KIRKLAND LAKE GOLD INC. SUBSCRIPTION AGREEMENT FOR FLOW-THROUGH SHARES

XXXXXXXX LAKE GOLD INC.

SUBSCRIPTION AGREEMENT FOR FLOW-THROUGH SHARES

TO:	XXXXXXXX LAKE GOLD INC.

AND TO:	FORT HOUSE INC.
	OCTAGON CAPITAL CORPORATION
	(collectively, the “Agents”)

The undersigned (the “Subscriber”) hereby irrevocably subscribes for and agrees to purchase from Xxxxxxxx Lake Gold Inc. (the “Corporation”) that number of flow-through Common Shares (the “Flow-Through Shares”) set out below at a price of $4.00 per Flow-Through Share. The Subscriber agrees to be bound by the terms and conditions set forth in the attached “Terms and Conditions of Subscription for Flow-Through 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 and the Agents may rely upon the Subscriber’s representations, warranties and covenants contained in such documents.

SUBSCRIPTION AND SUBSCRIBER INFORMATION

Please print all information (other than signatures), as applicable, in the space provided below


		Number of Flow-Through Shares: x $4.00
(Name of Subscriber)
		=

Account Reference (if applicable):
		Aggregate Subscription Price: ____________________________________________
By: _________________________________________________________________		(the “Subscription Price”)
Authorized Signature

		If the Subscriber is signing as agent for a principal (beneficial purchaser)
(Official Capacity or Title – if the Subscriber is not an individual)		and is not purchasing as trustee or agent for accounts fully managed by it,
		complete the following:

(Name of individual whose signature appears above if different than the
name of the subscriber printed above.)		(Name of Principal)


(Subscriber’s Address, including Province)		(Principal’s Address)


S.I.N. or Tax Account Number of Subscriber


(Telephone Number) (Email Address)



Account Registration Information:		Delivery Instructions:


(Name)		(Name)

		(Account Reference, if applicable)

(Account Reference, if applicable)
		(Address)

(Address, including Postal Code)		(Contact Name) (Telephone Number)


Number and kind of securities of the Corporation held, if any:		1. State whether Subscriber is an insider of the Corporation:

		Yes ¨ No ¨

TERMS AND CONDITIONS OF SUBSCRIPTION FOR
FLOW-THROUGH SHARES

ARTICLE 1 - INTERPRETATION

1.1 Definitions

(a) 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:

“Agency Agreement” means the Agency Agreement to be entered into between the Agents and the Corporation in respect of the Offering.

“Agents” means Fort House Inc. and Octagon Capital Corporation.

“Broker Warrants” shall have the meaning ascribed to such term in Section 8.1.

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

“Canadian Exploration Expense” or “CEE” means an expense of the nature referred to in paragraphs (f) or (g) of the definition of Canadian exploration expense in subsection 66.1(6) of the Tax Act other than the cost of acquiring or obtaining the use of seismic data described in paragraph 66(12.6)(b.1) of the Tax Act or any expenses for prepaid services or rent that do not qualify as outlays and expenses for the period as described in the definition "expense" in subsection 66(15) of the Tax Act.

“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 Shares” means the common shares in the capital of the Corporation.

“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 (Ontario).

“Corporation” means Xxxxxxxx Lake Gold Inc. and includes any successor corporation to or of the Corporation.

“Flow-Through Mining Expenditure” means an expense which is a “flow-through mining expenditure” as defined in subsection 127(9) of the Tax Act.

“Flow-Through Shares” means “flow-through shares” as defined in subsection 66(15) of the Tax Act.

“Offering” means the offering of up to $7,700,000 of Flow-Through Shares pursuant to this Subscription Agreement and the Agency 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.

“Prescribed Forms” means the forms prescribed from time to time under subsection 66(12.7) of the Tax Act and under the applicable provision of the Taxation Act (Québec) as described in paragraph 1.1(b) hereof filed or to be filed by the Corporation within the prescribed times renouncing to the Subscriber the Resource Expenses incurred pursuant to this Subscription Agreement and all parts or copies of such forms required by Revenue Canada and under the Taxation Act (Québec) as described in paragraph 1.1(b) hereof to be delivered to the Subscriber.

“Prescribed Relationship” means a relationship between the Corporation and the Subscriber where the Subscriber and the Corporation are related or otherwise do not deal at arm’s length for purposes of the Tax Act.

“Resource Expense” means an expense which is CEE, including a Flow-Through Mining Expenditure, which is incurred on or after the Closing Date and on or before the Termination Date which may be renounced by the Corporation pursuant to subsection 66(12.6) of the Tax Act with an effective date not later than December 31, 2003 and in respect of which, but for the renunciation, the Corporation would be entitled to a deduction from income for income tax purposes.

“Revenue Canada” means the Canada Customs and Revenue Agency.

“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 and territories of Canada, and the rules of the TSX.

“Subscriber” means the subscriber for the Flow-Through Shares as set out on the face page of this Subscription Agreement.

“Subscription Agreement” means this subscription agreement (including any schedules hereto) and any instrument amending this Subscription Agreement.

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

“Tax Act” means the Income Tax Act (Canada), as amended, re-enacted or replaced from time to time.

“Term Sheet” means the term sheet delivered to potential purchasers of Flow-Through Shares, a copy of which is attached hereto as Schedule “A”.

“Termination Date” means December 31, 2004.

“TSX” means the Toronto Stock Exchange.

“TSX Approval” means the conditional approval of the Offering by the TSX.

“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” shall have the meaning ascribed to such term 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.

(b) Any reference to a word or term defined in the Tax Act shall include, for purposes of Québec income taxation, a reference to the equivalent word or term, if any, defined in the Taxation Act (Québec) as such act may be amended, reenacted or replaced from time to time. Any reference to the Tax Act or a provision thereof shall include, for purposes of Québec income taxation, a reference to the Taxation Act (Québec) or the equivalent provision thereof as such act may be amended, re-enacted or replaced from time to time. Any reference to a filing or similar requirement imposed under the Tax Act shall include, for purposes of Québec income taxation, a reference to the equivalent filing or similar requirement, where applicable, under the Taxation Act (Québec) as the Tax Act may be amended, re-enacted or replaced from time to time; provided that, if no filing or similar requirement is provided under the Taxation Act (Québec), a copy of any material filed under the Tax Act shall be filed with the Ministère de Revenue du Québec.

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 and words importing persons shall include firms and corporations and vice versa.

