---

THESE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE U.S. SECURITIES ACT) OR
THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED
STATES OR TO OR FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON (AS DEFINED IN
REGULATION S UNDER THE U.S. SECURITIES ACT) UNLESS AN EXEMPTION FROM
REGISTRATION IS AVAILABLE.

TAG OIL LTD.

SUBSCRIPTION AGREEMENT FOR COMMON SHARES(Canadian and
Non-US Persons)

|TO:     | TAG OIL LTD.                                           
|------- | -------------------------------------------------------
|        |                                                        
|AND TO: | CANACCORD CAPITAL CORPORATION (the
      Underwriter)

The undersigned (the Subscriber) hereby irrevocably
subscribes for and agrees to purchase from TAG Oil Ltd. (the
Corporation) that number of common shares of the Corporation (the
Common Shares) set out on page 2 at a price of $0.75 per Common Share
(the Subscription Price) for the aggregate subscription price (the
Aggregate Subscription Price) set out on page 2. The Subscriber agrees
to be bound by the terms and conditions set forth in the attached Terms and
Conditions of Subscription for Common Shares including without limitation the
representations, warranties and covenants set forth in the applicable schedules
attached thereto. The Subscriber further agrees, without limitation, that the
Corporation, the Underwriter and their respective counsel may rely upon the
Subscribers representations, warranties and covenants contained in such
documents.

Please make sure that your subscription
includes:

| | 1. | one (1)signed copy of this Subscription Agreement
      with the information on pages 2, 3 and 4 completed;                                                                                                                         
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                     
| | 2. | a certified cheque or bank draft in an amount equal to
      the Aggregate Subscription Price, payable in Canadian funds to
      Canaccord Capital Corporation unless other acceptable payment
      arrangements have been made;
| |    |                                                                                                                                                                                                                                     
| | 3. | if a resident of Canada, one completed and duly executed
      copy of the subscriber certificate in the form attached to this
      Subscription Agreement as Schedule B; and                                                    
| |    |                                                                                                                                                                                                                                     
| | 4. | if applicable, TSX-V Form 4C Corporate Placee
      Registration Form in the form attached to this Subscription Agreement as
      Schedule C.                                                                                    

Please deliver your subscription to:Suite 3000,
161 Bay Street, Toronto, ON M5J 2S1, Attention: Jennifer Leung, Fax: (416)
869-7706

---

2

SUBSCRIPTION AND SUBSCRIBER INFORMATIONPlease
print all information (other than signatures), as applicable, in the space
provided below



---

3

OTHER INFORMATION TO BE COMPLETED BY EACH SUBSCRIBER

|A. | Corporate Placee or Investment
      Portfolio Manager Registration Form(Schedule C)                                                                                                                                                                                                                                                              
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   | The Subscriber, if not an individual
      (i.e., a natural person), either **[CHECK WHERE
      APPROPRIATE]**:                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                     
|   | has previously filed with the TSX
      Venture Exchange (the TSX-V) a Form 4C, Corporate Placee Registration
      Form, and represents and warrants that there has been no change to any of
      the information in the Corporate Placee Registration Form previously filed
      with the TSX-V up to the date of this Agreement; or          
|   |                                                                                                                                                                                                                                                                                                                                                     
|   | hereby delivers to the Issuer a
      completed Form 4C, Corporate Placee Registration Form, in the form
      attached hereto for filing with the TSX-V; and                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                     
|B. | Present Ownership of Securities of
      the Corporation                                                                                                                                                                                                                                                                                            
|   | The Subscriber either [CHECK
      APPROPRIATE ITEM]:                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                     
|   | does not own, directly or indirectly,
      or exercises control or direction over, any common shares in the capital
      of the Corporation or securities convertible into common shares in the
      capital of the Corporation (excluding the Common Shares subscribed for
      herein); or                                                    
|   |                                                                                                                                                                                                                                                                                                                                                     
|   | owns directly or indirectly, or
      exercises control or direction over, common shares in the capital of the
      Corporation and options, warrants and convertible securities entitling the
      Subscriber to acquire an additional common shares in the capital of the
      Corporation (excluding the Common Shares subscribed for herein).
|   |                                                                                                                                                                                                                                                                                                                                                     
|C. | Insider Status                                                                                                                                                                                                                                                                                                                                      
|   | The Subscriber either [CHECK IF
      APPROPRIATE]:                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                     
|   | is NOTan Insider of the
      Corporation as defined in the (Securities Act) British Columbia;                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                     
|   | is an Insider of the Issuer as
      defined in the Securities Act (British Columbia), namely:                                                                                                                                                                                                                                                    
|   | (a)                                                                                                                                                                                                                                                                                                                                                 
|   | (b)                                                                                                                                                                                                                                                                                                                                                 
|   | (c)                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                     
|   | (d)                                                                                                                                                                                                                                                                                                                                                 

---

4

D.
    Member of Pro GroupThe Subscriber either [CHECK IF
      APPROPRIATE]:is NOTa Member of the Pro
      Group as defined in the Rules of the TSX-V; oris a Member of the Pro Group as
      defined in the Rules of the TSX-V, namely: Pro Groupmeans:1.
    Subject to subparagraphs (2), (3) and
      (4), Pro Group shall include, either individually or as a group:(a)
    the member (i.e. a member of the TSX-V under
      its requirements);(b)
    employees of the member;(c)
    partners, officers and directors of the member;(d)
    affiliates of the member; and(e)
    associates of any parties referred to in
      subparagraphs (a) through (d).2.
    The TSX-V may, in its discretion, include a person or
      party in the Pro Group for the purposes of a particular calculation where
      the TSX-V determines that the person is not acting at arms length of the
      member;3.
    The TSX-V may, in its discretion, exclude a person from
      the Pro Group for the purposes of a particular calculation where the TSX-V
      determines that the person is acting at arms length to the member; and4.
    The member may deem a person who would otherwise be
      included in the Pro Group pursuant to subparagraph (1) to be excluded from
      the Pro Group where the member determines that:(a)
    the person is an affiliate or associate of the
      member acting at arms length to the member;(b)
    the associate or affiliate has a separate
      corporate and reporting structure;(c)
    there are sufficient controls on information
      flowing between the member and the associate or affiliate; and(d)
    the member maintains a list of such excluded
      persons.


---

5

TERMS AND CONDITIONS OF SUBSCRIPTION FORCOMMON SHARES

PART 1 - INTERPRETATION

|1.1 | Definitions
|--- | -----------

Whenever used in this Subscription
Agreement, unless there is something in the subject matter or context
inconsistent therewith, the following words and phrases shall have the
respective meanings ascribed to them as follows:

Aggregate Subscription Price has the meaning ascribed
to such term on the front page of this Agreement.

Business Day means a day other than a Saturday, Sunday
or any other day on which the principal chartered banks located in Toronto or
Vancouver are not open for business.

Closing shall have the meaning ascribed to such term
in Section 4.1.

Closing Date shall have the meaning ascribed to such
term in Section 4.1.

Closing Time shall have the meaning ascribed to such
term in Section 4.1.

Common Share means a common share in the capital of
the Corporation as constituted as at the Closing Date.

Control Person means a person, company or combination
of persons or companies described in clause (c) of the definition of
distribution in subsection 1(1) of the Securities Act (British
Columbia).

Corporation means TAG Oil Ltd. and includes any
successor corporation to or of the Corporation.

Offering means the offering of Common Shares pursuant
to this Subscription Agreement and the Underwriting Agreement.

person means any individual (whether acting as an
executor, trustee, administrator, legal representative or otherwise),
corporation, firm, partnership, sole proprietorship, syndicate, joint venture,
trustee, trust, unincorporated organization or association, and pronouns have a
similar extended meaning.

Securities Laws means, as applicable, the securities
laws, regulations, rules, rulings and orders in each of the provinces of Canada,
the applicable policy statements issued by the securities regulators in each of
the provinces of Canada, and the rules of the TSX-V.

Subscriber means the subscriber for Common Shares as
set out on page 2 of this Subscription Agreement.

Subscription Agreement means this subscription
agreement (including any schedules hereto) and any instrument amending this
Subscription Agreement; hereof, hereto, hereunder,
herein and similar expressions mean and refer to this Subscription
Agreement and not to a particular Part or Section; and the expression Part or
Section followed by a number means and refers to the specified Part or Section
of this Subscription Agreement.

---

6

Subscription Price shall have the meaning ascribed to
such term on the face page of this Subscription Agreement.

