purchasing the securities offered hereunder as principal or

deemed to be purchasing such securities as principal, by virtue of being:

beneficially owns no common shares of the Corporation (“Common Shares”) or securities convertible into Common Shares; or

beneficially owns __________ Common Shares which includes __________ Common Shares and/or convertible securities entitling the Subscriber to acquire an additional __________ Common Shares.

a director or senior officer of the Corporation;

a director or senior officer of a company that is an Insider or subsidiary of the Corporation;

a person that beneficially owns or controls, directly or indirectly, Common Shares carrying more than 10% of the voting rights attached to all outstanding Common Shares;

the Corporation itself if it holds any of its own securities.

Subject to subparagraphs (b), (c) and (d), “Pro Group” will include, either individually or as a group:

the member (i.e. a member of the Exchange under the applicable Exchange requirements) (the “Member”);

employees of the Member;

partners, officers and directors of the Member;

Affiliates (as defined in applicable Exchange policies) of the Member; and

Associates (as defined in applicable Exchange policies) of any parties referred to in subparagraphs (i) through (iv).

The Exchange may, in its discretion, include a person or party in the Pro Group for the purposes of a particular calculation where the Exchange determines that the person is not acting at arm’s length to the Member.

The Exchange may, in its discretion, exclude a person from the Pro Group for the purposes of a particular calculation where the Exchange determines that the person is acting at arm’s length to the Member.

The Exchange may deem a person who would otherwise be included in the Pro Group pursuant to subparagraph (a) to be excluded from the Pro Group where the Exchange determines that:

the person is an affiliate or associate of the Member acting at arm’s length of the Member;

the associate or affiliate has a separate corporate and reporting structure;

there are sufficient controls on information flowing between the Member and the associate or affiliate; and

the member maintains a list of such excluded persons.

has completed and returned with this Subscription Agreement a duly executed Corporate Placee Registration Form (Schedule “C” to this Subscription Agreement).

a completed and duly executed copy of this Subscription Agreement;

if the Subscriber is purchasing less than CDN$150,000, a completed and duly executed copy of the Accredited Investor Status Certificate which is attached hereto as Schedule “A”;

if the Subscriber is a U.S. Subscriber, a completed and duly executed copy of the U.S. Accredited Investor Status Certificate which is attached hereto as Schedule “B”;

if applicable, a completed and duly executed copy of Corporate Placee Registration Form (Form 4C) which is attached hereto as Schedule “C”;

all other documents as may be required by the Securities Laws or requested by the Agent, the U.S. Affiliate or the Corporation; and

unless other arrangements acceptable to the Agent are made, a certified cheque, bank draft or other form of payment in immediately available funds payable to the Agent or such other person as the Agent shall direct the Subscriber, representing the Subscription Price payable by the Subscriber for the Units set out on the second page of this Subscription Agreement.

no securities commission, agency, governmental authority, regulatory body, stock exchange or other entity has made any finding or determination as to the merit for investment of, nor have any such agencies or governmental authorities, regulatory bodies, stock exchanges or other entities made any recommendation or endorsement with respect to, the Securities;

the offer, sale and delivery of the Units is conditional upon such being exempt from the prospectus requirements and any requirement to deliver an offering memorandum in connection with the distribution of the Units under the Securities Laws or upon the issuance of such orders, consents or approvals as may be required to permit such sale without a prospectus;

the Securities are subject to resale restrictions under the Securities Laws and are otherwise subject to all of the terms, conditions and provisions of the Agency Agreement and the Subscriber (and, if applicable, others for whom it is contracting hereunder) will comply with all relevant Securities Laws concerning any resale of the Securities and will consult with its legal advisors with respect to complying with all restrictions applying to such resale;

the financial statements of the Corporation have been prepared in accordance with generally accepted accounting principles of the United States, which differ in some respects from generally accepted accounting principles of Canada, and thus may not be comparable to financial statements of Canadian companies;

the purchase of the Units has not been made through or as a result of any general solicitation or general advertising (as such terms are defined in Rule 502(c) of Regulation D) or any seminar or meeting whose attendees have been invited by general solicitation or general advertising and the distribution of the Units has not been accompanied by any advertisement, including, without limitation, in printed public media, radio, television or telecommunications, including electronic display or as part of a general solicitation;

no prospectus or offering memorandum within the meaning of the Securities Laws has been delivered to or summarized for or seen by the Subscriber (and, if applicable, others for whom it is contracting hereunder) in connection with the Offering and the Subscriber (and, if applicable, others for whom it is contracting hereunder) is not aware of any prospectus or offering memorandum having been prepared by the Corporation;