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 Articles, 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 Article, Section, Subsection, paragraph, clause or Schedule are to the applicable article, section, subsection, paragraph, clause or schedule of this Subscription Agreement.

ARTICLE 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” -	Certificate of an Accredited Investor
Schedule	“C” -	Certificate of an Eligible Purchaser
Schedule	“D” -	Manitoba Residents not purchasing as an Accredited Investor Only - Manitoba Form 8
Schedule	“E” -	TSX Private Placement Questionnaire and Undertaking
Schedule	“F” -	Saskatchewan Residents purchasing under the Family and Friends Exemption Only – Form 45-103F5 Report Acknowledgement

ARTICLE 3 - SUBSCRIPTION AND DESCRIPTION OF FLOW-THROUGH SHARES

3.1 Subscription for the Flow-Through Shares

The Subscriber hereby confirms its irrevocable subscription for and offer to purchase the Flow-Through Shares from the Corporation, on and subject to the terms and conditions set out in this Subscription Agreement, for the Subscription Price which is payable as described in Article 4.

3.2 Description of Flow-Through Shares

Upon issue, the Flow-Through Shares will be “flow-through shares” as defined is subsection 66(15) of the Tax Act and are not and will not be prescribed shares within the meaning of section 6202.1 of the regulations to the Tax Act. The Corporation agrees to:

(a) incur or be deemed to incur Resource Expenses in an amount equal to the Subscription Price during the period from and after the Closing Date to and including December 31, 2004, 4/7ths of which shall qualify as Flow-Through Mining Expenditures; and

(b) renounce Resource Expenses as described in paragraph (a) equal to the Subscription Price to the Subscriber with an effective date of no later than December 31, 2003.

3.3 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 Flow-Through 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 Agents representing the 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 Subscription Price for that portion of the subscription for the Flow-Through Shares which is not accepted, will be promptly delivered to the Subscriber without interest or deduction.

ARTICLE 4 - CLOSING

4. Closing

Delivery and sale of the Flow-Through Shares and payment of the Subscription Price will be completed (the “Closing”) at the offices of the Corporation’s counsel, X'Xxxxx & Company, Suite 1880 Royal Centre, 0000 Xxxx Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0 at 10:00 a.m. (Vancouver time) (the “Closing Time”) on November 14, 2003 or such other place or date or time as the Corporation and the Agents may agree (the “Closing Date”). If, prior to the Closing Time, the terms and conditions contained in this Subscription Agreement and the Agency Agreement have been complied with to the satisfaction of the Agents, or waived by the Agents, the Agents shall deliver to the Corporation all completed Subscription Agreements and payment of the aggregate Subscription Price for all of the Flow-Through Shares sold pursuant to the Agency Agreement against delivery by the Corporation of certificates representing the Flow-Through Shares and such other documentation as may be required pursuant to the Subscription Agreement and the Agency Agreement.

If, prior to the Closing Time, the terms and conditions contained in this Subscription Agreement (other than delivery by the Corporation to the Subscriber of certificates representing the Flow-Through Shares) and the Agency Agreement have not been complied with to the satisfaction of the

Agents, or waived by them, the Agents, the Corporation and the Subscriber will have no further obligations under this Subscription Agreement.

4.2 Conditions of Closing

The Offering is conditional upon, among other things, the Corporation obtaining TSX Approval.

The Subscriber acknowledges and agrees that the obligations of the Corporation hereunder are conditional on the accuracy of the representations and warranties of the Subscriber contained in this Subscription Agreement as of the date of this Subscription Agreement, and as of the Closing Time as if made at and as of the Closing Time, and the fulfillment of the following additional conditions as soon as possible and in any event not later than the Closing Time:

	(a)	payment by the Subscriber of the Subscription Price by certified cheque or bank draft in Canadian dollars payable to “Fort House Inc.”;

	(b)	the Subscriber having properly completed, signed and delivered this Subscription Agreement to:

				Fort House Inc.
				000 Xxxx Xxxxxx Xxxx
				Xxxxx 0000
				Xxxxxxx, Xxxxxxx X0X 0X0

				Attention: Xxxxxx X. Xxxxxx
				Fax: (000) 000-0000

(c)	the Subscriber having properly completed, signed and delivered one of either Schedule “B”, or “C”, as applicable:

	(i)	ALL ONTARIO SUBSCRIBERS AND THOSE BRITISH COLUMBIA, ALBERTA, SASKATCHEWAN, MANITOBA, NOVA SCOTIA, NEWFOUNDLAND AND LABRADOR OR XXXXXX XXXXXX ISLAND SUBSCRIBERS SUBSCRIBING AS “ACCREDITED INVESTORS” if the Subscriber is resident in Ontario or otherwise subject to the Securities Laws in the Province of Ontario or is resident in the Provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Nova Scotia, Newfoundland and Labrador or Xxxxxx Xxxxxx Island or otherwise subject to the Securities Laws in the Provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Nova Scotia, Newfoundland and Labrador or Xxxxxx Xxxxxx Island and is purchasing as an “accredited investor”, a duly completed and executed certificate as set forth in Schedule “B” evidencing the Subscriber’s status as an accredited investor;

	(ii)	ALL SUBSCRIBERS NOT RESIDENT IN ONTARIO AND NOT SUBSCRIBING AS “ACCREDITED INVESTORS” if the Subscriber, or any person for whom it is acting, is not resident

		in Ontario and not subscribing under the criteria set-out in Schedule “B”, a duly completed and executed certificate as set forth in Schedule “C” evidencing the Subscriber’s (and, if the Subscriber is acting as agent for another person, such other person’s) status as an eligible purchaser;

(d)	if the Subscriber is a resident in or otherwise subject to the Securities Laws in the Province of Manitoba and is not subscribing under the criteria set out in Schedule “B”, the Subscriber having properly completed, signed and delivered the Manitoba Form 8 attached as Schedule “D”;

(e)	if the Subscriber is a resident in or otherwise subject to the Securities Laws in the Province of Saskatchewan and is subscribing under the Family and Friends Exemption, the Subscriber having properly completed, signed and delivered the Form 45-103F5 Report Acknowledgement attached hereto as Schedule “E”; and

(f)	the Subscriber having properly completed, signed and delivered the TSX Private Placement Questionnaire and Undertaking set out as Schedule “F” hereto.

