	8. 	Indemnities 	9 
	 	 	 
	9. 	Withholding and Grossing-up 	11 
	 	 	 
	10. 	Notices 	12 
	 	 	 
	11. 	Change of Director 	13 
	 	 	 
	12. 	Miscellaneous 	13 
	 	 	 
	13. 	Governing Law 	14 
	 	 	 
	  	Schedule 	  
	  	  	  
	Schedule 1 	15 
	 	 	 
	The Directors 	15 


i




THIS AGREEMENT is made this 1st day of June
  2006 

AMONG: 

	(1) 	 Kirkland Lake Gold Inc. whose registered office
        is at Suite 1880 Royal Centre, 1055 West Georgia Street, Vancouver, British
        Columbia V6E 3P3, Canada (the “Company”);

	 	 
	(2) 	 THE DIRECTORS of the Company whose names and
        addresses are set out in Schedule 1 (the “Directors”);
        and

	 	 
	(3) 	 MIRABAUD SECURITIES LIMITED whose registered
        office is at 21 St James’s Square, London SW1Y 4JP United Kingdom
        (“Mirabaud Securities”).



IT IS AGREED: 

	1. 	 Interpretation

	 	 
	1.1 	 In this Agreement the following words and expressions
        shall (save where the context otherwise requires) have the following meanings:





	 	“AIM” 	 means the AIM Market operated
        by London Stock Exchange; 

	 	  	  

	 	“AIM Rules” 	 means the rules governing the
        admission of securities to AIM as set out by London Stock Exchange as
        amended from time to time; 

	 	  	  

	 	“Common Shares” 	 means the common shares of the
        Company. 

	 	  	  

	 	“FSA” 	 means the Financial Services
        Authority of the United Kingdom; 

	 	  	  

	 	“FSMA” 	 means the Financial Services
        and Markets Act 2000 (as amended); and 

	 	  	  

	 	“London Stock Exchange” 	 means London Stock Exchange plc.
      





	1.2 	 References in this Agreement to Clauses and Schedules
        are to the Clauses and Schedules of this Agreement.

	 	 
	1.3 	 Headings are included in this Agreement for convenience
        only and shall be disregarded in its interpretation.



1





	1.4 	 In this Agreement the expressions “holding
        company”, “subsidiary undertaking” and “subsidiary”
        shall have the meanings given thereto in the Companies Act 1985 (as amended
        by the Companies Act 1989).

	 	 	 
	1.5 	 A reference to a statute or statutory provision
        includes a reference:-

	 	 	 
		(a) 	 to that statute or provision as from time to time modified
        or re-enacted;

	 	 	 
		(b) 	 to any repealed statute or statutory provision which
        it re-enacts (with or without modification); and

	 	 	 
		(c) 	 to any subordinate legislation made under the relevant
        statute.

	 	 	 
	2. 	 Appointment of Mirabaud Securities and
        duties as Broker

	 	 	 
	2.1 	 The Company hereby irrevocably and unconditionally
        appoints Mirabaud Securities to act as its broker in the United Kingdom
        for the purposes of the AIM Rules upon the terms and subject to the conditions
        set out in this Agreement and Mirabaud Securities shall act as broker
        to the Company.

	 	 	 
	2.2 	 Mirabaud Securities shall act as the Company's
        broker in the United Kingdom and will be responsible to London Stock Exchange
        for fulfilling the responsibilities imposed by the AIM

	 	 	 
		 Rules relating to brokers appointed by AIM-quoted
        companies which include using best endeavours to find matching business
        if there is no market maker in the Company's shares.