in purchasing the Units, the Subscriber (and, if applicable, others for whom it is contracting hereunder) has relied solely upon the Public Record relating to the Corporation and this Subscription Agreement, and not upon any verbal or written representation as to any fact or otherwise made by or on behalf of the Corporation, the Agent or the U.S. Affiliate or any employee, agent or affiliate thereof or any other person associated therewith. The Agent, the U.S. Affiliate and their directors, officers, employees, agents and representatives, and the Corporation’s counsel assume no responsibility or liability of any nature whatsoever for the accuracy or adequacy of the Public Record upon which the Subscriber’s investment decision has been made or as to whether all information concerning the Corporation required to be disclosed by the Corporation has been disclosed. The Subscriber, on its own behalf and on behalf of others for whom the Subscriber is contracting hereunder, has acknowledged that the decision to purchase the Units was made on the basis of the Public Record and this Subscription Agreement and the Agent’s counsel and the Corporation’s counsel are entitled to the benefit of this section;

the Units are being offered for sale on a “private placement” basis;

except for the Warrant Shares, none of the Securities have been or will be registered under the 1933 Act or the securities laws of any state, and the Securities may not be offered or sold,

(j)

(i) the Subscriber (or, if applicable, others for whom it is contracting hereunder) is solely responsible for obtaining such tax and legal advice as it considers appropriate in connection with the execution, delivery and performance by it of this Subscription Agreement and the transactions contemplated hereunder (including the resale and transfer restrictions referred to herein); and (ii) the Agent’s counsel is acting as counsel to the Agent and the Corporation’s counsel is acting as counsel to the Corporation and neither of them are acting as counsel to the Subscriber;

in accepting this Subscription Agreement, the Corporation, the Agent and the U.S. Affiliate are relying upon the representations and warranties and acknowledgements of the Subscriber set out herein including, without limitation, in connection with determining the eligibility of the Subscriber or (if applicable) the eligibility of others on whose behalf the Subscriber is contracting hereunder to purchase Units under the Securities Laws. The Subscriber hereby agrees to notify the Corporation, the Agent and the U.S. Affiliate immediately of any change in any representation, warranty, covenant or other information relating to the Subscriber or the beneficial purchaser contained in this Subscription Agreement which takes place prior to Closing;

the Securities are subject to the terms, conditions and provisions of this Subscription Agreement (including the schedules hereto), the constating documents of the Corporation and the Agency Agreement;

the Warrants are non-transferable, and the certificates evidencing the Common Shares and Warrants will bear a legend, and the Warrant Shares may bear a legend, regarding restrictions on transfer as required pursuant to applicable Securities Laws as set out in Section 8 of this Subscription Agreement;

the Subscriber consents to the Corporation making a notation on its records or giving instructions to any transfer agent of the Securities in order to implement the restrictions on transfer set forth and described herein;

the Agent will receive a commission (including Agent’s Warrants) with respect to this Offering as set out in Section 14 of this Subscription Agreement;

(p)

the Corporation has advised the Subscriber, through the Agent or the U.S. Affiliate, that the Corporation is relying on an exemption from the requirements to provide the Subscriber with a prospectus under the Securities Laws or other applicable securities legislation and, as a consequence of acquiring Units pursuant to this exemption, (i) certain protections, rights and remedies provided by the Securities Laws or other applicable securities legislation including statutory rights of rescission or damages, will not be available to the Subscriber, (ii) the common law may not provide investors with an adequate remedy in the event that they suffer investment losses in connection with securities acquired in a private placement, (iii) the Subscriber may not receive information that would otherwise be required to be given under the Securities Laws, and (iv) the Corporation is relieved from certain obligations that would otherwise apply under the Securities Laws; and

no person has made to the Subscriber any written or oral representations:

that any person will resell or repurchase the Subscriber’s Securities;

that any person will refund the purchase price of the Subscriber’s Securities; or

as to the future price or value of any of the Subscriber’s Securities.

the Subscriber and any beneficial purchaser for whom it is acting is resident in, or if not an individual, has its head office in, the jurisdiction set out on the execution page of this Subscription Agreement, such address was not created and is not used solely for the purpose of acquiring the Securities and the Subscriber was solicited to purchase in such jurisdiction;

the Subscriber complies with one of the following:

the Subscriber is an “accredited investor” within the meaning of NI 45-106 and:

is either purchasing the Securities (I) as principal and not for the benefit of any other person, or is deemed under NI 45-106 to be purchasing the Securities as principal, or (II) as agent for a beneficial purchaser disclosed in this Subscription Agreement, and is an agent or trustee with proper authority to execute all documents required in connection with the purchase of the Securities on behalf of such disclosed beneficial purchaser and such disclosed beneficial purchaser for whom the Subscriber is contracting hereunder is purchasing as principal and not for the benefit of any other person, or is deemed under NI 45-106 to be purchasing the Securities as principal, and such disclosed beneficial purchaser is an “accredited investor” within the meaning of NI 45-106;

if the Subscriber is, or the beneficial purchaser for whom the Subscriber is contracting hereunder is, as the case may be, a person, other than an individual or investment fund, that has net assets of at least CDN$5,000,000, the Subscriber was not, or the beneficial purchaser for whom the Subscriber is contracting hereunder was not, as the case may be, created or used solely to purchase or hold securities as an accredited investor; and

the Subscriber has concurrently executed and delivered a certificate in the form attached as Schedule “A” hereto; or