Term Sheet means the term sheet delivered to potential
purchasers of Common Shares, a copy of which is attached hereto as Schedule A.

TSX-V means the TSX Venture Exchange.

Underwriting Agreement means the underwriting
agreement to be dated effective as of May 12, 2006 entered into between the
Underwriter and the Corporation in respect of the Offering.

Underwritermeans Canaccord Capital Corporation.

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. Person means U.S. Person as that term is
defined in Rule 902(k) of Regulation S under the U.S. Securities Act.

U.S. Securities Act means the United States
Securities Act of 1933, as amended.

|1.2 | Gender and Number
|--- | -----------------

Words importing the singular
number only shall include the plural and vice versa, words importing the
masculine gender shall include the feminine gender.

|1.3 | Currency
|--- | --------

Unless otherwise specified, all
dollar amounts in this Subscription Agreement, including the symbol $,
are expressed in Canadian dollars.

|1.4 | Subdivisions, Headings and Table of
      Contents
|--- | --------------------------------------------------

The division of this Subscription
Agreement into Parts, Sections, Schedules and other subdivisions, the inclusion
of headings and the provision of a table of contents are for convenience of
reference only and shall not affect the construction or interpretation of this
Subscription Agreement. The headings in this Subscription Agreement are not
intended to be full or precise descriptions of the text to which they refer.
Unless something in the subject matter or context is inconsistent therewith,
references herein to an Part, Section, Subsection, paragraph, clause or Schedule
are to the applicable part, section, subsection, paragraph, clause or schedule
of this Subscription Agreement.

PART 2 - SCHEDULES

|2.1 | Description of Schedules
|--- | ------------------------

The following are the Schedules
attached to and incorporated in this Subscription Agreement by reference and
deemed to be a part hereof:

Schedule A Term Sheet

Schedule B Subscriber Certificate

Schedule C Form 4C Corporate Placee
Registration Form

---

7

Schedule D Acknowledgement 
Personal Information

PART 3 - SUBSCRIPTION FOR COMMON SHARES

|3.1 | Subscription for the Common Shares
|--- | ----------------------------------

The Subscriber hereby confirms
its irrevocable subscription for the number of Common Shares set out on page 2
hereof from the Corporation, on and subject to the terms and conditions set out
in this Subscription Agreement, for the Aggregate Subscription Price which is
payable as described in Part 4.

|3.2 | Acceptance and Rejection of Subscription by
      the Corporation
|--- | -----------------------------------------------------------------

The Subscriber acknowledges and
agrees that the Corporation reserves the right, in its absolute discretion, to
reject this subscription for Common Shares, in whole or in part, at any time
prior to the Closing Time. If this subscription is rejected in whole, any
cheques or other forms of payment delivered to the Underwriter representing the
Aggregate Subscription Price will be promptly returned to the Subscriber without
interest or deduction. If this subscription is accepted only in part, a cheque
representing any refund of the Aggregate Subscription Price for that portion of
the subscription for the Common Shares which is not accepted, will be promptly
delivered to the Subscriber without interest or deduction.

PART 4 - CLOSING

|4.1 | Closing
|--- | -------

Delivery and sale of the Common
Shares and payment of the Aggregate Subscription Price will be completed (the
Closing) at the offices of the Underwriters counsel, Bennett Jones
LLP, 4500 Bankers Hall East, 855 2nd Street SW, Calgary, Alberta T2P 4K7 at 8:00
a.m. (Calgary time) (the Closing Time) on June 1, 2006 or such other
place or date or time as the Corporation and the Underwriter may agree (the
Closing Date). If, prior to the Closing Time, the terms and conditions
contained in this Subscription Agreement and the Underwriting Agreement have
been complied with to the satisfaction of the Underwriter, or waived by it, the
Underwriter shall deliver to the Corporation all completed Subscription
Agreements and payment of the Aggregate Subscription Price for all of the Common
Shares sold pursuant to the Underwriting Agreement against delivery by the
Corporation of certificates representing the Common Shares and such other
documentation as may be required pursuant to this Subscription Agreement and the
Underwriting Agreement.

|4.2 | Authorization of the Underwriter
|--- | --------------------------------

The Subscriber irrevocably
authorizes the Underwriter in its sole and absolute discretion, to act as the
Subscribers representative at the Closing, and hereby appoints the Underwriter,
with full power of substitution, as its true and lawful attorney with full power
and authority in the Subscribers place and stead:

| | (a) | to receive certificates representing the Common Shares,
      to execute in the Subscribers name and on its behalf all closing receipts
      and required documents, to complete and correct any errors or omissions in
      any form or document provided by the Subscriber in connection with the
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

8

| |     | subscription for the Common Shares and to exercise
      any rights of termination contained in the Underwriting Agreement;                                                                                                                                                      
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                  
| | (b) | to extend such time periods and to waive, in whole or in
      part, any representations, warranties, covenants or conditions for the
      Subscribers benefit contained in this Subscription Agreement, the
      Underwriting Agreement or any ancillary or related document;
| |     |                                                                                                                                                                                                                                                                                  
| | (c) | to terminate this Subscription Agreement if any condition
      precedent is not satisfied, in such manner and on such terms and
      conditions as the Underwriter in its sole discretion may determine; and                                                                   
| |    
| | (d) | without limiting the generality of the foregoing, to
      negotiate, settle, execute, deliver and amend the Underwriting Agreement.                                                                                                                                             

**PART 5 - REPRESENTATIONS AND WARRANTIES OF THE
CORPORATION**

|5.1 | Representations and Warranties of the
      Corporation
|--- | -------------------------------------------------------

By execution of this Subscription
Agreement, the Corporation hereby agrees with the Subscriber that the Subscriber
shall have the benefit of the representations and warranties made by the
Corporation to the Underwriter as set forth in the Underwriting Agreement. Such
representations and warranties shall form an integral part of this Subscription
Agreement and shall survive the closing of the purchase and sale of the Common
Shares and shall continue in full force and effect for the benefit of the
Subscriber in accordance with the Underwriting Agreement.

PART 6 - ACKNOWLEDGEMENTS, COVENANTS, REPRESENTATIONS AND
WARRANTIES OF THE SUBSCRIBER

|6.1 | Acknowledgements, Representations,
      Warranties and Covenants of the Subscriber
|--- | -----------------------------------------------------------------------------------

The Subscriber, on its own behalf
and, if applicable, on behalf of others for whom it is acting hereunder, hereby
represents and warrants to, and covenants with, the Corporation and the
Underwriter (and acknowledges that the Corporation, the Underwriter and their
respective counsel are relying thereon) as follows:

| | (a) | The Subscriber and each beneficial person for whom it is
      acting is a resident in the jurisdiction set out on the page following the
      face page of this Subscription Agreement. Such address was not created and
      is not used solely for the purpose of acquiring the Common
  Shares.                                                                                                                                                                                                                        
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    
| | (b) | The Subscriber has properly completed, executed and
      delivered to the Corporation within the applicable time period the
      certificate (dated as of the date hereof) set forth in Schedule B and
      the information contained therein is true and correct.                                                                                                                                                                                                                                                      
| |    
| | (c) | The Subscriber is aware that the Common Shares have not
      been and will not be registered under the U.S. Securities Act, or the
      securities legislation of any state and agrees that the Common Shares may
      not be offered or sold, directly or indirectly, in the United States or to
      or for the account or benefit of any U.S. Person without registration
      under the U.S. Securities Act or compliance with the requirements of an
      exemption from registration and it acknowledges that the