4.3 Authorization of the Agents

The Subscriber irrevocably authorizes the Agents in their discretion, to act as the Subscriber’s representative at the Closing, and hereby appoints the Agents, 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 Flow-Through 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 subscription for the Flow-Through Shares and to exercise any rights of termination contained in the Agency 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, and the Agency 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 Agents in their sole discretion may determine; and

	(d)	without limiting the generality of the foregoing, to negotiate, settle, execute, deliver and amend the Agency Agreement.

ARTICLE 5 - REPRESENTATIONS AND WARRANTIES OF THE CORPORATION

5.1 Representations, Warranties and Covenants of the Corporation

The Corporation hereby represents and warrants to, and covenants with the Subscriber as follows and acknowledges that the Subscriber is relying on such representations and warranties in connection with the transactions contemplated herein:

(a)	Upon issue, the Flow-Through Shares will be "flow-through shares" as defined in subsection 66(15) of the Tax Act and are not and will not be prescribed shares within the meaning of section 6202.1 of the regulations to the Tax Act and the applicable provisions of the Taxation Act (Québec). The Corporation does not have and will not have prior to the Termination Date a Prescribed Relationship with the Subscriber and, if the Subscriber is a partnership, any partner or limited partner of the partnership.

(b)	The Corporation is a "principal-business corporation" as defined in subsection 66(15) of the Tax Act and will continue to be a "principal-business corporation" until such time as all of the Resource Expenses required to be renounced under this Subscription Agreement have been incurred and validly renounced pursuant to the Tax Act.

(c)	The Corporation has no reason to believe that it will be unable to incur, on or after the Closing Date and on or before the Termination Date or that it will be unable to renounce to the Subscriber effective on or before December 31, 2003, Resource Expenses in an aggregate amount equal to the Subscription Price and the Corporation has no reason to expect any reduction of such amount by virtue of subsection 66(12.73) of the Tax Act.

(d)	The Corporation hereby agrees to incur Resource Expenses in an amount equal to the Subscription Price on or before the Termination Date in accordance with this Subscription Agreement and agrees to renounce to the Subscriber, with an effective date no later than December 31, 2003, pursuant to subsection 66(12.6) of the Tax Act, and, in respect of Resource Expenses incurred by the Corporation in 2004, pursuant to subsection 66(12.66) of the Tax Act, Resource Expenses in an amount equal to the Subscription Price. For greater certainty, the Corporation may renounce to the Subscriber, with an effective date no later than December 31, 2003, either (i) Resource Expenses deemed to be incurred by it in 2003 pursuant to a renunciation to the Corporation by a corporation related to it, for purposes of the Tax Act, of Resource Expenses incurred by that corporation in 2003 if the renunciation by that corporation to the Corporation is pursuant to subsection 66(12.6) of the Tax Act and has an effective date in 2003, or (ii) Resource Expenses deemed to be incurred by it in 2004 pursuant to a renunciation to the Corporation by a corporation related to it, for the purposes of the Tax Act, of Resource Expenses incurred by that corporation in 2004 if the renunciation by that corporation to the Corporation is pursuant to subsection 66(12.66) of the Tax Act and has an effective date in 2004.

(e)	The Corporation shall deliver to the Subscriber, within the time prescribed under the Tax Act, the relevant Prescribed Forms, fully completed and executed, renouncing to the Subscriber Resource Expenses in an amount equal to the Subscription Price with an effective date of no later than December 31, 2003, such delivery constituting the authorization of the Corporation to the Subscriber to file such Prescribed Forms with the relevant taxation authorities.

(f)	The Resource Expenses to be renounced by the Corporation to the Subscriber:

	(i)	will constitute CEE on the effective date of the renunciation;

	(ii)	will not include expenses that are "Canadian exploration and development overhead expenses" (as defined in the Regulations to the Tax Act for purposes of paragraph 66(12.6)(b) of the Tax Act) of the Corporation or amounts which constitute specified expenses for seismic data described in paragraph 66(12.6)(b.1) of the Tax Act or any expenses for prepaid services or rent that do not qualify as outlays and expenses for the period as described in the definition of "expense" in subsection 66(15) of the Tax Act;

	(iii)	will not include any amount that has previously been renounced by the Corporation to the Subscriber or to any other Person;

	(iv)	would be deductible by the Corporation in computing its income for the purposes of Part I of the Tax Act but for the renunciation to the Subscriber; and

	(v)	will not be subject to any reduction under subsection 66(12.73) of the Tax Act.

(g)	The Corporation shall not reduce the amount renounced to the Subscriber pursuant to subsection 66(12.6) of the Tax Act.

(h)	The Corporation shall not be subject to the provisions of subsection 66(12.67) of the Tax Act in a manner which impairs its ability to renounce Resource Expenses to the Subscriber in an amount equal to the Subscription Price.

(i)	If the Corporation receives, or becomes entitled to receive, any government assistance which is described in paragraph (a) of the definition of "excluded obligation" in subsection 6202.1(5) of the Regulations to the Tax Act and the receipt of or entitlement to receive such government assistance has or will have the effect of reducing the amount of CEE validly renounced to the Subscriber hereunder to less than the Subscription Price, the Corporation shall remit to the Subscriber the benefit of all amounts received or receivable in respect of such government assistance to the extent of such reduction.

(j)	The Corporation shall use the proceeds of the Offering to finance exploration expenditures on its properties in and around Xxxxxxxx Lake, Ontario.

(k)	The Corporation shall file with Revenue Canada the form prescribed by subsection 66(12.68) of the Tax Act, together with a copy of this Subscription Agreement, within the time period prescribed by the Tax Act.

(l)	The Corporation covenants and agrees that if the Corporation fails to renounce Resource Expenses to the Subscriber in an amount equal to the Subscription Price with an effective date no later than December 31, 2003, or if the amount renounced is reduced pursuant to subsection 66(12.73) of the Tax Act (except as a result of any amendment to the Tax Act), the Corporation shall indemnify the Subscriber as to and pay in settlement thereof to the Subscriber, an amount equal to the amount of any tax payable under the Tax Act (and any corresponding provincial tax legislation) by the Subscriber as a consequence of such failure to renounce or such reduction, as the case may be.

(m)

The Subscriber shall have the benefit of the representations and warranties made by the Corporation to the Agents and set forth in the Agency 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 Flow-Through Shares and shall continue in full force and effect for the benefit of the Subscriber in accordance with the Agency Agreement.