the Subscriber is purchasing as principal and has purchased that number of Units having an acquisition cost to the Subscriber of not less than CDN$150,000 to be paid in cash on the Closing Date;

the Subscriber is not a person created, or used solely, to purchase or hold the Units in order to comply with an exemption from the prospectus requirements of Securities Laws and if the Subscriber is not an individual, it pre-existed the Offering and has a bona fide purpose other than investment in the Units;

unless the Subscriber has made the representations set forth below in Section 7(f) hereof and has completed Schedule “B” attached hereto:

the Subscriber is not a person in the United States or a U.S. Person and is not acquiring the Securities for the account or benefit of any person in the United States or U.S. Person;

the Subscriber was not offered the Securities in the United States; and

at the time the buy order for the Securities was originated, the Subscriber was outside the United States and this Subscription Agreement was not executed or delivered in the United States;

if the Subscriber is not a U.S. Subscriber:

the Subscriber understands that if it decides to offer, sell, pledge or otherwise transfer the Common Shares or the Warrant Shares, such securities may be offered, sold or otherwise transferred only: (A) to the Corporation; (B) pursuant to an effective registration statement under the 1933 Act, (C) in accordance with Rule 144 under the 1933 Act, if available, and in compliance with applicable state Securities Laws, (D) in accordance with the provisions of Regulation S, if available, or (E) in a transaction that does not otherwise require registration under the 1933 Act or any applicable state Securities Laws (in each case, if an opinion of counsel, of recognized standing reasonably satisfactory to the Corporation, has been provided to the Corporation to that effect, if applicable) and further agrees that hedging transactions involving such securities may not be conducted unless in compliance with the 1933 Act and other applicable Securities Laws;

the Subscriber acknowledges and agrees that the Securities will be “restricted securities” within the meaning of Rule 144(a)(3) of the 1933 Act and will remain “restricted securities” notwithstanding any resale within or outside the United States unless the sale is completed pursuant to an effective registration statement under the 1933 Act;

the Subscriber understands that the Corporation is the seller of the Securities and that, for purposes of Regulation S, a “distributor” is any underwriter, dealer or other person who participates, pursuant to a contractual arrangement, in the distribution of securities offered or sold in reliance on Regulation S and that an “affiliate” is any partner, officer, director or any person directly or indirectly controlling, controlled by or under common control with any person in question; except as otherwise permitted by Regulation S, the Subscriber agrees that it will not, during a one-year distribution compliance period, act as a distributor, either directly or through any affiliate, or sell, transfer, hypothecate or otherwise convey the Securities other than to or for the account or benefit of a non-U.S. Person; and

the Subscriber will not offer, sell or otherwise dispose of the Securities except in accordance with the transfer restrictions described herein in the United States or to a U.S. Person unless (A) such offer, sale or disposition is made in accordance with an exemption from the registration requirements under the 1933 Act and the Securities Laws of applicable states of the United States, or (B) the SEC has declared effective a registration statement in respect of such securities. In the case of (A), the Corporation may require, as a condition of granting its consent, a legal opinion of a firm reasonably acceptable to the Corporation confirming that the sale is not subject to the registration requirement of the 1933 Act;

if the Subscriber is a U.S. Subscriber, then:

the Subscriber understands and acknowledges that the Securities have not been registered under the 1933 Act or any state securities laws and that the sale of the Units contemplated hereby is being made to a limited number of U.S. Accredited Investors in transactions not requiring registration under the 1933 Act; accordingly the Securities are “restricted securities” within the meaning Rule 144(a)(3) under the 1933 Act;

the Subscriber has no contract, undertaking, agreement or arrangement with any person to sell, transfer or pledge to such person, or anyone else, the Securities or any part thereof, or any interest therein, and has no present plans to enter into any such contract, undertaking, agreement or arrangement;

the Subscriber acknowledges that the Corporation has not and does not intend to file a registration statement under the 1933 Act in respect of the Common Shares and the Warrants, and the Subscriber acknowledges that there may be substantial restrictions on the transferability of, and that it may not be possible to liquidate its investment readily in, the Common Shares and the Warrants;

the Subscriber acknowledges that the Corporation has not yet filed a registration statement under the 1933 Act in respect of the Warrant Shares and, unless and until the Registration Statement becomes effective, the Subscriber acknowledges that there may be substantial restrictions on the transferability of, and that it may not be possible to liquidate its investment readily in, the Warrant Shares;

the Subscriber is a U.S. Accredited Investor and acknowledges that it is acquiring the Units as an investment for its own account or for the account of a U.S. Accredited Investor as to which it exercises sole investment discretion and not with a view to any resale, distribution or other disposition of the Units in violation of the federal or state securities laws of the United States and the Subscriber has concurrently executed and delivered a certificate in the form attached as Schedule “B” hereto. The Subscriber acknowledges that it will be required to confirm its status as a U.S. Accredited Investor and make similar representations to those contained in this Section 7(f) at the time of exercise of any Warrants;