	 	 	 
	2.3 	 In addition to these responsibilities Mirabaud
        Securities will:-

	 	 	 
		(a) 	 maintain regular contact with the Company concerning
        any movement in the price of the Common Shares on AIM and give details
        to the Company, as requested or required and as available to Mirabaud
        Securities, of trading in the Common Shares on AIM;

	 	 	 
		(b) 	 act as the point of contact between the investment community
        in the United Kingdom and the Company;

	 	 	 
		(c) 	 when requested, co-ordinate all transactions in Common
        Shares on AIM, with a view to maintaining an orderly market in Common
        Shares on AIM;

	 	 	 
		(d) 	 advise the Company on investment conditions in the United
        Kingdom and the pricing of its securities;



2





	 	(e) 	 prepare and publish broker's notes to the investment
        community in the United Kingdom at such times as shall be deemed appropriate
        by Mirabaud Securities; and

	 	 	 
	 	(f) 	 not appoint any agent to fulfil any of its duties or
        obligations to the Company without the prior written agreement of the
        Company.





	2.4 	 The Company acknowledges that the appointment of Mirabaud
        Securities under Clause 2.1 confers on Mirabaud Securities all powers,
        authorities and discretions on behalf of the Company which are necessary
        for, or reasonably incidental to, such appointment and the Company agrees
        to ratify and confirm everything which Mirabaud Securities shall lawfully
        and reasonably do on behalf of the Company in the exercise of such appointment,
        powers, authorities and discretions. Mirabaud Securities agrees to keep
        the Company informed as soon as reasonably practicable as to any actions
        which it may propose to take in its capacity as broker to the Company.

	 	 
	2.5 	 Mirabaud Securities acknowledges that the appointment
        of Mirabaud Securities under Clause 2.1 does not restrict the Company
        from using the services any other financial institution in the United
        Kingdom for any purpose whatsoever.

	 	 
	3. 	 Remuneration and Expenses

	 	 
	3.1 	 The Company shall pay to Mirabaud Securities in respect
        of its services as broker an annual retainer fee of £•, which
        shall be payable quarterly in advance together with any reasonable out-of-pocket
        expenses which they incur in respect of such services.

	 	 
	3.2 	 Unless expressly agreed to the contrary, the Company
        agrees to pay any fees and expenses properly due and payable to Mirabaud
        Securities pursuant to this Agreement from time to time within 28 days
        after the issue of the invoice in respect thereof together with any VAT
        properly chargeable thereon upon production of an appropriate VAT invoice.

	 	 
	3.3 	 Any payments due pursuant to this Clause 3 shall be
        in addition to any fees payable pursuant to any advice which Mirabaud
        Securities may be engaged to provide on any specific transaction, position
        or situation on behalf of the Company, subject to prior agreement with
        the Company.

	 	 
	4. 	 Undertakings and Authorities relating to the appointment

	 	 
	4.1 	 The Company hereby undertakes in favour of Mirabaud
        Securities to execute or to use all reasonable endeavours to procure the
        execution of all such documents and to do or procure the doing of all
        such things as may reasonably be required by, or be reasonably necessary
        to



3





		 comply with the requirements of, AIM, AIM
        Rules or London Stock Exchange for the purposes of or in connection with
        Mirabaud Securities’ continuing role as broker to the Company.

	 	 	 
	4.2 	 The Company hereby undertakes to Mirabaud
        Securities that it will for so long as the Common Shares are admitted
        to trading on AIM comply with and abide by all relevant laws and regulations
        including the AIM Rules, the FSMA, the Code of Market Conduct published
        by the FSA and the Criminal Justice Act 1993.

	 	 	 
	4.3 	 The Company undertakes, so far as it is able,
        promptly to provide Mirabaud Securities or procure that Mirabaud Securities
        is promptly provided with all information, confirmations and evidence
        which Mirabaud Securities may reasonably require for the proper performance
        of its duties hereunder or as may be required by London Stock Exchange
        in order to comply fully with all relevant provisions of the AIM Rules,
        the FSMA, the Code of Market Conduct published by the FSA and any other
        laws or regulations (whether or not having the force of law). The Company
        undertakes that all such information, confirmations and evidence provided
        by it to Mirabaud Securities will so far as it is aware be in all material
        respects true and accurate and not misleading. Furthermore, if anything
        occurs within a reasonable time thereafter which renders any such information,
        confirmation, evidence or statements of opinion in any material respect
        untrue or inaccurate or misleading, the Company will, as soon as practicable
        notify Mirabaud Securities and take all reasonable steps necessary to
        amend the information, confirmation, evidence or statement of opinion
        so as to rectify the matter.