ARTICLE 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 as follows and acknowledges that the Corporation and the Agents are relying on such representations and warranties in connection with the transactions contemplated herein:

	(a)	The Subscriber and each beneficial person for whom it is acting is a resident in the jurisdiction set out on the face page of this Subscription Agreement. Such address was not created and is not used solely for the purpose of acquiring the Flow-Through Shares and the Subscriber and any beneficial person was solicited to purchase in such jurisdiction.

	(b)	The Subscriber has properly completed, executed and delivered within applicable time periods to the Corporation the applicable certificate(s) (dated as of the date hereof) set forth in Schedules “B” through “F” and the information contained therein is true and correct.

	(c)	The representations, warranties and covenants contained in the applicable Schedules will be true and correct both as of the date of execution of this Subscription Agreement and as of the Closing Time.

	(d)	The Subscriber or any person for whom it is acting is neither a U.S. Person nor subscribing for the Flow-Through Shares for the account of a U.S. Person or for resale in the United States and the Subscriber confirms that the Flow-Through 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)	Neither the Subscriber nor any person for whom it is acting will offer, sell or otherwise dispose of the Flow-Through Shares in the United States or to a U.S. Person unless the Corporation has consented to such offer, sale or distribution and such offer, sale or disposition is made in accordance with an exemption from the registration requirements under the U.S. Securities Act and the securities laws of all applicable states of the United States or the U.S. Securities and Exchange Commission has declared effective a registration statement in respect of such securities.

	(f)	The Subscriber confirms that the Flow-Through Shares have not been offered to the Subscriber or any beneficial person for whom it is acting in the United States and that this Subscription Agreement has not been signed in the United States.

	(g)	If the Subscriber, or any beneficial person for whom it is acting, is not a person resident in Canada, the subscription for the Flow-Through Shares by the Subscriber, or such beneficial purchaser, does not contravene any of the applicable securities legislation in the jurisdiction in which the Subscriber or such beneficial person resides and does not give rise to any obligation of the Corporation or the Agents to prepare and file a prospectus or similar document or to register the Flow-Through Shares or to be registered with or to file any report or notice with any governmental or regulatory authority.

	(h)	The execution and delivery of this Subscription Agreement, the performance and compliance with the terms hereof, the subscription for the Flow-Through Shares and the completion of the transactions described herein by the Subscriber will not result in any material breach of, or be in conflict with or constitute a material default under, or create a state of fact which, after notice or lapse of time, or both, would constitute a material 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 any judgment, decree, order, statute, rule or regulation applicable to the Subscriber.

	(i)	The Subscriber is subscribing for the Flow-Through Shares as principal for its own account and not for the benefit of any other person (within the meaning of applicable Securities Laws) and not with a view to the resale or distribution of all or any of the Flow-Through 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 Subscriber for the Flow-Through Shares for whom it is acting.

	(j)	In the case of a subscription for the Flow-Through 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 and not with a view to the resale or distribution of the Flow-Through Shares and this Subscription Agreement has been duly authorized, executed and delivered by or on behalf of and constitutes a legal, valid and binding agreement of, such principal, and the Subscriber acknowledges that the Corporation and the Agents may be required by law to disclose the identity of each beneficial Subscriber for whom the Subscriber is acting.

	(k)	In the case of a subscription for the Flow-Through 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 agreement of, the Subscriber. This Subscription Agreement is enforceable in accordance with its terms against the Subscriber and any beneficial purchasers on whose behalf the Subscriber is acting.

(l)	If the Subscriber is:

	(i)	a corporation, the Subscriber has been duly created and is validly subsisting under the laws of its jurisdiction of incorporation and has all requisite legal and corporate power and authority to execute and deliver this Subscription Agreement, to subscribe for the Flow-Through Shares as contemplated herein and to carry out and perform its obligations under the terms of this Subscription Agreement;

	(ii)	a partnership, syndicate or other form of unincorporated organization, the Subscriber has the necessary legal capacity and authority to execute and deliver this Subscription Agreement and to observe and perform its covenants and obligations hereunder and has obtained all necessary approvals in respect thereof; or

	(iii)	an individual, the Subscriber is of the full age of majority and is legally competent to execute this Subscription Agreement and to observe and perform his or her covenants and obligations hereunder.

(m)	Other than the Agents, 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 Flow-Through Shares, the Subscriber covenants to indemnify and hold harmless the Corporation and the Agents with respect thereto and with respect to all costs reasonably incurred in the defence thereof.

(n)	The Subscriber is not and after the Closing will not be, with respect to the Corporation or any of its affiliates, a Control Person.

(o)	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 Flow-Through Shares as may be required by any securities commission, stock exchange or other regulatory authority.

(p)	In addition to compliance with the restrictions on resale under applicable Securities Laws to which the Flow-Through Shares may be subject, if the Subscriber is a resident of either Ontario or Manitoba (and, in the case of Manitoba, is not purchasing as an “accredited investor”) at the time of such initial trade, the Subscriber is required to file with the Ontario Securities Commission or the Manitoba Securities Commission, as applicable, within 10 days of the initial trade (other than a trade otherwise exempted from the prospectus requirements) in any of the Flow-Through Shares, a report in Form 45-501F2, in the case of Ontario residents, or Form 8A, in the case of Manitoba residents, along with the applicable fee.

(q)	The Subscriber, and each beneficial person for whom it is contracting hereunder, have been advised to consult their own legal and tax advisors with respect to trading in the Flow-Through Shares, the resale restrictions imposed by the Securities Laws of the province in which the Subscriber resides and other

	applicable securities laws and the tax consequences of purchasing the Flow-Through Shares, and acknowledges that no representation has been made respecting the applicable hold periods imposed by the Securities Laws other resale restrictions applicable to such securities which restrict the ability of the Subscriber (or others for whom it is contracting hereunder) to resell such securities or tax consequences of the Flow-Through Shares, that the Subscriber (or others for whom it is contracting hereunder) is solely responsible to find out what these restrictions and consequences are and the Subscriber is solely responsible (and neither the Corporation nor the Agents 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.

(r)	The Subscriber has not received or been provided with a prospectus, 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 Flow-Through Shares was not based upon, and the Subscriber has not relied upon, any verbal or written representations as to facts made by or on behalf of the Corporation or the Agents. The Subscriber’s decision to subscribe for the Flow-Through Shares was based solely upon the Term Sheet attached hereto as Schedule “A” 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 Agents).