---

9

| |     | Corporation has no obligation to file and no present
      intention of filing a registration statement under the U.S. Securities Act
      in respect of the Common Shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (d) | The Subscriber or any person for
        whom it is acting is neither a U.S. Person nor subscribing for the Common
        Shares for the account or benefit of a U.S. Person or for resale in the
        United States and the Subscriber confirms that the Common Shares have
        not been offered to the Subscriber in the United States and that this
        Subscription Agreement has not been signed in the United States.                                                                                                                                                                                                                                                                                                                                                                                                                  
| |    
| | (e) | The Common Shares have not been
        offered to the Subscriber in the United States, and the individuals making
        the order to purchase the Common Shares and executing and delivering this
        Subscription Agreement on behalf of the Subscriber were not in the United
        States when the order was placed and this Subscription Agreement was executed
        and delivered.                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |    
| | (f) | If the Subscriber (or any beneficial
        purchaser for whom it is acting) is resident of an international jurisdiction
        (meaning herein a country other than Canada or the United States) then:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     | (iv)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     | (v)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     | (vi)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (g) | The execution and delivery of this
        Subscription Agreement, the performance and compliance with the terms
        hereof, the subscription for the Common Shares and the completion of the
        transactions described herein by the Subscriber will not result in any
        breach of, or be in conflict with or constitute a default under, or create
        a state of facts which, after notice or lapse of time, or both, would
        constitute a default under any term or provision of the constating documents,
        by-laws or resolutions of the Subscriber, the Securities Laws or any other
        laws applicable to the Subscriber, any agreement to which the Subscriber
        is a party or by which it is bound, or any judgment, decree, order, statute,
        rule or regulation applicable to the Subscriber.
| |    
| | (h) | The Subscriber is subscribing for
        the Common Shares as principal for its own account and not for the benefit
        of any other person (within the meaning of Securities Laws), for                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |    

---

10

| |     | investment only and not with a view to resale or
      distribution of all or any of the Common Shares or if it is not
      subscribing as principal, it acknowledges that the Corporation may be
      required by law to disclose to certain regulatory authorities the identity
      of each beneficial purchaser for the Common Shares for whom it is
      acting.                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    
| | (i) | In the case of a subscription for the Common Shares by
      the Subscriber acting as trustee or agent (including, for greater
      certainty, a portfolio manager or comparable adviser) for a principal, the
      Subscriber is duly authorized to execute and deliver this Subscription
      Agreement and all other necessary documentation in connection with such
      subscription on behalf of each such beneficial person, each of whom is
      subscribing as principal for its own account, not for the benefit of any
      other person, for investment only and not with a view to the resale or
      distribution of the Common Shares and this Subscription Agreement has been
      duly authorized, executed and delivered by or on behalf of and constitutes
      a legal, valid and binding obligation of, such principal.
| |    
| | (j) | In the case of a subscription for the Common Shares by
      the Subscriber acting as principal, this Subscription Agreement has been
      duly authorized, executed and delivered by, and constitutes a legal, valid
      and binding obligation of, the Subscriber. This Subscription Agreementi s
      enforceable in accordance with its terms against the Subscriber and any
      beneficial purchasers on whose behalf the Subscriber is acting.                                                                                                                                                                                                                                                                                                                                                                                           
| |    
| | (k) | If the Subscriber, or (if applicable) any beneficial
      purchaser for whom the Subscriber is contracting hereunder, is:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |    
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (l) | Other than the Underwriter, there is no person acting or
      purporting to act in connection with the transactions contemplated herein
      who is entitled to any brokerage or finders fee. If any person
      establishes a claim that any fee or other compensation is payable in
      connection with this subscription for the Common Shares, the Subscriber
      covenants to indemnify and hold harmless the Corporation and the
      Underwriter with respect thereto and with respect to all costs reasonably
      incurred in the defence thereof.                                                                                                                                                                                                                                                                                
| |    
| | (m) | The Subscriber is not, with respect to the Corporation or
      any of its affiliates, a Control Person.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

---

11

| | (n) | If required by applicable Securities Laws or the
      Corporation, the Subscriber will execute, deliver and file or assist the
      Corporation in filing such reports, undertakings and other documents with
      respect to the issue of the Common Shares as may be required by any
      securities commission, stock exchange or other regulatory
  authority.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    
| | (o) | The Subscriber, and each beneficial person for whom it is
      contracting hereunder, have been advised to consult their own legal
      advisors with respect to trading in the Common Shares and with respect to
      the resale restrictions imposed by the Securities Laws of the province in
      which the Subscriber resides and the Subscriber is solely responsible (and
      neither the Corporation nor the Underwriter are in any way responsible)
      for compliance with applicable resale restrictions and the Subscriber is
      aware that it (or beneficial persons for whom it is contracting hereunder)
      may not be able to resell such securities except in accordance with
      limited exemptions under the Securities Laws and other applicable
      securities laws.                                                                                                                 
| |    
| | (p) | The Subscriber has not received or been provided with,
      nor has it requested, nor does it have any need to receive a prospectus or
      offering memorandum, within the meaning of the Securities Laws, or any
      sales or advertising literature in connection with the Offering and the
      Subscribers decision to subscribe for the Common Shares was not based
      upon, and the Subscriber has not relied upon, any verbal or written
      representations as to fact made by or on behalf of the Corporation or the
      Underwriter. The Subscribers decision to subscribe for the Common Shares
      was based solely upon this Subscription Agreement and the Term Sheet and
      information about the Corporation which is publicly available (any such
      information having been obtained by the Subscriber without independent
      investigation or verification by the Underwriter).
| |    
| | (q) | The Subscriber is not purchasing Common Shares with
      knowledge of material information concerning the Corporation which has not
      been generally disclosed.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (r) | No person has made any written or oral representations:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |     | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (s) | The subscription for the Common Shares has not been made
      through or as a result of, and the distribution of the Common Shares is
      not being accompanied by any advertisement, including without limitation
      in printed public media of general and regular paid circulation, radio,
      television or telecommunications or other form of advertisement, including
      electronic display, or as part of a  general solicitation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |    
| | (t) | There are risks associated with the purchase of and
      investment in the Common Shares and the Subscriber, and each beneficial
      person for whom it is contracting hereunder, is knowledgeable,
      sophisticated and experienced in business and financial matters and is
      capable of evaluating the merits and risks of an investment in the Common
      Shares, fully understands the restrictions on resale of the Common Shares
      and is able to bear the economic risk of an investment in the Common
      Shares.                                                                                                                                                                                                                                                                                                                                                                                
| |    
| | (u) | The Subscriber is able to bear the economic risk of loss
      of its investment in the Common Shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

---

12

| | (v) | Neither the Subscriber nor any party on whose
      behalf it is acting is an investment club.                                                                                                                                                                
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                               
| | (w) | Except as disclosed in writing to the Corporation, the
      Subscriber does not act jointly or in concert with any other person for
      the purposes of acquiring securities of the Corporation.                                                           
| |    
| | (x) | If you are resident in, or are otherwise subject to the
      securities laws of, the Province of British Columbia, Alberta or Ontario,
      then one or more of paragraphs 6.1(x)(i), 6.1(x)(ii), 6.1(x)(iii),
      6.1(x)(iv) or 6.1(x)(v) applies to you:
| |    
| | (i) | Accredited Investors(applicable
      to all Canadian Purchasers):                                                                                                                                                                                            

(a) you are either purchasing the
Common Shares:

| | (A) | as principal and not for the benefit of any other person,
      for investment only and not with a view to the resale or distribution of
      all or any of the Common Shares or you are deemed under NI 45-106 to be
      purchasing the Common Shares as principal and you are an accredited
      investor within the meaning of NI 45-106; or                                                                                                                                                                                                                                                                                                                                                                                                    
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (B) | as agent for a beneficial purchaser disclosed on the
      execution pages of this Agreement, and you are an agent or trustee with
      proper authority to execute all documents required in connection with the
      purchase of the Common Shares on behalf of such disclosed beneficial
      purchaser and such disclosed beneficial purchaser for whom you are
      contracting hereunder is purchasing as principal and not for the benefit
      of any other person, for investment only and not with a view to the resale
      or distribution of all or any of the Common Shares or is deemed under NI
      45-106 to be purchasing the Common Shares as principal and is an
      accredited investor within the meaning of NI
45-106;

| | (b) | if you are, or the beneficial purchaser for whom you are
      contracting hereunder is, as the case may be, a person, other than an
      individual or investment fund, that has net assets of at least $5,000,000,
      you were not, or the beneficial purchaser for whom you are contracting
      hereunder was not, as the case may be, created or used solely to purchase
      or hold securities as an accredited investor; and
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (c) | you have concurrently executed and delivered a
      certificate in the form attached as Schedule B
hereto.                                                                                                                                                                                                                                                                                                                             

| | (ii) | Minimum Amount Investment(applicable to all
      Canadian Purchasers):
| | ---- | -----------------------------------------------------------------------
| |      |                                                                        
| |      | (a)                                                                    
| |      |                                                                        
| |      |                                                                        
| |      |                                                                        
| |      |                                                                        