	 	 	 
	5. 	 Continuing Obligations

	 	 	 
	5.1 	 Each of the Directors severally undertakes
        to Mirabaud Securities and the Company that:-

	 	 	 
		(a) 	 he will inform Mirabaud Securities without delay on
        becoming aware of any breach by the Company or any of the Directors of
        any provision of the AIM Rules;

	 	 	 
		(b) 	 he will at all times comply and act in accordance with
        the AIM Rules (in particular as they relate to dealings in the securities
        of a company whose securities have been admitted to trading on AIM) and
        will, so far as he is able to, procure that the affairs of the Company
        are conducted in accordance with the AIM Rules; and

	 	 	 
		(c) 	 so far as he is able, he will procure (or authorise)
        that the Company complies with its obligations under this Agreement.



4





	6. 	 Further acknowledgement and undertakings

	 	 
	6.1 	 Save as required by the AIM Rules, the Toronto Stock
        Exchange, applicable laws or regulations or any securities regulatory
        authority having jurisdiction, neither any advice rendered by Mirabaud
        Securities nor any communication from Mirabaud Securities in connection
        with the services performed by Mirabaud Securities pursuant to this Agreement
        may be quoted, or referred to, in any public report, document, release
        or other communication by the Company or by any related party without
        the prior written consent of Mirabaud Securities. If any advice or communication
        is required to be quoted or referred to, the Company will promptly first
        notify Mirabaud Securities thereof so Mirabaud Securities can take such
        measures as it feels are necessary.

	 	 
	6.2 	 The Company and each of the Directors acknowledge and
        accept that Mirabaud Securities may be required by law or by regulatory
        agencies and authorities to disclose information and deliver documents
        relating to the Company and the Directors in relation to Mirabaud Securities’
        engagement hereunder. The Company and each of the Directors expressly
        authorise any such disclosure or delivery provided that, to the extent
        allowed, Mirabaud Securities will provide the Company with prompt notice
        before making any such disclose of information so the Company and the
        Directors can take such measures as they feel are necessary.

	 	 
	6.3 	 All correspondence and papers in Mirabaud Securities’
        possession or control relating to its engagement hereunder shall be and
        remain Mirabaud Securities’ sole property, save for any original
        documents held to the Company's order.

	 	 
	6.4 	 Mirabaud Securities is entitled to assume that instructions
        have been properly authorised by the Company if they are given or purported
        to be given by an individual or person who is or purports to be and is
        reasonably believed by Mirabaud Securities to be a director, appropriate
        employee or authorised agent of the Company.

	 	 
	6.5 	 When Mirabaud Securities gives the Company advice or
        provides other services in accordance with this Agreement, it or an associate
        or some other person in connection with it or another client may have
        an interest, relationship or arrangement that is material in relation
        to the transaction or investment concerned. Accordingly, if Mirabaud Securities
        becomes aware that a conflict of interest has arisen or is likely to arise,
        it will inform the Company, but will be under no obligation to provide
        details of the conflict save as may be reasonably required to enable the
        Company to make a judgment on the matter. Thereafter, the parties will
        consult with a view to resolving a satisfactory procedure in view of such
        conflict, however, as a result of such conflict of interest, Mirabaud
        Securities may not be able to advise the Company and Mirabaud Securities
        reserves the right to decline to arrange any



5





		 transaction or give advice or make any accommodation
        to the Company.

	 	 	 
	6.6 	 The Company and each of the Directors acknowledge
        that all services provided by Mirabaud Securities pursuant to this Agreement
        are subject to the FSA's handbook of rules and guidance.

	 	 	 
	6.7 	 The Company and each of the Directors acknowledge
        that Mirabaud Securities is acting solely for the Company in relation
        to the subject matter of this Agreement and no one else and accordingly
        that Mirabaud Securities will not be responsible to anyone other than
        the Company for providing the protections afforded to customers of Mirabaud
        Securities under FSA Rules or for providing advice in relation to or in
        connection with such subject matter.