(s)	The Subscriber is not purchasing Flow-Through Shares with knowledge of material information concerning the Corporation which has not been generally disclosed.

(t)	No person has made any written or oral representations:

	(i)	that any person will resell or repurchase the Flow-Through Shares;

	(ii)	that any person will refund the Subscription Price; or

	(iii)	as to the future price or value of the Flow-Through Shares.

(u)	The subscription for the Flow-Through Shares has not been made through or as a result of, and the distribution of the Flow-Through Shares is not being 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.

(v)	There are risks associated with the purchase of and investment in the Flow-Through 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 Flow-Through Shares, fully understands the restrictions on resale of the Flow-Through Shares and is able to bear the economic risk of an investment in the Flow-Through Shares.

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 other regulatory body has reviewed or passed on the merits of the Flow-Through Shares.

(c)	The Flow-Through Shares shall be subject to statutory resale restrictions under the Securities Laws of the province in which the Subscriber resides and under other applicable securities laws, and the Subscriber covenants that it will not resell the Flow-Through Shares except in compliance with such laws and the Subscriber acknowledges that it is solely responsible (and neither the Corporation nor the Agents is in any way responsible) for such compliance.

(d)	The Subscriber’s ability to transfer the Flow-Through Shares is limited by, among other things, applicable Securities Laws.

(e)	The certificates representing the Flow-Through 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 CLOSING DATE>.

	In addition, the Flow-Through Shares will also bear a legend substantially in the following form:

		THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE, HOWEVER, THE SAID SECURITIES CAN NOT BE TRADED THROUGH THE FACILITIES OF SUCH EXCHANGE SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT 'GOOD DELIVERY' IN SETTLEMENT OF TRANSACTIONS ON THE TORONTO STOCK EXCHANGE.

(f)	The Agents and their 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.

	(g)	The Subscriber, and each beneficial person for whom it is contracting hereunder, shall execute, deliver, file and otherwise assist the Corporation and the Agents with filing all documentation required by the applicable Securities Laws to permit the subscription for the Flow-Through Shares and the issuance of the Flow-Through Shares.

	(h)	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 the Flow-Through Shares under applicable Securities Laws and the Subscriber agrees to indemnify the Corporation, the Agents 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.

	(i)	The Corporation is relying on an exemption from the requirement to provide the Subscriber with a prospectus under the Securities Laws and, as a consequence of acquiring the Flow-Through Shares pursuant to such exemption, certain protections, rights and remedies provided by the Securities Laws, including statutory rights of rescission or damages, will not be available to the Subscriber.

	(j)	Flow-Through Shares have not been and will not be registered under the U.S. Securities Act and may not be offered or sold in the United States or to U.S. Persons unless registered under such act or an exemption from the registration requirements of such act is available.

	(k)	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.

	(s)	There is no government or other insurance covering the Flow-Through Shares.

	(t)	There are risks associated with the purchase of the Flow-Through Shares.

6.3 Reliance on Representations, Warranties, Covenants and Acknowledgements

The Subscriber acknowledges and agrees that the representations, warranties, covenants and acknowledgements made by the Subscriber in this Subscription Agreement are made with the intention that they may be relied upon by the Corporation and the Agents in determining the Subscriber’s eligibility (and, if applicable, the eligibility of others for whom the Subscriber is contracting hereunder) to purchase the Flow-Through Shares under the Securities Laws. The Subscriber further agrees that by accepting the Flow-Through Shares, the Subscriber shall be representing and warranting that such representations, warranties, acknowledgements and covenants are true as at the Closing Time with the same force and effect as if they had been made by the Subscriber at the Closing Time and that they shall survive the purchase by the Subscriber of the Flow-Through Shares and shall continue in full force and effect notwithstanding any subsequent disposition by the Subscriber of any of the Flow-Through Shares.

ARTICLE 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 for a period of two years 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 Agents.

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, notwithstanding such Closing or any investigation made by or on behalf of the Corporation or the Agents with respect thereto, shall continue in full force and effect for the benefit of the Corporation and the Agents.

ARTICLE 8 - COMMISSION

8.1 Commission to the Agents

The Subscriber understands that in connection with the issue and sale of the Flow-Through Shares pursuant to the Offering, the Agents will receive from the Corporation on Closing, a cash commission equal to 5% of the gross proceeds of the Offering. The Corporation will also grant to the Agents, non-assignable Broker Warrants equal to 5% of the number of Flow-Through Shares sold pursuant to the Offering. Each Broker Warrant shall be exercisable by the Agents to acquire one non-flow-through Common Share of the Corporation at a price of $3.60 per share for a period of 24 months 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 Agents in connection with the Offering as set out in the Agency Agreement.

ARTICLE 9- MISCELLANEOUS

9.1 Further Assurances

Each of the parties hereto upon the request of each of the other parties hereto, 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.

9.2 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:

Xxxxxxxx Lake Gold Inc.

			Xxxxx 000, 000 Xxxxxxxxx Xxxxxx
			Xxxxxxxxx, Xxxxxxx Xxxxxxxx
			X0X 0X0

			Attention: President
			Fax: (000) 000-0000

			with a copy to :

			X'Xxxxx & Company
			Xxxxxxxxxx & Xxxxxxxxxx
			Xxxxx 0000 Xxxxx Xxxxxx
			0000 Xxxx Xxxxxxx Xxxxxx
			Xxxxxxxxx, Xxxxxxx Xxxxxxxx
			X0X 0X0

			Attention: Xxxxxxx Xxxxxxxxxx
			Fax: (000) 000-0000

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

			Fort House Inc.
			The Exchange Tower
			000 Xxxx Xxxxxx Xxxx
			Xxxxx 0000
			Xxxxxxx, Xxxxxxx X0X 0X0

			Attention: Xxxxxx Xxxx
			Fax: (000) 000-0000

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

9.3 Time of the Essence

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

9.4 Costs and Expenses

Subject to Section 8.1 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.

9.5 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 Ontario 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 Ontario and each of the parties hereto hereby irrevocably attorns to the jurisdiction of the courts of such Province.

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

9.7 Counterparts

This Subscription Agreement may be executed in two 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.

9.8 Assignment

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

9.9 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.

9.10 Language

The parties hereto acknowledge and confirm that they have requested that this Subscription Agreement as well as all notices and other documents contemplated hereby be drawn up on the English language. Les parties aux présentes reconnaissent et conferment qu’elles ont convenu que la présente convention ainsi que tous xxx xxxx et documents qui s’y rattachent soient rédigés dans la langue anglaise.