the Subscriber has concurrently executed and delivered a certificate in the form attached as Schedule “A” hereto;

the Subscriber understands and agrees that there may be material tax consequences to it of an acquisition, holding or disposition of the Securities. The Corporation and the Agent give no opinion and make no representation with respect to the tax consequences under United States, state, local or foreign tax law of the acquisition, holding or disposition of such securities, and the Subscriber acknowledges that it is solely responsible for determining the tax consequences of its investment;

the Subscriber understands that none of the Warrant Shares may be sold or transferred in the United States or to a U.S. Person prior to the Registration Statement becoming

the Subscriber understands that if it decides to offer, sell, pledge or otherwise transfer the Common Shares or the Warrant Shares, such securities may be offered, sold or otherwise transferred only: (A) to the Corporation; (B) pursuant to an effective registration statement under the 1933 Act, (C) in accordance with Rule 144 under the 1933 Act, if available, and in compliance with applicable state Securities Laws, (D) in accordance with the provisions of Regulation S, if available, or (E) in a transaction that does not otherwise require registration under the 1933 Act or any applicable state Securities Laws (in each case, if an opinion of counsel, of recognized standing reasonably satisfactory to the Corporation, has been provided to the Corporation to that effect, if applicable) and further agrees that hedging transactions involving such securities may not be conducted unless in compliance with the 1933 Act and other applicable Securities Laws; and

if the address of the Subscriber provided in this Subscription Agreement is in a jurisdiction outside of British Columbia, the Subscriber certifies that the Subscriber (and beneficial purchaser, if applicable) is not resident in British Columbia;

the Subscriber acknowledges that:

no securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities;

there is no government or other insurance covering the Securities;

there are risks associated with the purchase of the Securities;

there are restrictions on the Subscriber’s (or beneficial purchaser’s, if applicable) ability to re-sell the Securities and it is the responsibility of the Subscriber to find out what those restrictions are and to comply with them before selling the Securities;

the Subscriber has had access to such additional information, if any, concerning the Corporation as it has considered necessary in connection with its investment decision to acquire the Securities; and

the Corporation has advised the Subscriber that the Corporation is relying on an exemption from the requirements to provide the Subscriber with a prospectus and to sell securities through a person registered to sell securities under the BC Act and, as a consequence of acquiring the Securities pursuant to an exemption, certain protections, rights and remedies provided by the BC Act, including statutory rights of rescission and damages, will not be available to the Subscriber;

if the Subscriber is resident outside of Canada and the United States, the Subscriber:

has concurrently executed and delivered a certificate in the form attached as Schedule “A” hereto;

is knowledgeable of, or has been independently advised as to, the applicable Securities Laws of the Securities Regulators having application in the jurisdiction in which the Subscriber is resident (the “International Jurisdiction”) which would apply to the acquisition of the Subscriber’s Units;

the Subscriber is purchasing the Units pursuant to exemptions from prospectus or equivalent requirements under applicable Securities Laws or, if such is not applicable, the Subscriber is permitted to purchase the Units under the applicable Securities Laws of

the applicable Securities Laws of the authorities in the International Jurisdiction do not require the Corporation to make any filings or seek any approvals of any kind whatsoever from any Securities Regulator of any kind whatsoever in the International Jurisdiction in connection with the issue and sale or resale of the Subscriber’s Units; and

the purchase of the Subscriber’s Units by the Subscriber does not trigger:

any obligation to prepare and file a prospectus or similar document, or any other report with respect to such purchase in the International Jurisdiction; or

any continuous disclosure reporting obligation of the Corporation in the International Jurisdiction; and

the Subscriber will, if requested by the Corporation or the Agent, deliver to the Corporation and the Agent a certificate or opinion of local counsel from the International Jurisdiction which will confirm the matters referred to in subparagraphs (iii), (iv) and (v) above to the satisfaction of the Corporation, acting reasonably;

neither the Subscriber nor any party on whose behalf it is acting has been created or is being used primarily to permit the purchase of the Units without a prospectus in reliance on an exemption from the prospectus requirements of applicable securities legislation;

if the Subscriber is an individual, the Subscriber has attained the age of majority and is legally competent to execute this Subscription Agreement and to take all actions required pursuant hereto and if the Subscriber is not an individual, this Subscription Agreement has been authorized, executed and delivered by, and constitutes a legal, valid and binding agreement of the undersigned and if the Subscriber is a corporation, it has been duly incorporated and validly exists under the laws of its jurisdiction of incorporation or continuance and that this Subscription Agreement has been duly authorized by all necessary corporate action and constitutes a legal and binding agreement of the corporation;

the Subscriber is capable of assessing and evaluating the risks and merits of this investment as a result of the Subscriber’s financial, investment or business experience or as a result of advice received from a registered person other than the Corporation or an affiliate thereof, and the Subscriber or, where it is not purchasing as principal, each beneficial purchaser is able to bear the economic loss of its investment;

this Subscription Agreement has been duly and validly authorized, executed and delivered by and constitutes a legal, valid, binding and enforceable obligation of the Subscriber;