	 	 	 
	6.8 	 The Company and each of the Directors acknowledge
        that Mirabaud Securities is not responsible for providing any legal advice
        to the Company or the Directors in respect of any applicable laws and
        regulations and the Company and each of the Directors undertakes to obtain
        appropriate legal advice in respect of these and to communicate to Mirabaud
        Securities any such advice as is relevant to the carrying out of Mirabaud
        Securities’ services hereunder.

	 	 	 
	6.9 	 The Company and each of the Directors acknowledge
        that Mirabaud Securities owes a number of responsibilities solely to London
        Stock Exchange and will not incur any liability to the Company or the
        Directors where it has acted properly in accordance with those responsibilities.

	 	 	 
	7. 	 Termination

	 	 	 
	7.1 	 Either the Company or Mirabaud Securities
        may terminate the appointment contained in this Agreement by giving to
        the other not less than three months notice in writing provided that if
        the appointment is terminated other than due to one of the termination
        events specified in Clause 7.2 below the Company shall be liable to pay
        to Mirabaud Securities on a pro rata basis its annual retainer
        fee referred to in Clause 3.1 of this Agreement up to the date of the
        expiry of such notice.

	 	 	 
	7.2 	 The Company may terminate the appointment
        contained in this Agreement forthwith by giving written notice to Mirabaud
        Securities following:

	 	 	 
		(a) 	 the appointment of a liquidator, receiver, administrative
        receiver or administrator over the whole or substantially the whole of
        Mirabaud Securities’ assets except for the purposes of a solvent
        reconstruction, amalgamation, reorganisation, merger or consolidation;



6





	 	(b) 	 Mirabaud Securities commits any material breach of any
        of the terms and conditions of this Agreement, which breach (if capable
        of remedy) remains unremedied within 14 days of service of a notice specifying
        the breach and requiring it to be remedied in circumstances in which any
        such breach might reasonably be expected to jeopardise or damage the reputation
        of the Company if the appointment was not terminated;

	 	 	 
	 	(c) 	 Mirabaud Securities commits a fraudulent act, or commits
        any material breach of the AIM Rules, FSMA, the Code of Market Conduct
        published by the FSA or any other laws or regulations to which Mirabaud
        Securities is subject from time to time;

	 	 	 
	 	(d) 	 any warranty or representation given by Mirabaud Securities
        in this Agreement is found to be untrue or misleading in any respect which
        is material;

	 	 	 
	 	(e) 	 Mirabaud Securities ceasing to be registered with London
        Stock Exchange as a member firm; or

	 	 	 
	 	(f) 	 Mirabaud Securities ceasing to be regulated and authorised
        by the FSA.





	7.3 	 Mirabaud Securities may terminate its appointment
        forthwith by giving written notice to the Company in any one of the following
        events or circumstances:

	 	 	 
		(a) 	 the Company does not pay any sum payable under this
        Agreement within 30 days of the due date;

	 	 	 
		(b) 	 the Company commits any material breach of any of the
        terms and conditions of this Agreement, which breach (if capable of remedy)
        remains unremedied within 14 days of service of a notice specifying the
        breach and requiring it to be remedied in circumstances in which any such
        breach might reasonably be expected to jeopardise or damage the reputation
        of Mirabaud Securities if the appointment was not terminated;

	 	 	 
		(c) 	 any Director commits a fraudulent act, or the Company
        or any Director commits any material breach of the AIM Rules, FSMA, the
        Code of Market Conduct published by the FSA or any other laws or regulations
        to which the Company or the Directors are subject from time to time;

	 	 	 
		(d) 	 the Company fails to comply with advice given to the
        Company or the Directors by Mirabaud Securities such that, in the reasonable
        opinion of Mirabaud Securities, such failure could jeopardise or damage
        the reputation of Mirabaud Securities;



7





	 	(e) 	 any warranty or representation given by the Company
        or a Director in this Agreement is found to be untrue or misleading in
        any respect which is material;