---

13

| |     | Common Shares on behalf of such disclosed beneficial
      purchaser and such disclosed beneficial purchaser for whom you are
      contracting hereunder is purchasing as principal and not for the benefit
      of any other person, for investment only and not with a view to the resale
      or distribution of all or any of the Common Shares and the aggregate
      acquisition cost, payable by such beneficial purchaser in cash, for the
      Common Shares is not less than $150,000; and
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (C) | you were not, or the beneficial purchaser for whom you
      are contracting hereunder was not, as the case may be, created or used
      solely to purchase or hold securities in reliance on this exemption from
      the prospectus requirement.                                                                                                                                                                                                                                                     

| | (iii) | Affiliates(applicable to all Canadian
      Purchasers):
| | ----- | --------------------------------------------------------
| |       |                                                         
| |       | (a)                                                     

| | (A) | as principal and not for the benefit of any other person,
      for investment only and not with a view to the resale or distribution of
      all or any of the Common Shares and you are an affiliate within the
      meaning of NI 45- 106 of the Corporation; or                                                                                                                                                                                                                                                                                                                                                                                                            
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (B) | as agent for a beneficial purchaser disclosed on the
      execution pages of this Agreement, and you are an agent or trustee with
      proper authority to execute all documents required in connection with the
      purchase of the Common Shares on behalf of such disclosed beneficial
      purchaser and such disclosed beneficial purchaser for whom you are
      contracting hereunder is purchasing as principal and not for the benefit
      of any other person, for investment only and not with a view to the resale
      or distribution of all or any of the Common Shares and is an affiliate
      within the meaning of NI 45-106 of the Corporation;
and

| | (b) | you have concurrently executed and delivered a
      certificate in the form attached as Schedule B attached
  hereto.
| | --- | ------------------------------------------------------------------------------------------------------------------------

| | (iv) | Family, Friends and Business Associates(applicable to all Canadian Purchasers other than
      Ontario):
| | ---- | --------------------------------------------------------------------------------------------------------
| |      |                                                                                                         
| |      | (a)                                                                                                     
| |      |                                                                                                         
| |      |                                                                                                         
| |      |                                                                                                         
| |      |                                                                                                         

---

14

| | (C) | a parent, grandparent, brother, sister or child of the
      spouse of a director, executive officer or control person of the
      Corporation, or of an affiliate of the Corporation;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (D) | a close personal friend (by reason of the fact that you
      have directly known such individual well enough and for a sufficient
      period of time and in a sufficiently close relationship (where such
      relationship is direct and extends beyond being a relative or a member of
      the same organization, association or religious group or a client,
      customer or former client or customer or being a close personal friend of
      a close personal friend of such individual) to be in a position to assess
      the capabilities and the trustworthiness of such individual) of a
      director, executive officer or control person of the Corporation, or of an
      affiliate of the Corporation;                                                                                                                                                                                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (E) | a close business associate (by reason of the fact that
      you have had direct sufficient prior business dealings with such
      individual (where such relationship is direct and extends beyond being a
      client, customer or former client or customer or being a close business
      associate of a close business associate of such individual) to be in a
      position to assess the capabilities and trustworthiness of such
      individual) of a director, executive officer or control person of the
      Corporation, or of an affiliate of the Corporation;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (F) | a founder (within the meaning of NI 45-106) of the
      Corporation or a spouse, parent, grandparent, brother, sister or child of
      a founder of the Corporation;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (G) | a close personal friend (by reason of the fact that you
      have directly known such individual well enough and for a sufficient
      period of time and in a sufficiently close relationship (where such
      relationship is direct and extends beyond being a relative or a member of
      the same organization, association or religious group or a client,
      customer or former client or customer or being a close personal friend of
      a close personal friend of such individual) to be in a position to assess
      the capabilities and the trustworthiness of such individual) or close
      business associate (by reason of the fact that you have had direct
      sufficient prior business dealings with such individual (where such
      relationship is direct and extends beyond being a client, customer or
      former client or customer or being a close business associate of a close
      business associate of such individual) to be in a position to assess the
      capabilities and trustworthiness of such individual) of a founder of the
      Corporation;
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (H) | a parent, grandparent, brother, sister or child of the
      spouse of a founder of the Corporation;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (I) | a person (within the meaning of NI 45-106) of which a
      majority of the voting securities are beneficially owned by, or a majority
      of the directors are, persons described in clauses (A) to (H) above;
    or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

---

15

| |     | (J)                                                                                                                      | a trust or estate of which all of the beneficiaries or a
      majority of the trustees are persons or companies described in clauses (A)
      to (H) above; and
| | --- | ------------------------------------------------------------------------------------------------------------------------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                          |                                                                                                                                                                  
| | (b) | you have concurrently executed and delivered a
      certificate in the form attached as Schedule B attached
  hereto.

| | (v) | Founder, Control Person and Family(applicable only in Ontario):
| | --- | ---------------------------------------------------------------
| |     |                                                                
| |     | (a)                                                            
| |     |                                                                
| |     |                                                                
| |     |                                                                
| |     |                                                                
| |     |                                                                
| |     |                                                                
| |     |                                                                
| |     |                                                                
| |     |                                                                
| |     | (b)                                                            

|6.2 | Acknowledgments of the Subscriber
|--- | ---------------------------------

The Subscriber, on its own behalf
and, if applicable, on behalf of others for whom it is acting hereunder,
acknowledges and agrees as follows:

| | (a) | The Subscriber has received a copy of the Term Sheet
        setting out the principal terms of the Offering.                                                                                                                                                                                                                                                                                                                                                                                                          
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (b) | No securities commission, agency, governmental authority,
        regulatory body, stock exchange or similar regulatory authority has reviewed
        or passed on the merits of, or investing in, the Common Shares and there
        is no government or other insurance covering the Common Shares.                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (c) | There are restrictions on the Subscribers
        ability to resell the Common Shares and compliance with all such restrictions
        is the responsibility of the Subscriber.                                                                                                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (d) | The Common Shares shall be subject to statutory
        resale restrictions under the Securities Laws of the jurisdiction in which
        the Subscriber resides and under other applicable securities laws, and
        the Subscriber covenants that it will not resell the Common Shares except
        in compliance with such laws and the Subscriber acknowledges that it is
        solely responsible (and neither the Corporation nor the Underwriter is
        in any way responsible) for such compliance.

---

16

| | (e) | The Corporation is relying on an exemption from
        the requirement to provide the Subscriber with a prospectus under the
        Securities Laws and to sell securities through a person registered to
        sell securities under Securities Laws (if applicable) and, as a consequence
        of acquiring the Common Shares pursuant to such exemption(s), certain
        protections, rights and remedies provided by the Securities Laws, including
        statutory rights of rescission or damages, will not be available to the
        Subscriber, the Subscriber may not receive information that would otherwise
        be required to be provided to it under Securities Laws and the Corporation
        is relieved from certain obligations that would otherwise apply under
        Securities Laws;
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (f) | The certificates representing the Common Shares
        will bear, as of the Closing Date, legends substantially in the following
        form and with the necessary information inserted:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

| | **Unless
        permitted under securities legislation, the holder of** **the
        securities shall not trade the securities before [insert date**
        **that is four (4) months and one (1) day after the Closing**
        **Date].**                                                                                                                                                                                                                                                                                    | 
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | 
|
| | **Without prior
        written approval of the TSX Venture** **Exchange and compliance
        with all applicable securities** **legislation, the securities
        represented by this certificate may not be sold, transferred, hypothecated
        or otherwise traded on** **or through the facilities of the
        TSX Venture Exchange or** **otherwise in Canada or to or
        for the benefit of a Canadian** **resident until [insert
        that date which is four months and a day from the Closing Date.]** | 

| | (g) | The Underwriter and/or its directors, officers,
        employees, agents and representatives assume no responsibility or liability
        of any nature whatsoever for the accuracy or adequacy of any such publicly
        available information concerning the Corporation or as to whether all
        information concerning the Corporation that is required to be disclosed
        or filed by the Corporation under the Securities Laws has been so disclosed
        or filed.                                                                                                                                                                                                                                                                                                                                                           
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (h) | The Subscriber, and each beneficial person for whom
        it is contracting hereunder, shall execute, deliver, file and otherwise
        assist the Corporation and the Underwriter with filing all documentation
        required by the applicable Securities Laws to permit the subscription
        for the Common Shares and the issuance of the Common Shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (i) | The Corporation is relying on the representations,
        warranties and covenants contained herein and in the applicable Schedules
        attached hereto to determine the Subscribers eligibility to subscribe
        for Common Shares under applicable Securities Laws and the Subscriber
        agrees to indemnify the Corporation, the Underwriter and each of their
        directors and officers against all losses, claims, costs, expenses, damages
        or liabilities which any of them may suffer or incur as a result of or
        arising from reliance thereon. The Subscriber undertakes to immediately
        notify the Corporation of any change in any statement or other information
        relating to the Subscriber set forth in such applicable Schedules which
        takes place prior to the Closing Time.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (j) | The Subscriber, and each beneficial person for whom
        it is contracting hereunder, is responsible for obtaining such legal and
        tax advice as it considers appropriate in connection with the execution,
        delivery and performance of this Subscription Agreement and the transactions
        contemplated under this Subscription Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