the delivery of this Subscription Agreement, the acceptance of it by the Corporation and the issuance of the Securities to the Subscriber complies with all applicable laws of the Subscriber’s jurisdiction of residence or domicile and all other applicable laws and will not cause the Corporation to become subject to or comply with any disclosure, prospectus or reporting requirements under any such applicable laws;

the Subscriber is not a “control person” of the Corporation as defined in the applicable Securities Laws, will not become a “control person” by virtue of this purchase of any of the Securities, and does not intend to act in concert with any other person to form a control group of the Corporation;

neither the Subscriber nor any party on whose behalf it is acting is an investment club;

the Subscriber (or, if applicable, others for whom it is contracting hereunder) has been advised to consult its own legal and tax advisors with respect to applicable resale restrictions and tax considerations, and it (or, if applicable, others for whom it is contracting hereunder) is solely responsible for compliance with applicable resale restrictions and applicable tax legislation;

the Subscriber has no knowledge of a “material fact” or “material change” (as those terms are defined in the applicable Securities Laws) in the affairs of the Corporation that has not been generally disclosed to the public, save knowledge of this particular transaction;

the entering into of this Subscription Agreement and the transactions contemplated hereby will not result in the violation of any of the terms and provisions of any law applicable to, or the constating documents of, the Subscriber or of any agreement, written or oral, to which the Subscriber may be a party or by which it is or may be bound or the termination of any such agreement;

the Subscriber will execute and deliver within the approved time periods, all documentation as may be required by applicable Securities Laws and any other applicable law to permit the purchase of the Units on terms herein set forth;

if required by applicable Securities Laws or any other applicable law, the Subscriber will execute, deliver, file and otherwise assist the Corporation and the Agent in filing such reports, undertakings and other documents with respect to the issuance of the Units as may be required;

other than the Agent, the U.S. Affiliate and the soliciting dealer group members, if any, 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 and if any person establishes a claim that any fee or other compensation is payable in connection with this subscription for the Units, the Subscriber covenants to indemnify and hold harmless the Corporation, the Agent and the U.S. Affiliate with respect thereto and with respect to all costs reasonably incurred in the defence thereof;

the Subscriber (and, if applicable, others for whom it is contracting hereunder) is not:

a licensed broker or dealer in the United States,

an affiliate of a licensed broker or dealer in the United States,

acting as an underwriter (as that term is defined in Section 2(11) of the 1933 Act) in respect of the Common Shares, the Warrants or the Warrant Shares, or

an affiliate of any person that is acting as an underwriter (as that term is defined in Section 2(11) of the 1933 Act) in respect of the Common Shares, the Warrants or the Warrant Shares; and

The funds representing the Subscription Price which will be advanced by the Subscriber to the Corporation hereunder will not represent proceeds of crime for the purposes of 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 the Subscriber’s 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.

Legends.

Common Shares:

the Subscriber acknowledges that, in addition to the other legends that may be required by Securities Laws, the certificates representing the Common Shares will bear the following legend mandated by Canadian Securities Laws:

“CANADIAN LEGEND:

Warrants:

the Subscriber acknowledges that, in addition to the other legends that may be required by Securities Laws, the certificates representing the Warrants will bear the following legend:

Warrant Shares:

the Subscriber acknowledges that, in addition to the other legends that may be required by Securities Laws, the certificates representing any Warrant Shares issued upon exercise of Warrants on or before the date that is four months and one day after the Closing Date will bear the following legend mandated by Canadian Securities Laws:

“CANADIAN LEGEND:

the Corporation will use commercially reasonable efforts to file the Registration Statement with the SEC within 45 days after the Closing Date;

the Corporation will respond to comments, if any are received from the SEC, on the Registration Statement expeditiously in an effort to cause the SEC to declare the Registration Statement effective as soon as is practicable after the date it is filed;

the Corporation shall keep the Registration Statement effective until the earlier of (i) date that the Subscriber can sell all of the Warrant Shares pursuant to Rule 144 under the 1933 Act and (ii) the date upon which all of the Warrants have expired without exercise, provided that the Subscriber furnishes in writing to the Corporation all information within the Subscriber’s possession or knowledge that the Corporation or its counsel may reasonably require in order to keep the Registration Statement effective;

the Subscriber shall have the benefit of the representations and warranties made by the Corporation in the Agency Agreement (save and except as waived by the Agent) as if such representations and warranties were made by the Corporation in this Subscription Agreement;

the Corporation will promptly comply with all filing and other requirements under all applicable Securities Laws in connection with the Offering;

on the Closing Date, the Corporation will have taken all necessary steps to duly and validly create and issue the Common Shares and the Warrants (and the Warrant Shares issuable upon exercise thereof); and

the net proceeds of the Offering will be used to fund ongoing exploration programs at the Corporation’s properties in the Patagonia region of Argentina, working capital and for general corporate purposes.

