their date of
execution shall be deemed to bear the date set out at the top of the first page
of this Agreement.
[THE REMAINDER OF THIS PAGE IS LEFT INTENTIONALLY BLANK]
- 39 -
IN WITNESS WHEREOF the parties hereto have executed this Agreement under the
hands of their proper officers in that behalf.
LIBERTY SILVER CORP.
By:
/s/Geoffrey Browne
Authorized Signing Officer
CAPITAL TRANSFER AGENCY INC.
By:
/s/Chris Goodale
Authorized Signing Officer
By:
Authorized Signing Officer
[Signature Page to Subscription Receipt and Escrow Agreement]
A-1
SCHEDULE "A"
FORM OF SUBSCRIPTION RECEIPT CERTIFICATE
"UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST
NOT TRADE THE SECURITY BEFORE THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE
LATER OF (I) NOVEMBER 10, 2011, AND (II) THE DATE THE ISSUER BECOMES A REPORTING
ISSUER IN ANY PROVINCE OR TERRITORY.
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES
ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE. THE HOLDER HEREOF, BY
PURCHASING THE SECURITIES REPRESENTED HEREBY, AGREES FOR THE BENEFIT OF LIBERTY
SILVER CORP. AND ITS SUCCESSORS (THE "CORPORATION") THAT SUCH SECURITIES MAY BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B)
OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE
U.S. SECURITIES ACT AND IN COMPLIANCE WITH LOCAL LAWS AND REGULATIONS, (C)
WITHIN THE UNITED STATES, PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
U.S. SECURITIES ACT PROVIDED BY RULE 144 OR RULE 144A THEREUNDER, IF APPLICABLE
AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) WITHIN THE
UNITED STATES, IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE
U.S. SECURITIES ACT OR ANY APPLICABLE STATE LAWS AND REGULATIONS GOVERNING THE
OFFER AND SALE OF SECURITIES, AND IN THE CASE OF TRANSFERS PURSUANT TO (C) OR
(D) ABOVE, THE HOLDER HEREOF HAS, PRIOR TO SUCH TRANSFER, FURNISHED TO THE
CORPORATION AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE
SATISFACTORY TO THE CORPORATION."
A-2
SUBSCRIPTION RECEIPTS
TO ACQUIRE COMMON SHARES OF
LIBERTY SILVER CORP.
Subscription Receipt Certificate No.
Certificate for
Subscription Receipts.
THIS IS TO CERTIFY THAT, [Name of Holder], the registered holder hereof (the
"holder"), for value received, is entitled to receive in the manner herein
provided and as more specifically set forth in the Subscription Receipt and
Escrow Agreement (defined below) and without further payment therefor, one (1)
common share (a "Common Share") in the capital of Liberty Silver Corp. (the
"Corporation"), one common share purchase warrant of the Corporation (a
"Warrant") and one (1) right to be issued for no further consideration 1/10th of
one Common Share in certain circumstances (a "Right"), for each Subscription
Receipt evidenced by this Subscription Receipt Certificate.
Each Warrant shall
entitle the holder thereof to acquire one Common Share (a "Warrant Share") at a
price of US$0.65 per Warrant Share at any time until 5:00 p.m. (Toronto time) on