The Corporation hereby accepts the subscription for Flow-Through Shares as set forth on the face page of this Subscription Agreement on the terms and conditions contained in the Subscription Agreement (including all applicable schedules) this ______ day of November, 2003.

XXXXXXXX LAKE GOLD INC.

Per: _____________________________
Authorized Signing Officer

SCHEDULE “A”

TERM SHEET

XXXXXXXX LAKE GOLD INC.

PRIVATE PLACEMENT OF FLOW-THROUGH SHARES

The Issuer:	Xxxxxxxx Lake Gold Inc. (the “Corporation”).

Description of the Offering:	placement of flow-through common shares (the “Flow-Through Shares”). The Agents shall use their best efforts to arrange for the purchase of the Flow-Through Shares from the Corporation on a private placement basis.

Offering Amount:	Up to $7 million of Flow-Through Shares. The Agents shall have the option to increase the size of the Offering in whole or in part by up to an additional $0.7 million through the issuance of Flow-Through Shares on a best efforts basis at any time prior to Closing Date upon written notice to the Company (the “Option”).

Agents:	Fort House Inc. and Octagon Capital Corporation (the “Agents”)

Issue Price:	$4.00 per Flow-Through Share.

Agents’ Commission:	An amount equal to 5% of the gross proceeds of the Offering. In addition, the Company will grant to the Agents that number of compensation warrants (the “Compensation Warrants”) that is equal to 5% of the number of Flow-Through Shares sold. Each Compensation Warrant will be exercisable for one non-flow-through Common Share at a price of $3.60 for a period of 24 months following the Closing Date.

Agents’ Expenses:	The Corporation will be responsible for all expenses of the Offering, including the reasonable fees and expenses of the Agents including the reasonable fees and disbursements of the Agents’ legal counsel (up to a maximum of $40,000, exclusive of disbursements and GST).

Minimum Subscription	Minimum order in Quebec is $150,000; Subscribers in Alberta, British Columbia, Manitoba and Ontario will have no minimum subscription but must be “accredited investors” (as defined in Multilateral Instrument 00-000 Xxxxxxx Raising Exemptions of the Alberta, British Columbia, Saskatchewan and Manitoba (among others) Securities Commissions and in Rule 45-501 of the Ontario Securities Commission).

Use of Proceeds:	The Corporation shall use the gross proceeds of the Offering for exploration expenses on the Corporation’s properties which qualify as Canadian Exploration Expenses (as such term is defined in the Income Tax Act (Canada)). The Corporation shall incur 4/7ths of the gross proceeds of the Offering on expenditures which qualify as Flow-Through Mining Expenditures (as such term is defined in the Income Tax Act (Canada)). The Corporation shall incur such expenses prior to December 31, 2004 and shall renounce such expenses with an effective date of no later than December 31, 2003.

TSX Listing:	The Company shall list the Flow-Through Shares and the Common Shares issuable upon exercise of the Compensation Options on the Toronto Stock Exchange, which listing such be conditionally approved prior to the Closing Date.

Closing Date:	November 14, 2003, or such other date as is agreed upon by the Agents and the Corporation (the “Closing Date”).

Offering Jurisdictions:	Ontario and such other provinces of Canada as the Corporation and the Agents mutually agree (the “Offering Jurisdictions”).

Resale Restrictions:	The Flow-Through Shares will be issued pursuant to exemptions from prospectus requirements of applicable securities legislation and will be subject to resale restrictions under that legislation.

	It is a condition of closing that the Corporation will be a “qualifying issuer” on the Closing Date under Multilateral Instrument 45-102 Resale of Securities. As a result, subscribers in the Offering Jurisdictions will be issued Flow-Through Shares subject to a four-month hold period from the Closing Date.

SCHEDULE “B”

CERTIFICATE OF ACCREDITED INVESTOR

(Ontario, British Columbia, Alberta, Saskatchewan, Manitoba,
Newfoundland and Labrador, Nova Scotia and Xxxxxx Xxxxxx Island)

The categories listed herein contain certain specifically defined terms. If you are unsure as to the meanings of those terms, or are unsure as to the applicability of any below category, please contact your broker or legal advisor before completing this form.

TO:	Xxxxxxxx Lake Gold Inc. (the “Corporation”)

AND TO:	Fort House Inc. and Octagon Capital Corporation (the “Agents”)

In connection with the purchase by the undersigned purchaser (the “Subscriber”) of flow-through shares (the “Flow-Through Shares”) of the Corporation, the Subscriber or the undersigned on behalf of the Subscriber, as the case may be, certifies that:

1. The Subscriber, or one or more beneficial purchasers for whom the Subscriber is acting, is (i) a resident of, or the purchase and sale of securities to the Subscriber is otherwise subject to the securities legislation of, Ontario and the Subscriber is (and will at the time of acceptance of the Subscription be) an accredited investor within the meaning of Ontario Securities Commission Rule 45-501 – Exempt Distributions (“OSC Rule 45-501”) (an “Ontario Accredited Investor”) or (ii) a resident of, or the purchase and sale of securities to the Subscriber is otherwise subject to the securities legislation of, Alberta, British Columbia, Manitoba, Saskatchewan, Nova Scotia or Xxxxxx Xxxxxx Island, and the Subscriber is (and will at the time of acceptance of the Subscription be) an accredited investor within the meaning of Multilateral Instrument 45-103 – Capital Raising Exemptions (an “MI 45-103 Accredited Investor”) or (iii) a resident of, or the purchase and sale of securities to the Subscriber is otherwise subject to the securities legislation of Newfoundland and Labrador and the Subscriber is (and will at the time of acceptance of the Subscription be) an accredited investor within the meaning of Rule 00-000 Xxxxxxx Raising Exemptions (a “Newfoundland Accredited Investor”).