furnish in writing to the Corporation all information within the Subscriber’s possession or knowledge required by the applicable rules and regulations of the SEC and by any applicable Securities Laws concerning the proposed method of sale or other disposition of the Warrant Shares and the identity of and compensation to be paid to any proposed broker-dealer(s) to be employed in connection therewith;

execute and deliver to the Corporation such written undertakings as the Corporation and its counsel may reasonably require in order to ensure full compliance with relevant provisions of the 1933 Act and the 1934 Act if the Subscriber desires to sell and distribute the Warrant Shares over a period of time, or from time to time, at then prevailing market prices, pursuant to the Registration Statement to be filed by the Corporation; and

if, during the effectiveness of the Registration Statement filed pursuant to this Subscription Agreement, an intervening event should occur which, in the reasonable opinion of the Corporation’s counsel, makes the prospectus included in the Registration Statement no longer compliant with the 1933 Act, after notice containing the facts and legal conclusions relied upon from the Corporation to the Subscriber of the occurrence of such an event, make no further sales or other dispositions, or offers therefor, of the Warrant Shares under such Registration Statement until the Subscriber receives from the Corporation copies of a new, amended or supplemented prospectus complying with the 1933 Act as soon as practicable after such notice. The Corporation shall keep the Subscriber fully informed as to the status of the Corporation’s efforts which shall be prompt and diligent to cause such new, amended or supplemented prospectus to be available for use by the Subscriber, provided that the Subscriber furnishes in writing all information within the Subscriber’s possession or knowledge that the Corporation or its counsel may reasonably require in order to ensure that the new, amended or supplemented prospectus complies with the 1933 Act.

irrevocably authorizes the Agent, in its sole discretion, to act as the Subscriber’s representative at the Closing, to receive certificates representing the Subscriber’s Common Shares and Warrants and to execute in its name and on its behalf all closing receipts and documents required;

irrevocably authorizes the Agent to negotiate and settle the form of any agreement to be entered into in connection with this transaction and to correct errors and omissions of an administrative nature in order to give effect to this Subscription Agreement and to extend the time for compliance with, any of the representations, warranties, covenants or closing conditions under this Subscription Agreement or the Agency Agreement in such manner and on such terms and conditions as the Agent may determine, acting reasonably, without in any way adversely affecting the Subscriber’s obligations or the obligations of such other subscribers hereunder or to exercise any rights of termination contained in the Agency Agreement;

acknowledges and agrees that the Agent and the Corporation may vary, amend, alter or waive, in whole or in part, one or more of the conditions or covenants set forth in this Subscription Agreement or the Agency Agreement in such manner and on such terms and conditions as it may determine, acting reasonably, upon the Subscriber’s prior written consent, such consent not to be unreasonably withheld, except the Agent and the Corporation may extend the Closing Date or increase the maximum amount of the Offering without additional consent from the Subscriber; and

irrevocably authorizes the Agent to swear, accept, execute, file and record any documents (including receipts) necessary to accept delivery of the certificates representing the Common Shares and the Warrants on the Closing and to terminate this subscription on behalf of the Subscriber pursuant to the terms of the Agency Agreement.

Compensation of Agent.

The Subscriber understands that, in connection with the issue and sale of Units pursuant to the Offering, the Agent will receive from the Corporation on Closing:

a commission equal to 6% of the gross proceeds from the sale of the Units, payable in cash; and

non-transferable Agent’s Warrants (the “Agent’s Warrants”) entitling the Agent to purchase that number of common shares (“Agent’s Warrant Shares”) of the Corporation equal to 6% of the number of Units sold by the Agent, at an exercise price of CDN$0.70 per Agent’s Warrant Share for a period of one year following the Closing Date.

No other fee or commission is payable by the Corporation in connection with the completion of the Offering. However, the Corporation will pay certain fees and expenses of the Agent in connection with the Offering as set out in the Agency Agreement.

the Corporation may deliver to any securities commission having jurisdiction over the Corporation, the Subscriber or this subscription, including the British Columbia Securities Commission, the Alberta Securities Commission and the Ontario Securities Commission and/or the SEC (collectively, the “Commissions”) certain personal information pertaining to the Subscriber, including such Subscriber’s full name, residential address and telephone number, the number of shares or other securities of the Corporation owned by the Subscriber, the number of Units purchased by the Subscriber and the total purchase price paid for such Units, the prospectus exemption relied on by the Corporation and the date of distribution of the Units,

such information is being collected indirectly by the Commissions under the authority granted to them in securities legislation,

such information is being collected for the purposes of the administration and enforcement of the securities laws, and

the Subscriber may contact the following public official in Ontario with respect to questions about the Ontario Securities Commission’s indirect collection of such information at the following address and telephone number:

Administrative Assistant to the Director of Corporate Finance
Ontario Securities Commission
Suite 1903, Box 55, 20 Queen Street West
Toronto, Ontario, M5H 3S8
Telephone: (416) 593-8086

the disclosure of Personal Information by the Corporation to the Exchange (as described in Exchange Appendix 6A, a copy of which is attached as Schedule “D”) pursuant to Form 4B; and

the collection, use and disclosure of Personal Information by the Exchange for the purposes described in Appendix 6A or as otherwise identified by the Exchange, from time to time.

a Canadian financial institution, or a Schedule III bank.

the Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada).

a subsidiary of any person referred to in paragraphs (1) or (2), 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.