	 	 	 
	 	(f) 	 any step is taken by any person with a view to the administration
        of the Company under Part II of the Insolvency Act 1986;

	 	 	 
	 	(g) 	 the Company stops or suspends or threatens to stop or
        suspend payment of all or a material part of (or a particular type of)
        its debts or is unable to pay its debts or is deemed unable to do so under
        Section 123(1) or (2) Insolvency Act 1986;

	 	 	 
	 	(h) 	 the Directors make any proposal under Section 1 of the
        Insolvency Act 1986 or the Company proposes or makes any agreement for
        the deferral, resettling or other readjustment (or proposes or makes a
        general assignment of or arrangement or composition for the benefit of
        the relevant creditors) of all (or all of a particular type) of its debts,
        or a moratorium is agreed or declared in respect of, or affecting all
        or a material part (or of a particular type) of the debts of, the Company;

	 	 	 
	 	(i) 	 the appointment of a receiver, administrative receiver,
        manager or similar person to enforce a security given by the Company;
        or

	 	 	 
	 	(j) 	 any step is taken by the Company with a view to its
        winding-up or any person presents a winding-up petition (other than for
        frivolous or vexatious reasons) which is not dismissed within 14 days
        or the Company ceases or threatens to cease to carry on all or a material
        part of its business, except for the purposes of and followed by reconstruction,
        amalgamation, reorganisation, merger or consolidation on terms approved
        by Mirabaud Securities before that step is taken.





	7.4 	 Each defaulting party shall notify the other
        party promptly upon the occurrence of a termination event as set out in
        Clauses 7.2 and 7.3 of this Agreement (a "Termination Event") or
        any event or circumstance which may reasonably be expected to give rise
        to the occurrence of a Termination Event.

	 	 	 
	7.5 	 Upon the occurrence of a Termination Event
        the non-defaulting party shall be entitled to terminate the appointment
        referred to in this Agreement forthwith by written notice to the other
        party.

	 	 	 
	7.6 	 Upon termination of the appointment referred
        to in this Agreement:-

	 	 	 
		(a) 	 the rights and obligations of the parties under this
        Agreement shall terminate and be of no further effect, except that Clauses
        3.2 and 8 of this Agreement shall remain in



8





	 		 full force and effect;

	 	 	 
	 	(b) 	 any rights or obligations to which any of the parties
        to this Agreement may be entitled or be subject to in relation to such
        appointment before such termination shall remain in full force and effect;
        and

	 	 	 
	 	(c) 	 the termination shall not affect or prejudice any right
        to damages or other remedy which the terminating parties may have in respect
        of the Termination Event which gave rise to the termination or any other
        right to damages or other remedy which any party may have in respect of
        any breach of this Agreement which existed at or before the date of termination.





	8. 	 Indemnities

	 	 
	8.1 	 No claim shall be made by the Company or any of the
        Directors against Mirabaud Securities, or any subsidiary undertaking or
        holding company of Mirabaud Securities or any subsidiary undertaking of
        any holding company of Mirabaud Securities or any of its directors, officers,
        or employees (each, together with Mirabaud Securities, for the purposes
        of this Clause 8 an “Indemnified Person”) to recover
        any loss, damage, cost, charge or expense which the Company, the Directors
        or any holder of Common Shares or other securities of the Company may
        suffer or incur by reason of or arising out of the carrying out by Mirabaud
        Securities, or on its behalf, of its obligations and services under and
        in accordance with this Agreement except to the extent that such loss,
        damage, cost, charge or expense arises from the fraud, negligence or wilful
        default of Mirabaud Securities or any other Indemnified Person, any failure
        by Mirabaud Securities to comply with its obligations under this Agreement
        or any breach by Mirabaud Securities or any other Indemnified Person of
        the AIM Rules or the FSA's handbook of rules and guidance.