2. The Subscriber is:

(PLEASE CHECK THE BOX OF THE APPLICABLE CATEGORY)

¨	(a)	an individual who, either alone or jointly with a spouse, beneficially owns, directly or indirectly, cash and securities and, in the case of Ontario Accredited Investors, contracts of insurance or deposit or evidence thereof that is not a security for the purposes of the Securities Act (Ontario) (collectively, “financial assets”) having an aggregate realizable value that, before taxes, but net of any liabilities incurred or assumed for the purpose of financing the acquisition or ownership of financial assets and liabilities that are secured by financial assets, exceeds $1,000,000;

¨	(b)	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;

¨	(c)	a company, corporation, limited partnership, limited liability partnership, trust or estate, other than a mutual fund or non-redeemable investment fund, that had net assets of at least $5,000,000 as shown on its most recently prepared financial statements and, in respect of MI 45-103 Accredited Investors in British Columbia, an individual, partnership, party, fund, association and any other

		organized group of persons that had net assets of at least $5,000,000;

¨	(d)	a person or company registered under the securities legislation, of a province of territory of Canada as an adviser or dealer, other than a limited market dealer under the Securities Act (Ontario) or the Securities Act (Newfoundland and Labrador);

¨	(e)	an individual registered or formerly registered under the securities legislation, of a province or territory of Canada as a representative of a person or company referred to in paragraph (d), whether or not the individual’s registration is still in effect;

¨	(f)	a bank listed in Schedule I or II of the Bank Act (Canada), a loan corporation or trust company or trust corporation registered under the Trust and Loan Companies Act (Canada) or under comparable legislation in any other province or territory of Canada or foreign jurisdiction, that, in each case, is authorized to carry on business in Canada or a province or territory thereof, or an authorized foreign bank listed in Schedule III of the Bank Act (Canada);

¨	(g)	the Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada);

¨	(h)	a co-operative credit society, credit union central, federation of caisse populaires, credit union or league, or regional caisse populaire, or an association under the Cooperative Credit Associations Act (Canada), in each case, located in Canada and authorized to carry on business in Canada or province or territory thereof, or the Confédération des caisse populaire et d’Economie Desjardins du Québec or, in the case of British Columbia Accredited Investors and Alberta Accredited Investors, a treasury branch;

¨	(i)	except in respect of MI 45-103 Accredited Investors, a company licensed and authorized to carry on business as an insurance company in any province or territory of Canada;

¨	(j)	a “subsidiary” (within the meaning of that expression as used in applicable securities laws) of any person or company referred to in paragraphs (f) to (i), if the person or company owns all of the voting securities of the subsidiary, (excluding, for MI 45-103 Accredited Investors and Newfoundland Accredited Investors, the voting securities required by law to be owned by directors of that subsidiary);

¨	(k)	the government of Canada or a province or territory, or any Crown corporation, agency or wholly owned entity of the government of Canada or a province or territory of Canada;

¨	(l)	a municipality in Canada and, in the case of MI 45-103 Accredited Investors and Newfoundland Accredited Investors, a public board or commission in Canada;

¨	(m)	any national, federal, state, provincial, territorial or municipal government of or in any country other than Canada (or a political subdivision thereof), or any agency of that government;

¨	(n)	a pension fund that is regulated by either the Office of the Superintendent of Financial Institutions (Canada) or a provincial pension commission or similar regulatory authority of a province or territory of Canada;

¨	(o)	a registered charity under the Income Tax Act (Canada) which, with respect to MI 45-103 Accredited Investors and Newfoundland Accredited Investors, has obtained advice from an adviser registered to provide advice on the securities being traded;

¨	(p)	a mutual fund or non-redeemable investment fund (within the meaning of those expressions as used in the securities laws the applicable province of territory of Canada) that, in the local province of territory, distributes its securities only to persons or companies that are accredited investors;

¨	(q)	a mutual fund or non-redeemable investment fund that, in the local province or territory distributes its securities under a prospectus for which the applicable securities regulator has issued or granted a receipt;

¨	(r)	an entity organized in a country other than Canada (or a political subdivision thereof) that is

			analogous to any of the entities referred to in paragraphs (d), (f), (g), (h), (i), (j) or (n) in form and function; or

¨	(s)		a person or company in respect of which all of the owners of interests, direct or indirect, legal or beneficial (excluding for MI 45-103 Accredited Investors and Newfoundland Accredited Investors, any voting securities required by law to be owned by directors), are persons or companies that are accredited investors;

(t)	in the case of a MI 45-103 Accredited Investor or a Newfoundland Accredited Investor:

	¨	(i) 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 province or territory of Canada or a foreign jurisdiction, trading as a trustee or agent on behalf of a fully managed account;

	¨	(ii) a person or company trading as agent on behalf of a fully managed account if that person or company is registered or authorized to carry on business under the securities legislation of the local province or territory of Canada or a foreign jurisdiction as a portfolio manager or the equivalent category of advisor or is exempt from such registration; or

(u)	in the case of an Ontario Accredited Investor:

	¨	(i) a promoter of the Partnership or an “affiliated entity” of a promoter of the Partnership (within the meaning of that expression as used in OSC Rule 45-501);

	¨	(ii) a spouse, parent, grandparent or child of an officer, director or promoter of the Partnership;

	¨	(iii) a person or company that, in relation to the Partnership is an affiliated entity or a person or company referred to in clause (c) of the definition of distribution in subsection 1(1) of the Securities Act (Ontario);

	¨	(iv) a person or company that is recognized by the Ontario Securities Commission as an accredited investor; or

	¨	(v) an account that is fully managed by a trust corporation registered under the Loan and Trust Corporations Act (Ontario).

	¨	(vi) a managed account if it is acquiring a security that is not a security of a mutual fund or non-redeemable investment fund.

The foregoing representations contained in this certificate are true and accurate as of the date of this certificate and will be true and accurate as of the Closing Time. If any such representations shall not be true and accurate prior to the Closing Time, the undersigned shall give immediate written notice of such fact to the Corporation and the Agents.

	Dated: _______________________________________________		Signed: _______________________________________________


	Witness (If Purchaser is an Individual)		Print the name of Purchaser



	Print Name of Witness		If Purchaser is a Corporation,
			print name and title of
			Authorized Signing Officer

SCHEDULE “C”

CERTIFICATE OF AN ELIGIBLE PURCHASER

The undersigned (the “Subscriber”) hereby represents, warrants and covenants to Xxxxxxxx Lake Gold Inc. (the “Corporation”) that the Subscriber is subscribing for the securities of the Corporation as principal (including, in the case of British Columbia purchasers, trust companies, insurers or portfolio managers deemed to be acting as principals under applicable British Columbia Securities Laws in respect of accounts fully managed by them) or as agent for a disclosed principal and is an eligible purchaser by virtue of satisfying one of the eligibility criteria set out below (Please check one or more, as applicable).