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).

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 (4).

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.

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 Québec.

any national, federal, state, provincial, territorial or municipal government of or in any foreign jurisdiction, or any agency of that government.

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.

an individual who, either alone or with a spouse, beneficially owns, directly or indirectly, financial assets having an aggregate realizable value that before taxes, but net of any related liabilities, exceeds CDN$1,000,000.

an individual whose net income before taxes exceeded CDN$200,000 in each of the 2 most recent calendar years or whose net income before taxes combined with that of a spouse exceeded CDN$300,000 in each of the 2 most recent calendar years and who, in either case, reasonably expects to exceed that net income level in the current calendar year.

an individual who, either alone or with a spouse, has net assets of at least CDN$5,000,000.

a person, other than an individual or investment fund, that has net assets of at least CDN$5,000,000 as shown on its most recently prepared financial statements.

an investment fund that distributes or has distributed its securities only to

a person that is or was an accredited investor at the time of the distribution,

a person that acquires or acquired securities in the circumstances referred to in sections 2.10 [Minimum amount investment], or 2.19 [Additional investment in investment funds] of NI 45-106, or

a person described in paragraph (i) or (ii) that acquires or acquired securities under section 2.18 [Investment fund reinvestment] of NI 45-106.

an investment fund that distributes or has distributed securities under a prospectus in a jurisdiction of Canada for which the regulator or, in Québec, the securities regulatory authority, has issued a receipt.

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 account managed by the trust company or trust corporation, as the case may be.

a person acting on behalf of a fully managed account managed by that person, if that person

is registered or authorized to carry on business as an adviser or the equivalent under the securities legislation of a jurisdiction of Canada or a foreign jurisdiction, and

in Ontario, is purchasing a security that is not a security of an investment fund.

a registered charity under the Income Tax Act (Canada) that, in regard to the trade, has obtained advice from an eligibility adviser or an adviser registered under the securities legislation of the jurisdiction of the registered charity to give advice on the securities being traded.

an entity organized in a foreign jurisdiction that is analogous to any of the entities referred to in paragraphs (1) to (4) or paragraph (9) in form and function.

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.

an investment fund that is advised by a person registered as an adviser or a person that is exempt from registration as an adviser.

a person that is recognized or designated by the securities regulatory authority or, except in Ontario and Québec, the regulator as

an accredited investor, or

an exempt subscriber in Alberta or British Columbia after NI 45-106 comes into force.

“affiliate” means that an issuer is an affiliate of another issuer if:

one of them is the subsidiary of the other, or

each of them is controlled by the same person.

“Canadian financial institution” means

an association governed by the Cooperative Credit Associations Act (Canada) or a central cooperative credit society for which an order has been made under section 473(1) of that Act, or

a bank, loan corporation, trust company, trust corporation, insurance company, treasury branch, credit union, caisse populaire, financial services cooperative, or league that, in each case, is authorized by an enactment of Canada or a jurisdiction of Canada to carry on business in Canada or a jurisdiction of Canada.

“company” means any corporation, incorporated association, incorporated syndicate or other incorporated organization;

“control” means as follows: a person (first person) is considered to control another person (second person) if:

the first person beneficially owns or directly or indirectly 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 that first person holds the voting securities only to secure an obligation,

the second person is a partnership, other than a limited partnership, and the first person holds more than 50% of the interests of the partnership, or

the second person is a limited partnership and the general partner of the limited partnership is the first person;

“entity” means a company, syndicate, partnership, trust or unincorporated organization;

“financial assets” means cash, securities, or any contract of insurance or deposit or evidence thereof that is not a security for the purposes of the securities legislation;

“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;

“mutual fund” means:

for the purposes of British Columbia law,

an issuer of a security that entitles the holder to receive on demand, or within a specified period after demand, an amount computed by reference to the value of a proportionate interest in the whole or in a part of the net assets, including a separate fund or trust account, of the issuer of the security,

an issuer described in an order that the commission may make under section 3.2 of the Securities Act (B.C.), and

an issuer that is in a class of prescribed issuers,

but does not include an issuer, or a class of issuers, described in an order that the commission may make under section 3.1 of the Securities Act (B.C.);

for the purposes of Alberta law,

an issuer whose primary purpose is to invest money provided by its security holders and whose securities entitle the holder to receive on demand, or within a specified period after demand, an amount computed by reference to the value of a proportionate interest in the whole or in part of the net assets, including a separate fund or trust account, of the issuer, or

an issuer that is designated as a mutual fund under section 10 of the Alberta Securities Act (Alberta) or in accordance with the regulations,

but does not include an issuer, or class of issuers, that is designated under section 10 of the Alberta Securities Act (Alberta) not to be a mutual fund;

for the purposes of Ontario law, an issuer whose primary purpose is to invest money provided by its security holders and whose securities entitle the holder to receive on demand, or within a specified period after demand, an amount computed by reference to the value as a proportionate interest in the whole or in part of the net assets, including a separate fund or trust account, of the issuer;

for the purposes of Quebec law, a company issuing shares which must, on request of the holder, redeem them at their net asset value;