---

17

| | (k) | The Subscriber has such knowledge in financial and
        business affairs as to be capable of evaluating the merits and risks of
        an investment in the Common Shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (l) | The funds representing the Aggregate Subscription
        Price which will be advanced by the Subscriber to the Underwriter hereunder
        will not represent proceeds of crime for the purposes of the Proceeds
        of Crime (Money Laundering) and Terrorist Financing Act (Canada) (the
        PCMLTFA) and the Subscriber acknowledges that the Corporation
        may in the future be required by law to disclose the Subscribers
        name and other information relating to this Subscription Agreement and
        the Subscribers subscription hereunder, on a confidential basis,
        pursuant to the PCMLTFA. To the best of its knowledge (a) none of the
        subscription funds to be provided by the Subscriber (i) have been or will
        be derived from or related to any activity that is deemed criminal under
        the law of Canada, the United States, or any other jurisdiction, or (ii)
        are being tendered on behalf of a person or entity who has not been identified
        to the Subscriber, and (b) the Subscriber shall promptly notify the Corporation
        if the Subscriber discovers that any of such representations ceases to
        be true, and to provide the Corporation with appropriate information in
        connection therewith.

PART 7 - SURVIVAL OF REPRESENTATIONS, WARRANTIES AND
COVENANTS

|7.1 | Survival of Representations, Warranties and
      Covenants of the Corporation
|--- | ------------------------------------------------------------------------------

The representations, warranties
and covenants of the Corporation contained in this Subscription Agreement shall
survive the Closing and the purchase of the Common Shares by the Subscriber and,
notwithstanding such Closing or any investigation made by or on behalf of the
Subscriber with respect thereto, shall continue in full force and effect for the
benefit of the Subscriber and the Underwriter (as provided herein) as if they
had been made by the Subscriber at the Closing Time and shall continue in full
force and effect notwithstanding any subsequent disposition by the Subscriber of
any of the Common Shares.

|7.2 | Survival of Representations, Warranties and
      Covenants of the Subscriber
|--- | -----------------------------------------------------------------------------

The representations, warranties
and covenants of the Subscriber contained in this Subscription Agreement shall
survive the Closing and the purchase of the Common Shares by the Subscriber and,
notwithstanding such Closing or any investigation made by or on behalf of the
Corporation or the Underwriter with respect thereto, shall continue in full
force and effect for the benefit of the Corporation and the Underwriter as if
they had been made by the Subscriber at the Closing Time, and shall continue in
full force and effect notwithstanding any subsequent disposition by the
Subscriber of any of the Common Shares.

PART 8 - MISCELLANEOUS

|8.1 | Further Assurances
|--- | ------------------

The Subscriber, upon the request
of the Corporation, whether before or after the Closing Time, shall do, execute,
acknowledge and deliver or cause to be done, executed, acknowledged and
delivered all such further acts, deeds, documents, assignments, transfers,
conveyances, powers of attorney and assurances as may reasonably be necessary or
desirable to complete the transactions contemplated herein.

---

18

|8.2 | Collection of Personal Information
|--- | ----------------------------------

The Subscriber acknowledges and
consents to the fact that the Corporation and the Underwriter are collecting the
Subscribers (and any beneficial purchaser for which the Subscriber is
contracting hereunder) personal information (as that term is defined under
applicable privacy legislation, including, without limitation, the Personal
Information Protection and Electronic Documents Act (Canada) and any other
applicable similar replacement or supplemental provincial or federal legislation
or laws in effect from time to time) for the purpose of completing the
Subscribers subscription. The Subscriber acknowledges and consents to the
Corporation and Underwriter retaining the personal information for so long as
permitted or required by applicable law or business practices. The Subscriber
further acknowledges and consents to the fact that the Corporation or the
Underwriter may be required by Securities Laws, stock exchange rules and/or
Investment Dealers Association of Canada rules to provide regulatory authorities
any personal information provided by the Subscriber respecting itself (and any
beneficial purchaser for which the Subscriber is contracting hereunder). The
Subscriber represents and warrants that it has the authority to provide the
consents and acknowledgements set out in this paragraph on behalf of all
beneficial purchasers for which the Subscriber is contracting. In addition to
the foregoing, the Subscriber agrees and acknowledges that the Corporation or
the Underwriter, as the case may be, may use and disclose the Subscribers
personal information, or that of each beneficial purchaser for whom the
Subscriber are contracting hereunder, as follows:

| | (a) | for internal use with respect to managing the
      relationships between and contractual obligations of the Corporation, the
      Underwriter and the Subscriber or any beneficial purchaser for whom the
      Subscriber is contracting hereunder;
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                       
| | (b) | for use and disclosure to the Corporations transfer
      agent and registrar;                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                       
| | (c) | for use and disclosure for income tax related purposes,
      including without limitation, where required by law, disclosure to Canada
      Revenue Agency;                                                                                         
| |     |                                                                                                                                                                                                                                                       
| | (d) | disclosure to securities regulatory authorities
      (including the TSX-V) and other regulatory bodies with jurisdiction with
      respect to reports of trade and similar regulatory filings;                                                      
| |     |                                                                                                                                                                                                                                                       
| | (e) | disclosure to a governmental or other authority
      (including the TSX-V) to which the disclosure is required by court order
      or subpoena compelling such disclosure and where there is no reasonable
      alternative to such disclosure;    
| |    
| | (f) | disclosure to professional advisers of the Corporation or
      the Underwriter in connection with the performance of their professional
      services;                                                                                              
| |    
| | (g) | disclosure to any person where such disclosure is
      necessary for legitimate business reasons and is made with the
      Subscribers prior written consent;                                                                                      
| |     |                                                                                                                                                                                                                                                       
| | (h) | disclosure to a court determining the rights of the
      parties under this Subscription Agreement; or                                                                                                                                               
| |    
| | (i) | for use and disclosure as otherwise required or permitted
      by law.                                                                                                                                                                               

The Subscriber further acknowledges and agrees that the TSX-V
collects personal information in forms submitted by the Corporation, which will
include personal information regarding the Subscriber. The Subscriber agrees
that the TSX-V may use this information in the manner provided for in Appendix
6(a)

---

19

to the TSX-V Corporate Finance Policy Manual, a copy of which
is attached as Schedule D to this Subscription Agreement.

|8.3 | Notices
|--- | -------

(a) Any notice, direction or other
instrument required or permitted to be given to any party hereto shall be in
writing and shall be sufficiently given if delivered personally, or transmitted
by facsimile tested prior to transmission to such party, as follows:

(i) in
the case of the Corporation, to:

TAG Oil Ltd.Suite 400, 534 
17th Avenue SWCalgary, Alberta T2S 0B1

Attention: Drew
Cadenhead                  
President and Chief Executive OfficerFax: (403) 770-1935

with a copy to :

Blake, Cassels & Graydon LLP
  2600  595 Burrard Street
  Vancouver, British Columbia 
  V7X 1L3

Attention: Peter
KalbfleischFax:(604) 631-3377

(ii) in
the case of the Subscriber, at the address specified on the face page hereof,
with a copy to the Underwriter at:

Canaccord Capital CorporationSuite
2200  450 1st Street SWCalgary, Alberta T2P 5P8

Attention: Richard CawkwellFax:
(403) 508-3866

with a copy to :

Bennett Jones LLP
  855 2nd Street SW, Suite 4500
  Calgary, Alberta 
  T2P 4K7

Attention: John KousiniorisFax:(403) 265-7219

(b) Any such notice, direction or
other instrument, if delivered personally, shall be deemed to have been given
and received on the day on which it was delivered, provided that if such day is

---

20

not a Business Day then the notice, direction or other
instrument shall be deemed to have been given and received on the first Business
Day next following such day and if transmitted by fax, shall be deemed to have
been given and received on the day of its transmission, provided that if such
day is not a Business Day or if it is transmitted or received after the end of
normal business hours then the notice, direction or other instrument shall be
deemed to have been given and received on the first Business Day next following
the day of such transmission.