	 	 
	8.2 	 Without prejudice to the rights of Mirabaud Securities
        as agent of the Company under common law, the Company hereby undertakes
        to Mirabaud Securities (for itself and as a trustee (but on terms that
        it shall be entitled in its own discretion to waive any entitlement hereunder
        (or otherwise make settlements with respect hereto) to such extent as
        it may think fit having regard to its own and any other interest it may
        determine) for each and every other Indemnified Person) to indemnify each
        Indemnified Person against all or any claims (whether or not successful,
        compromised or settled), actions, liabilities, demands, proceedings or
        judgements brought or established against any Indemnified Person in any
        jurisdiction by any holder of Common Shares or by any governmental agency
        or regulatory body or any other person whatsoever and against all losses,
        reasonable costs, charges, expenses (including legal fees reasonably and
        properly incurred) or taxes (including, VAT, stamp duty and SDRT but excluding
        corporation tax on normal trading profits) which any Indemnified Person
        may



9




suffer or incur (including, but not limited
  to, all such losses, reasonable costs, charges, reasonable expenses or taxes
  suffered or properly incurred in disputing any claim, action, liability, demand
  or proceedings aforesaid or in establishing its right to be indemnified pursuant
  to this Clause 8.2) and which in any such case arises, directly or indirectly,
  out of or is attributable to or is in connection with: 

	 	(a) 	 the neglect or default of the Company; or

	 	 	 
	 	(b) 	 Mirabaud Securities acting as broker to the Company
        in accordance with the terms of this Agreement and the AIM Rules;





		 unless and to the extent that any of them
        arises from the fraud, negligence or wilful default of any Indemnified
        Person or any failure by Mirabaud Securities to comply with its obligations
        under this Agreement or any breach by Mirabaud Securities or any other
        Indemnified Person of the AIM Rules or the FSA's handbook of rules and
        guidance.

	 	 	 
	8.3 	 If Mirabaud Securities becomes aware of any
        claim made or threatened within the scope of the indemnity set out in
        this Clause 8, Mirabaud Securities shall promptly notify the Company thereof
        and shall thereafter (subject to the Indemnified Person being indemnified
        and secured to their reasonable satisfaction by the Company against all
        costs, charges, damages and expenses the Indemnified Person may suffer
        or incur as a result of so doing), subject to the requirements (if any)
        of the Indemnified Person's insurers, consult with the Company regarding
        the Indemnified Person's conduct of the Claim and shall provide the Company
        with such information and copies of such documents relating to the claim
        as the Company may reasonably require provided that the Indemnified Person
        shall not be under any obligation to take into account any requirements
        of the Company in connection with such conduct nor to provide the Company
        with a copy of any document which is, or in the reasonable opinion of
        the Indemnified Person's advisers, is likely to be privileged in the context
        of the claim.

	 	 	 
	8.4 	 If the Company becomes aware of any claim
        made or threatened within the scope of the indemnity set out in this Clause
        8 or any matter which may give rise to a claim the Company shall notify
        Mirabaud Securities and shall provide the Indemnified Persons with such
        information and copies of such documents relating to the claim as they
        may reasonably require provided that the Company shall not be required
        to do so to the extent that:

	 	 	 
		(a) 	 the Company in good faith considers a relevant document
        to be subject to a bona fide duty of confidentiality owed by it
        to a third party or to be privileged in the context of any litigation
        by the Company against the Indemnified Person (or vice versa) connected
        with the claim; or



10





	 	(b) 	 it would prejudice any insurance cover to which the
        Company may from time to time be entitled.





	8.5 	 The Company will not without the prior written consent
        of Mirabaud Securities settle or compromise or consent to the entry of
        any judgement with respect to any pending or threatened claim in respect
        of which indemnification may be sought by any Indemnified Person under
        this Clause 8 (whether or not the Indemnified Person is an actual or potential
        party to such claim) unless such settlement, compromise or consent includes
        an unconditional release of the Indemnified Person from all liability
        arising out of such claim.

	 	 
	8.6 	 Mirabaud Securities may defend, compromise, settle or
        deal with any claim made or threatened within the scope of the indemnity
        set out in this Clause 8 as it sees fit (having considered the Company’s
        reasonable requests).