“non-redeemable investment fund” means an issuer:

whose primary purpose is to invest money provided by its security holders;

that does not invest,

for the purpose of exercising or seeking to exercise control of an issuer, other than an issuer that is a mutual fund or a non-redeemable investment fund, or

for the purpose of being actively involved in the management of any issuer in which it invests, other than an issuer that is a mutual fund or a non-redeemable investment fund, and

that is not a mutual fund;

“person” includes

an individual,

a corporation,

a partnership, trust, fund and an association, syndicate, organization or other organized group of persons, whether incorporated or not, and

an individual or other person in that person's capacity as a trustee, executor, administrator or personal or other legal representative;

“portfolio adviser” means:

a portfolio manager; or

a broker or investment dealer exempted from registration as an adviser under section 148 of the regulation made under the Securities Act (Ontario) if that broker or investment dealer is not exempt from the by-laws or regulations of the Toronto Stock Exchange or the Investment Dealers’ Association of Canada referred to in that section;

“related liabilities” means liabilities incurred or assumed for the purpose of financing the acquisition or ownership of financial assets or liabilities that are secured by financial assets; and

“spouse” means an individual who:

is married to another individual and is not living separate and apart within the meaning of the Divorce Act (Canada) from the other individual,

is living with another individual in a marriage-like relationship, including a marriage-like relationship between individuals of the same gender, or

in Alberta, is an individual referred to in paragraph (i) or (ii), or is an adult interdependent partner within the meaning of the Adult Interdependent Relationships Act (Alberta);

“subsidiary” means an issuer that is controlled directly or indirectly by another issuer and includes a subsidiary of that subsidiary.

An organization described in Section 501(c)(3) of the United States Internal Revenue Code, a corporation, a Massachusetts or similar business trust or partnership, not formed for the specific purpose of acquiring the Units, with total assets in excess of US$5,000,000.

A natural person whose individual net worth, or joint net worth with that person’s spouse, at the time of purchase exceeds US$1,000,000.

A natural person who had an individual income in excess of US$200,000 in each of the two most recent years or joint income with that person’s spouse in excess of US$300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year.

A “bank” as defined under Section (3)(a)(2) of the 1933 Act or savings and loan association or other institution as defined in Section 3(a)(5)(A) of the 1933 Act acting in its individual or fiduciary capacity; a broker dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934 (United States); an insurance Corporation as defined in Section 2(13) of the 1933 Act; an investment Corporation registered under the Investment Corporation Act of 1940 (United States) or a business development Corporation as defined in Section 2(a)(48) of such Act; a Small Business Investment Corporation licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958 (United States); a plan with total assets in excess of US$5,000,000 established and maintained by a state, a political subdivision thereof, or an agency or instrumentality of a state or a political subdivision thereof, for the benefit of its employees; an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 (United States) whose investment decisions are made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings and loan association, insurance Corporation or registered investment adviser, or if the employee benefit plan has total assets in excess of US$5,000,000, or, if a self-directed plan, whose investment decisions are made solely by persons that are accredited investors.

A private business development Corporation as defined in Section 202(a)(22) of the Investment Advisers Act of 1940 (United States).

A trust with total assets in excess of US$5,000,000, not formed for the specific purpose of acquiring the Units, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) under the 1933 Act.

An entity in which all of the equity owners satisfy the requirements of one or more of the foregoing categories.

Placee Information:

Jurisdiction of Incorporation or Creation:

(a)        Is the Placee purchasing securities as a portfolio manager (Yes/No)?

(b)        Is the Placee carrying on business as a portfolio manager outside of Canada (Yes/No)? ______________

If the answer to 2(b) above was “Yes”, the undersigned certifies that:

it is purchasing securities of an Issuer on behalf of managed accounts for which it is making the investment decision to purchase the securities and has full discretion to purchase or sell securities for such accounts without requiring the client’s express consent to a transaction;

it carries on the business of managing the investment portfolios of clients through discretionary authority granted by those clients (a “portfolio manager” business) in  ____________________ [jurisdiction], and it is permitted by law to carry on a portfolio manager business in that jurisdiction;

it was not created solely or primarily for the purpose of purchasing securities of the Issuer;

the total asset value of the investment portfolios it manages on behalf of clients is not less than $20,000,000; and

it has no reasonable grounds to believe, that any of the directors, senior officers and other insiders of the Issuer, and the persons that carry on investor relations activities for the Issuer has a beneficial interest in any of the managed accounts for which it is purchasing.

If the answer to 2(a). above was “No”, please provide the names and addresses of Control Persons of the Placee:

the disclosure of Personal Information by the undersigned to the Exchange (as defined in Appendix 6B) pursuant to this Form; and

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.

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.