(c) A party hereto may change its address for service from time
to time by notice given to the other party hereto in accordance with the
foregoing provisions.

|8.4 | Time of the Essence
|--- | -------------------

Time shall be of the essence of this Subscription Agreement and
every part hereof.

|8.5 | Costs and Expenses
|--- | ------------------

All costs and expenses
(including, without limitation, the fees and disbursements of legal counsel)
incurred in connection with this Subscription Agreement and the transactions
herein contemplated shall be paid and borne by the party incurring such costs
and expenses.

|8.6 | Applicable Law
|--- | --------------

This Subscription Agreement shall
be construed and enforced in accordance with, and the rights of the parties
shall be governed by, the laws of the Province of British Columbia and the laws
of Canada applicable therein. Any and all disputes arising under this
Subscription Agreement, whether as to interpretation, performance or otherwise,
shall be subject to the non-exclusive jurisdiction of the courts of the Province
of British Columbia and each of the parties hereto hereby irrevocably attorns to
the jurisdiction of the courts of such Province.

|8.7 | Entire Agreement
|--- | ----------------

This Subscription Agreement,
including the Schedules hereto, constitutes the entire agreement between the
parties with respect to the transactions contemplated herein and cancels and
supersedes any prior understandings, agreements, negotiations and discussions
between the parties. There are no representations, warranties, terms,
conditions, undertakings or collateral agreements or understandings, express or
implied, between the parties hereto other than those expressly set forth in this
Subscription Agreement or in any such agreement, certificate, affidavit,
statutory declaration or other document as aforesaid.

|8.8 | Amendment
|--- | ---------

This Subscription Agreement may
not be amended or modified in any respect except by written instrument executed
by each of the parties hereto.

|8.9 | Counterparts
|--- | ------------

This Subscription Agreement may
be executed in one or more counterparts, each of which shall be deemed to be an
original and all of which together shall constitute one and the same
Subscription Agreement. Counterparts may be delivered either in original or
faxed form and the parties adopt any signature received by a receiving fax
machine as original signatures of the parties.

---

21

|8.10 | Assignment
|---- | ----------

This Subscription Agreement may
not be assigned by either party except with the prior written consent of the
other party hereto.

|8.11 | Severability
|---- | ------------

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

|8.12 | Enurement
|---- | ---------

This Subscription Agreement shall
enure to the benefit of and be binding upon the parties hereto and their
respective heirs, executors, successors (including any successor by reason of
the amalgamation or merger of any party), administrators and permitted assigns.

|8.13 | Language
|---- | --------

Each of the Corporation and the
Subscriber hereby acknowledges that it has consented and requested that all
documents evidencing or relating in any way to the Common Shares and this
Subscription Agreement be drawn up in the English language only. La Société et
le souscripteur reconnaissent par les présentes avoir consenti et demandé que
tous les documents faisant foi ou se rapportant de quelque manière aux bons
spéciaux et à la présente convention de souscription soient rédigés en anglais
seulement.

The Corporation hereby accepts
  the subscription for Common Shares as set forth on the face page of this Subscription
  Agreement on the terms and conditions contained in this Subscription Agreement
  (including all applicable schedules) this ______ day of June, 2006.

| | TAG OIL LTD.
| | ------------
| |             
| |             
| | Per:        
| |             

---

SCHEDULE A

TAG OIL LTD.Terms of Issue

|Issue:                 | 40,000,000 Common Shares                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|---------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|Issue Price:           | $0.75 per Common Share                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|Amount of Issue:       | $30,000,000                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|Selling Jurisdictions: | The Common Shares will be eligible for sale in
      Alberta, British Columbia, and Ontario (the Selling Provinces) and such
      other provinces as the Corporation and Canaccord agree. The Common Shares
      may be offered or sold in the United States only by the Corporation to
      accredited investors by way of private placement pursuant to Sections 4(2)
      and 4(6) of the U.S. Securities Act and Regulation D promulgated
      thereunder or by the Underwriter pursuant to Rule 144A under the U.S.
      Securities Act and in other eligible foreign jurisdictions pursuant to
      applicable registration exemptions.
|                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|Private Placement:     | The Common Shares will be sold, on a bought
      deal basis, in the Selling Provinces pursuant to applicable prospectus
      exemptions.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|Use of Proceeds:       | To complete the acquisition of Cheal Petroleum
      Ltd., PEP 38757 Ltd. and PEP 38758 Ltd., participate in the development of
      the Cheal oil field and continue the Corporations exploration, drilling
      and seismic surveys in New Zealand as well as for working capital
      purposes.                                                                                                                                                                                                                                                                                                                                                
|                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|Hold Period            | The Common Shares will be subject to a four
      month hold period.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|Underwriter:           | Canaccord Capital Corporation 100%                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|Commission:            | Canaccord Capital will be entitled to a
      commission of 6.0% of the total gross proceeds payable upon Closing of the
      Offering.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|Due Diligence:         | Canaccord Capital will have the right to conduct adequate
      due diligence, inquiries and investigations and obtain satisfactory
      results therefrom, including satisfactory due diligence with the
      Corporations auditors. The Corporation will use its reasonable commercial
      efforts to have its auditors and independent engineers attend any and all
      oral diligence sessions.                                                                                                                                                                                                                                            
|                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|Closing:               | On or about June 1, 2006, or such other date as
      mutually agreed upon by the Corporation and Canaccord.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

---

SCHEDULE B

SUBSCRIBER CERTIFICATE

In connection with the purchase of common shares (the Common
Shares) of TAG Oil Ltd. (the Corporation), the undersigned hereby represents,
warrants and certifies that:

|I.   | ALL SUBSCRIBERS                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|1.   | the Purchaser (the undersigned
        or, if the undersigned is purchasing the Common Shares as agent on behalf
        of a disclosed beneficial purchaser who is purchasing the Common Shares
        as principal, such beneficial purchaser being referred to herein as the
        Purchaser) is resident in the Province of British Columbia,
        Alberta or Ontario or is subject to the securities laws of the Province
        of British Columbia, Alberta or Ontario;
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|2.   | the Purchaser is purchasing
        the Common Shares as principal or is deemed under National Instrument
        45-106 - Prospectus and Registration Exemptionsof the Canadian
        SecuritiesAdministrators (NI 45-106) to be purchasing the
        Common Shares as principal; and                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|3.   | one of the following sections
        (II), (III), (IV), (V), or (VI) applies (please initial the **appropriate
        line below)**:                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|II.  | ACCREDITED INVESTOR EXEMPTION                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     | _____________ the Purchaser is an accredited
      investor within the meaning of NI 45-106, by virtue of satisfying
      the indicated criterion as set out in appendix A to this certificate
      (YOU **MUST ALSO INITIAL THE APPROPRIATE LINE IN APPENDIX A
      TO THIS** **CERTIFICATE)**.                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|III. | AFFILIATE EXEMPTION                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     | _____________ the Purchaser is an affiliate
      within the meaning of NI 45-106 of the Corporation.                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|IV.  | BRITISH COLUMBIA AND ALBERTA, SUBSCRIBERS PURCHASING
      UNDER THE **FAMILY, FRIENDS AND BUSINESS ASSOCIATES
      EXEMPTION**                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|1    | the Purchaser is (please initial the appropriate
      line below):                                                                                                                                                                                                                                                                                                                                                                                                                    
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