	 	 
	8.7 	 Each Indemnified Person shall be entitled to enforce
        its rights under this Clause 8 pursuant to the Contracts (Rights of Third
        Parties) Act 1999, notwithstanding that such Indemnified Person is not
        a party to this Agreement.

	 	 
	9. 	 Withholding and Grossing-up

	 	 
	9.1 	 All sums payable to Mirabaud Securities under this Agreement
        shall be paid free and clear of all deductions or withholdings unless
        the deduction or withholding is required by law, in which event the relevant
        person shall pay such additional amount as shall be required to ensure
        that the net amount received by Mirabaud Securities will equal the full
        amount which would have been received by it had no such deduction or withholding
        been made.

	 	 
	9.2 	 If the United Kingdom Inland Revenue or any other tax
        authority brings into charge to tax (or into any computation of income,
        profit or gains for the purposes of any charge to tax) any sum payable
        to Mirabaud Securities under this Agreement (other than the fees due under
        Clause 3), then the person liable to make such payment shall pay such
        additional amount as shall be required to ensure that the total amount
        paid, less the tax chargeable thereon (or that would be so chargeable
        but for the availability of relief in respect of that charge to tax),
        is equal to the amount that would otherwise be payable to Mirabaud Securities
        under this Agreement (additional payments being made on demand of Mirabaud
        Securities).

	 	 
	9.3 	 If, on payment of an additional amount to Mirabaud Securities
        under Clause 9.1 or 9.2 Mirabaud Securities determines that it has received
        or been granted (and has derived full use and benefit from) a credit against,
        relief or remission for, or repayment of, any tax in respect of or calculated
        with reference to the additional amount paid, Mirabaud Securities shall,
        to the extent that it can do so without prejudice to the retention of
        such credit, relief, remission



11




or repayment, pay to the Company such
  amount as Mirabaud Securities shall, acting reasonably, determine to be the
  proportion of such credit, relief, remission or repayment as will leave Mirabaud
  Securities after such payment in the same after tax position it would have been
  in (after taking into account all reasonable expenses incurred in determining
  or, if necessary, claiming the appropriate credit, relief, remission or repayment)
  if no additional amount has been required to be paid. Provided always that:


	 	(a) 	 Mirabaud Securities’ determination of any amount
        payable under this Clause 9.3 and the date by which it shall be paid shall
        be final and binding (subject to Mirabaud Securities’ right to adjust
        the amount determined should the initial determination prove to be incorrect);

	 	 	 
	 	(b) 	 Mirabaud Securities shall have absolute discretion as
        to the order and manner in which it employs or claims tax credits and
        allowances available to it and generally as to the conduct of its tax
        affairs; and

	 	 	 
	 	(c) 	 Mirabaud Securities shall not be obliged to disclose
        any information regarding its tax affairs or tax computations.





	10. 	 Notices

	 	 
	10.1 	 Any notices or other communication required to be given
        or served under or in connection with this Agreement shall be in writing
        and shall be sufficiently given or served if delivered:





	 	(a) 	 in the case of the Company or to the Directors to:





	 	Address: 	Suite 300, 570 Granville Street, Vancouver, British
      Columbia V6C 3P1 Canada 
	 	 	 
	 	Fax: 	+1 604 681 4692 
	 	 	 
	 	Attention: 	Sandra Lee, Secretary 


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	 	(b) 	 if to Mirabaud Securities to:





	 	Address: 	21 St James’s Square, London SW1Y 4JP United
      Kingdom 
	 	 	 
	 	Fax: 	+44 20 7930 4066 
	 	 	 
	 	Attention: 	The Compliance Officer 




	10.2 	 Any such notice shall be delivered by hand or sent by
        fax transmission or pre-paid first class post and if delivered by fax
        shall conclusively be deemed to have been given or served at the time
        of printout of a transmission report showing that the correct number of
        pages has been sent without error and if sent by post shall conclusively
        be deemed to have been received 10 days after the time of posting.

	 	 
	11. 	 Change of Director

	 	 
	11.1 	 The obligations of each of the Directors hereunder shall
        apply for so long as he remains a director of the Company.