---

2

| | (d) | ___________ a close personal friend (by reason of the
      fact that you have directly known such individual well enough and for a
      sufficient period of time and in a sufficiently close relationship (where
      such relationship is direct and extends beyond being a relative or a
      member of the same organization, association or religious group or a
      client, customer or former client or customer or being a close personal
      friend of a close personal friend of such individual) to be in a position
      to assess the capabilities and the trustworthiness of such individual) of
      ______________ (name of person) a director, executive officer or control
      person of the Corporation, or of an affiliate of the Corporation;                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (e) | ___________ a close business associate (by reason of the
      fact that you have had direct sufficient prior business dealings with such
      individual (where such relationship is direct and extends beyond being a
      client, customer or former client or customer or being a close business
      associate of a close business associate of such individual) to be in a
      position to assess the capabilities and trustworthiness of such
      individual) of (name of person) a director, executive officer or control
      person of the Corporation, or of an affiliate of the Corporation;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (f) | ___________ a founder of the Corporation or a spouse,
      parent, grandparent, brother, sister, child, close personal friend (by
      reason of the fact that you have directly known such individual well
      enough and for a sufficient period of time and in a sufficiently close
      relationship (where such relationship is direct and extends beyond being a
      relative or a member of the same organization, association or religious
      group or a client, customer or former client or customer or being a close
      personal friend of a close personal friend of such individual) to be in a
      position to assess the capabilities and the trustworthiness of such
      individual) or close business associate (by reason of the fact that you
      have had direct sufficient prior business dealings with such individual
      (where such relationship is direct and extends beyond being a client,
      customer or former client or customer or being a close business associate
      of a close business associate of such individual) to be in a position to
      assess the capabilities and trustworthiness of such individual) of
      _____________ (name of person) a founder of the Corporation;
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (g) | ___________ a parent, grandparent,
      brother, sister or child of the spouse of  (name of person) a founder
      of the Corporation;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (h) | ___________ a person or company of which a majority of
      the voting securities are beneficially owned by, or a majority of the
      directors are, persons or companies described in subsections 4(a) to 4(g)
      above; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (i) | ___________ a trust or estate of which all of the
      beneficiaries or a majority of the trustees are persons or companies
      described in subsections 4(a) to 4(g) above.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

|V. | ONTARIO SUBSCRIBERS PURCHASING UNDER THE FOUNDER,
      CONTROL **PERSON AND FAMILY EXEMPTION**
|-- | -------------------------------------------------------------------------------------------------
|   |                                                                                                  
|1. | the Purchaser is (please initial the appropriate
      line below):                              
|   |                                                                                                  
|   | (a)                                                                                              
|   |                                                                                                  
|   | (b)                                                                                              
|   |                                                                                                  
|   | (c)                                                                                              

---

3

| | (d) | __________ a control person of the Corporation.
| | --- | -----------------------------------------------

|VI. | MINIMUM PURCHASE PRICE EXEMPTION
|--- | --------------------------------

_____________the aggregate acquisition
cost of the Common Shares purchased by the Purchaser is not less than $150,000
paid in cash at the time of the trade and the Purchaser has not been created or
used solely to purchase or hold securities in reliance on this exemption.

The above representations and warranties will be true and
correct both as of the execution of this certificate and as of the closing time
of the purchase and sale of the Common Shares and acknowledges that they will
survive the completion of the issue of the Common Shares.

The undersigned acknowledges that the foregoing representations
and warranties are made by the undersigned with the intent that they be relied
upon in determining the suitability of the Purchaser as a purchaser of the
Common Shares and that this certificate is incorporated into and forms part of
the Subscription Agreement and the undersigned undertakes to immediately notify
the Corporation of any change in any statement or other information relating to
the Purchaser set forth herein which takes place prior to the closing time of
the purchase and sale of the Common Shares.

Dated: ________________________, 2006.

_______________________________________

Print name of Purchaser

By:
____________________________________      
Signature

____________________________________      
Title

____________________________________      
(please print name of individual whose
signature       appears above, if
different from name of purchaser       printed
above)

---

Appendix A to Schedule B

Accredited Investor - (defined in NI 45-106) means:

| | (a) | a Canadian financial institutionor an authorized
      foreign bank listed in Schedule III of the Bank Act(Canada),                                                                                                                                                                                                                               
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                   
| | (b) | the Business Development Bank of Canada incorporated
      under the Business Development Bank of Canada Act(Canada),                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                   
| | (c) | a subsidiaryof any personreferred to in
      paragraph (a) or (b), if the person owns all of the voting securities of
      the subsidiary, except the voting securities required by law to be owned
      by directors of that subsidiary,                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                   
| | (d) | a person registered under the securities legislation of a
      jurisdiction of Canada as an adviser or dealer, other than a person
      registered solely as a limited market dealer under one or both of the
      Securities Act(Ontario) or the Securities Act(Newfoundland
      and Labrador),                                             
| |     |                                                                                                                                                                                                                                                                                                                                                   
| | (e) | an individual registered or formerly registered under the
      securities legislation of a jurisdiction of Canada as a representative of
      a person referred to in paragraph (d),                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                   
| | (f) | the Government of Canada or a jurisdiction of Canada, or
      any crown corporation, agency or wholly-owned entity of the Government of
      Canada or a jurisdiction of Canada,                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                   
| | (g) | a municipality, public board or commission in Canada and
      a metropolitan community, school board, the Comité de gestion de la taxe
      scolaire de lîle de Montréal or an intermunicipal management board in
      Quebec,                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                   
| | (h) | any national, federal, state, provincial, territorial or
      municipal government of or in any foreign jurisdiction, or any agency of
      that government,                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                   
| | (i) | a pension fund that is regulated by either the Office of
      the Superintendent of Financial Institutions (Canada) or a pension
      commission or similar regulatory authority of a jurisdiction of
    Canada,                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                   
| | (j) | an individual who, either alone or with a spouse,
      beneficially owns, directly or indirectly, financial assetshaving
      an aggregate realizable value that before taxes, but net of any related
      liabilities, exceeds $1,000,000,                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                   
| | (k) | an individual whose net income before taxes exceeded
      $200,000 in each of the two most recent years or whose net income before
      taxes combined with that of a spouse exceeded $300,000 in each of the two
      most recent years and who, in either case, reasonably expects to exceed
      that net income level in the current year,
| |     |                                                                                                                                                                                                                                                                                                                                                   
| | (l) | an individual who, either alone or with a spouse, has net
      assets of at least $5,000,000,                                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                   
| | (m) | a person, other than an individual or investment
      fund, that has net assets of at least $5,000,000 as shown on its most
      recently prepared financial statements,                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                   
| | (n) | an investment fund that distributes or has distributed
      its securities only to                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                   
| |     | (i)                                                                                                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                   
| |     | (ii)                                                                                                                                                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                   
| |     | (iii)                                                                                                                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                   
| | (o) | an investment fund that distributes or had distributed
      securities under a prospectus in a jurisdiction of Canada for which the
      regulator or, in Quebec, the securities regulatory authority, has issued a
      receipt,                                                                                                              

---

2

| | (p) | a trust company or trust corporation registered or
      authorized to carry on business under the Trust and Loan Companies Act(Canada) or under comparable legislation in a jurisdiction of Canada
      or a foreign jurisdiction, acting on behalf of a fully managed accountby the trust company or trust corporation, as the case may
  be,
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                 
| | (q) | a person acting on behalf of a fully managed account
      managed by that person, if that person                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                 
| |     | (i)                                                                                                                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                 
| |     | (ii)                                                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                 
| | (r) | a registered charity under the Income Tax Act(Canada) that, in regard to the trade, has obtained advice from an
      eligibility adviseror an adviser registered under the securities
      legislation of the jurisdiction of the registered charity to give advice
      on the securities being traded,                                     
| |     |                                                                                                                                                                                                                                                                                                                                                 
| | (s) | an entity organized in a foreign jurisdiction that is
      analogous to any of the entities referred to in paragraphs (a) through (d)
      and paragraph (i) in form and function,                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                 
| | (t) | a person in respect of which all of the owners of
      interests, direct, indirect or beneficial, except the voting securities
      required by law to be owned by directors, are persons that are accredited
      investors,                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                 
| | (u) | an investment fund that is advised by a person registered
      as an adviser or a person that is exempt from registration as an adviser,
      or                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                 
| | (v) | a person that is recognized or designated by the
      securities regulatory authority or, except in Ontario and Quebec, the
      regulator as                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                 
| |     | (i)                                                                                                                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                 
| |     | (ii)                                                                                                                                                                                                                                                                                                                                            

|NOTE: | The investor should initial or place a
      check-mark beside the portion of the above definition applicable
      **to the investor.**
|----- | ----------------------------------------------------------------------------------------------------------------------------------------

For the purposes hereof:

|(w) | Canadian financial institutionmeans                                                                                                                                                                                                                                                                                                              
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                    
|    | (i)                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                    
|    | (ii)                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                    
|(x) | control personhas the meaning ascribed
      to that term in securities legislation except in Manitoba, Ontario,
      Quebec, Nova Scotia, Newfoundland and Labrador, Prince Edward Island, the
      Northwest Territories and Nunavut where control person means any person
      that holds or is one of a combination of persons that hold
|    |                                                                                                                                                                                                                                                                                                                                                    
|    | (i)                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                    
|    | (ii)                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                    
|(y) | eligibility advisermeans                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                    