	 	 
	11.2 	 The Company shall procure that each new director of
        the Company appointed after the date of this Agreement as a director of
        the Company shall enter into an Agreement provided by Mirabaud Securities
        in substantially the same form as this Agreement.

	 	 
	12. 	 Miscellaneous

	 	 
	12.1 	 No party may assign any or all of its rights or obligations
        under this Agreement, save that Mirabaud Securities may assign the benefit
        of this Agreement to any holding company or subsidiary of Mirabaud Securities
        or any subsidiary of such holding company.

	 	 
	12.2 	 This Agreement contains the entire agreement between
        the parties or any of them in connection with the appointment of Mirabaud
        Securities as the Company’s broker.

	 	 
	12.3 	 No purported variation of this Agreement shall be effective
        unless made in writing and signed by each of the parties to this Agreement.

	 	 
	12.4 	 A failure or delay by any party in exercising any right
        under this Agreement shall not impair such right or be construed as a
        waiver of it nor shall any single or partial exercise of any right preclude
        any other or further exercise of it or the exercise of any other right.



13





	12.5 	 Save to the extent that third party rights are conferred
        in this Agreement on a person by express reference to the Contracts (Right
        of Third Parties) Act 1999, a person who is not a party to this Agreement
        has no right to enforce any term of this Agreement under that Act.

	 	 
	12.6 	 If at any time any provision of this Agreement is or
        becomes illegal, invalid or unenforceable in any respect under the law
        of any jurisdiction, neither the legality, validity or enforceability
        of the remaining provisions, or the legality, validity or enforceability
        of such provision under the law of any other jurisdiction shall be affected
        or impaired in any way.

	 	 
	12.7 	 If any party defaults in the payment when due of any
        sum payable under this Agreement (whether determined by agreement or pursuant
        to an order of a court or otherwise) the liability of that party shall
        be increased to include interest on such sum from the due date until the
        date of actual payment at the rate of 2 per cent above the base annual
        lending rate from time to time of the Royal Bank of Scotland plc. Such
        interest shall accrue from day to day, be compounded monthly and calculated
        on the basis of a 365 day year.

	 	 
	12.8 	 This Agreement may be executed in any number of counterparts
        and by different parties on separate counterparts, each of which when
        so executed and delivered, and which delivery may be by telecopier, shall
        be an original, but all of the counterparts shall together constitute
        one and the same instrument.

	 	 
	13. 	 Governing Law

	 	 
		 The construction, validity and performance of this Agreement
        shall be governed by English Law and the parties irrevocably submit to
        the non-exclusive jurisdiction of the Courts of England.



IN WITNESS whereof this Agreement has been executed the
  day and year first above written. 

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Schedule 1 

The Directors 

	Name 	Address 
	  	  
	DAVID HARRY WILLIAMSON DOBSON 	P.O. Box 370 
	  	Kirkland Lake, Ontario P2N 3J1 
	  	Canada 
	 	 
	BRIAN ANTHONY HINCHCLIFFE 	P.O. Box 370 
	  	Kirkland Lake, Ontario P2N 3J1 
	  	Canada 


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	SIGNED by 	) 	  
	 	 	 
	duly authorised for and on behalf of 	) 	(Signed) Brian A. Hinchcliffe 
	 	 	 
	KIRKLAND LAKE GOLD INC. 	) 	Signature 
	 	 	 
	in the presence of:- 	) 	CEO 
	 	 	 
	  	  	Title 
	 	 	 
	  	  	  
	SIGNED by 	) 	  
	 	 	 
	duly authorised for and on behalf of 	) 	(Signed) N. Tissot 
	 	 	 
	MIRABAUD SECURITIES LIMITED 	) 	Signature 
	 	 	 
	in the presence of:- 	) 	Director 
	 	 	 
	  	  	Title 




	SIGNED by DAVID HARRY WILLIAMSON DOBSON 	(Signed) D. Harry W. Dobson 
	 	 
	SIGNED by BRIAN ANTHONY HINCHCLIFFE 	(Signed) Brian A. Hinchcliffe 


16