---

3

| | (i) | in Saskatchewan or Manitoba, also means a lawyer who is a
      practising member in good standing with a law society of a jurisdiction of
      Canada or a public accountant who is a member in good standing of an
      institute or association of chartered accountants, certified general
      accountants or certified management accountants in a jurisdiction of
      Canada provided that the lawyer or public accountant must not:
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     | (A)                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     | (B)                                                                                                                                                                                                                                                                                                                                                                                                                                             

|(z)  | executive officermeans, for an issuer,
      an individual who is                                                                                                                                                                                               
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                   
|     | (i)                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                   
|     | (ii)                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                   
|     | (iii)                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                   
|     | (iv)                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                   
|(aa) | financial assetsmeans cash, securities
      or a contract of insurance, a deposit or an evidence of a deposit that is
      not a security for the purposes of securities legislation;                                                                         
|     |                                                                                                                                                                                                                                                                   
|(bb) | foundermeans,in respect of an
      issuer, a person who,                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                   
|     | (i)                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                   
|     | (ii)                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                   
|(cc) | fully managed accountmeans an account of
      a client for which a person makes the investment decisions if that person
      has full discretion to trade in securities for the account without
      requiring the clients express consent to a transaction;
|     |                                                                                                                                                                                                                                                                   
|(dd) | investment fundhas the meaning ascribed
      thereto in National Instrument 81-106 - Investment Fund Continuous
      Disclosure;                                                                                                                              
|     |                                                                                                                                                                                                                                                                   
|(ee) | personmeans                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                   
|     | (i)                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                   
|     | (ii)                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                   
|     | (iii)                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                   
|     | (iv)                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                   
|(ff) | related liabilitiesmeans                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                   
|     | (i)                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                   
|     | (ii)                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                   
|(gg) | spousemeans, an individual
who,                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                   
|     | (i)                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                   
|     | (ii)                                                                                                                                                                                                                                                              

---

4

|     | (iii)                                                                                                                                             | in Alberta, is an individual referred to in paragraph (i)
      or (ii) immediately above or is an adult interdependent partner within the
      meaning of the Adult Interdependent Relationships Act(Alberta);
      and
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                   |                                                                                                                                                                                                                           
|(hh) | subsidiarymeans an issuer that is
      controlled directly or indirectly by another issuer and includes a
      subsidiary of that subsidiary;

Affiliated Entities and Control

|1.  | An issuer is considered to be an affiliate of
      another issuer if one of them is a subsidiary of the other, or if each of
      them is controlled by the same person.                                                                                                                                                                                                
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                           
|2.  | A person (first person) is considered to
      control another person (second person) if                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                           
|(a) | the first person, directly or indirectly, beneficially
      owns or exercises control or direction over securities of the second
      person carrying votes which, if exercised, would entitle the first person
      to elect a majority of the directors of the second person, unless the
      first person holds the voting securities only to secure an obligation,
|    |                                                                                                                                                                                                                                                                                                                                                                           
|(b) | the second person is a partnership, other than
      a limited partnership, and the first person holds more than 50% of the
      interests in the partnership, or                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                           
|(c) | the second person is a limited partnership and
      the general partner of the limited partnership is the first person.                                                                                                                                                                                                                                                  

All monetary references are in Canadian Dollars

---

SCHEDULE C

FORM 4CCORPORATE PLACEE REGISTRATION
FORM

Where subscribers to a Private Placement are not individuals,
the following information about the placee must be provided. This Form will
remain on file with the Exchange. The corporation, trust, portfolio manager or
other entity (the Placee) need only file it on one time basis, and it will be
referenced for all subsequent Private Placements in which it participates. If
any of the information provided in this Form changes, the Placee must notify the
Exchange prior to participating in further placements with Exchange listed
companies. If as a result of the Private Placement, the Placee becomes an
Insider of the Issuer, Insiders of the Placee are reminded that they must file a
Personal Information Form (2A) or, if applicable, Declarations, with the
Exchange.

|1. | Placee Information:                                                         
|-- | ----------------------------------------------------------------------------
|   |                                                                             
|   | (a)                                                                         
|   |                                                                             
|   | (b)                                                                         
|   |                                                                             
|   | (c)                                                                         
|   |                                                                             
|2. | (a)                                                                         
|   |                                                                             
|   | (b)                                                                         
|   |                                                                             
|3. | If the answer to 2(b) above was Yes,
      the undersigned certifies that:
|   |                                                                             
|   | (a)                                                                         
|   |                                                                             
|   | (b)                                                                         
|   |                                                                             
|   | (c)                                                                         
|   |                                                                             
|   | (d)                                                                         
|   |                                                                             
|   | (e)                                                                         

|FORM 4C                | CORPORATE PLACEE REGISTRATION FORM | Page
      1
|---------------------- | ---------------------------------- | ------------
|(as at March 11, 2004) |                                    |             

---

|4. | If the answer to 2(a) above was No, please provide the
      names and addresses of control persons of the
Placee:
|-- | --------------------------------------------------------------------------------------------------------------------

Name
    City
    Province or State
    Country


The undersigned acknowledges that it is bound by the provisions
of applicable Securities Law, including provisions concerning the filing of
insider reports and reports of acquisitions (See for example, sections 87 and
111 of the Securities Act (British Columbia) and sections 176 and 182 of
the Securities Act (Alberta).

Acknowledgement - Personal Information

Personal Information means any information about an
identifiable individual, and includes information contained in sections 1, 2 and
4, as applicable, of this Form.

The undersigned hereby acknowledges and agrees that it has
obtained the express written consent of each individual to:

|(a) | the disclosure of Personal Information by the undersigned
      to the Exchange (as defined in Appendix 6B) pursuant to this Form;
    and                                                       
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                  
|(b) | the collection, use and disclosure of Personal
      Information by the Exchange for the purposes described in Appendix 6B or
      as otherwise identified by the Exchange, from time to
  time.

Dated at ________________on _____________________.

____________________________________      
(Name of Purchaser - please print)

____________________________________      
(Authorized Signature)

____________________________________      
(Official Capacity - please print)

____________________________________      
(please print name of individual whose
signature       appears above)

THIS IS NOT A PUBLIC DOCUMENT

|FORM 4C                | CORPORATE PLACEE REGISTRATION FORM | Page
      2
|---------------------- | ---------------------------------- | ------------
|(as at March 11, 2004) |                                    |             

---



SCHEDULE D

ACKNOWLEDGEMENT  PERSONAL INFORMATION

TSX Venture Exchange Inc. and its affiliates, authorized
agents, subsidiaries and divisions, including the TSX Venture Exchange(collectively referred to as the Exchange) collect Personal Information in
certain Forms that are submitted by the individual and/or by an Issuer or
Applicant and use it for the following purposes:

to conduct background checks, 
  to verify the Personal Information that has been provided about each individual,
  
  to consider the suitability of the individual to act as an officer, director,
  insider, promoter, investor relations provider or, as applicable, an employee
  or consultant, of the Issuer or Applicant,
  to consider the eligibility of the Issuer or Applicant to list on the Exchange,
  to provide disclosure to market participants as to the security holdings of
  directors, officers, other insiders and promoters of the Issuer, or its associates
  or affiliates,
  to conduct enforcement proceedings, and 
  to perform other investigations as required by and to ensure compliance with
  all applicable rules, policies, rulings and regulations of the Exchange, securities
  legislation and other legal and regulatory requirements governing the conduct
  and protection of the public markets in Canada.

As part of this process, the Exchange also collects additional
Personal Information from other sources, including but not limited to,
securities regulatory authorities in Canada or elsewhere, investigative, law
enforcement or self-regulatory organizations, regulations services providers and
each of their subsidiaries, affiliates, regulators and authorized agents, to
ensure that the purposes set out above can be accomplished.

The Personal Information the Exchange collects may also be
disclosed:

to the agencies and organizations in the preceding paragraph,
or as otherwise permitted or required by law, and they may use it in their own
investigations for the purposes described above; and

on the Exchanges website or through printed materials
published by or pursuant to the directions of the Exchange.

The Exchange may from time to time use third parties to process
information and/or provide other administrative services. In this regard, the
Exchange may share the information with such third party service providers.

|APPENDIX 6A
      ACKNOWLEDGEMENT  PERSONAL INFORMATION | Page1
|-------------------------------------------------------- | -----
|(as at March 11, 2004)                                   |      

---