Minimum Purchase Price Exemption:

¨	(a) The aggregate acquisition cost (each of the below amounts being the “Minimum Purchase Price in the Province”) to the Subscriber, and if applicable to each beneficial person for whom it is acting, for the securities,

		(i)	if subject to the securities laws in the province of Alberta, British Columbia, Manitoba, New Brunswick, Xxxxxx Xxxxxx Island, is not less than $97,000; and

		(ii)	if subject to the securities laws in the province of Saskatchewan, Quebec, Nova Scotia, is not less that $150,000, and

		(iii)	if subject to the securities laws in the province of Newfoundland and Labrador, is not less than $100,000,

		and if the Subscriber

		(A)	is a corporation, it was not incorporated solely and has not been used primarily to permit the purchase of securities without a prospectus or, if incorporated or used primarily for such a purpose, each shareholder of the corporation is an individual who has contributed at least the Minimum Purchase Price in the Province to the corporation for the purpose of investment by the corporation in the securities and all such contributions have been invested in the securities by the corporation; or

		(B)	is not a corporation or an individual but is a syndicate, partnership, trust or other form of unincorporated organization, it has not been created solely or used primarily to permit the purchase of securities without a prospectus or, if the purchaser is a syndicate, partnership, trust or other form of unincorporated organization created or used primarily for such purpose, each member of the syndicate, partnership, trust or other form of unincorporated organization is an individual whose individual share of the aggregate acquisition cost for the securities is not less than the Minimum Purchase Price.

Portfolio Manager/Managed Account Exemption:

¨	(b) If the Subscriber is acting as trustee, agent or adviser purchasing for fully managed accounts that are resident in or otherwise subject to the Securities Laws of the Province of:

		(i)	Quebec, then the Subscriber is a trust company licensed under the Act respecting trust companies and savings companies (Quebec), an insurance company holding a license under the Act respecting insurance (Quebec) or a dealer or adviser registered in conformity with section 148 of the Securities Act (Québec) and is purchasing the securities for the portfolio of a third person managed solely by the Subscriber; or

		(ii)	British Columbia and box (a) above has been checked, then the Subscriber is a trust company authorized under the Financial Institutions Act (British Columbia) to carry on trust business, deposit business or both or an insurance company authorized to carry on

			insurance business under the Financial Institutions Act (British Columbia) purchasing as agent or trustee or a portfolio manager (an adviser who manages the investment portfolio of clients through discretionary authority granted by one or more clients) under the Securities Act (British Columbia) purchasing as an agent.

Exempt Purchaser Designation:

¨	(c) The Subscriber, or in the case of an agent acting for a disclosed principal such disclosed principal, is not an individual and is designated as an exempt purchaser in an order made by the British Columbia Securities Commission, and if subject to the securities laws of a province other than British Columbia, such Subscriber, or in the case of an agent acting for a disclosed principal, is not an individual and is designated as an exempt or sophisticated purchaser by the applicable securities commission in the local jurisdiction of such Subscriber or such disclosed principal.

Friends and Family Exemption for British Columbia, Saskatchewan, Manitoba, Nova Scotia and Xxxxx Xxxxxx Island Purchasers:

¨	(d) If the Subscriber, or any person for whom it is acting is a resident of or is otherwise subject to the Securities Laws in the province of British Columbia, Alberta, Saskatchewan, Manitoba, Nova Scotia and Xxxxxx Xxxxxx Island and is not an "accredited investor", the Subscriber is purchasing the securities as principal and is:

		(i)	a director, senior officer, employee or control person of the Corporation, or of an affiliate of the Corporation and if the Subscriber is an employee of the Corporation and is subject to the securities laws of the Province of British Columbia, the Subscriber has not been induced to purchase by expectation of employment or continued employment, nor has the employee been directly or indirectly required by the Corporation to purchase the Flow-Through Shares;

		(ii)	a spouse, parent, grandparent, brother, sister or child of a director, senior officer or control person of the Corporation, or of an affiliate of the Corporation;

		(iii)	a parent, grandparent, brother, sister or child of a spouse of a director, senior officer or control person of the Corporation, or of an affiliate of the Corporation;

		(iv)	a close personal friend of a director, senior officer or control person of the Corporation, or of an affiliate of the Corporation;

		(v)	a close business associate of a director, senior officer or control person of the Corporation, or of an affiliate of the Corporation;

		(vi)	a founder of the Corporation or a spouse, parent, grandparent, brother, sister, child, close personal friend or close business associate of a founder of the Corporation;

		(vii)	a parent, grandparent, brother, sister or child of a spouse of a founder of the Corporation;

		(viii)	except in the case of an employee, 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 paragraphs (i) to (vii); or

		(ix)	a trust or estate of which all of the beneficiaries or a majority of the trustees are persons or companies described in paragraphs (i) to (vii).

Other Eligible Purchaser Exemptions:


¨	(e)	A bank or an authorized foreign bank listed in Schedule I, II or III to the Bank Act (Canada);


¨	(f)	The Business Development Bank of Canada continued under the Business Development Bank Act (Canada);


¨	(g)	A subsidiary of one of the entities referred to in paragraphs (e), or (f), above where the bank, or the Business Development Bank of Canada, as the case may be, beneficially owns all of the voting securities of that subsidiary (other than for a Subscriber in the Province of New Brunswick or Manitoba);


¨	(h)	The Government of Canada or the government of any province or territory of Canada;


¨	(i)	For a Subscriber resident in or otherwise subject to the Securities Laws in the Province of Quebec, a public agency or body established pursuant to an Act of the Government of Canada or of the government of a Canadian province;


¨	(j)	If the Subscriber, or any person for whom it is acting is a resident of or is otherwise subject to the Securities Laws in the province of Quebec, a pension fund with assets of over $100,000,000 and governed by the Supplemental Pension Plans Act (Québec) or the Pension Benefits Standards Act, 1985 (Canada);


¨	(k)	If the Subscriber, or any person for whom it is acting is a resident of or is otherwise subject to the Securities Laws in the province of Quebec, a company all of the voting securities of which belong to the Gouvernement du Québec or its departments or agencies that are mandataries of the State, to the Government of Canada or the government of a Canadian province, or to one of their departments or agencies.

The foregoing representations indicated in this certificate are true and accurate as of the date of this certificate and will be true and accurate as of the Closing Time. If any such representations shall not be true and accurate prior to the Closing Time, the undersigned shall give immediate written notice of such fact to the Corporation.

	Dated: _______________________________________________		Signed: _______________________________________________


	Witness (If Purchaser is an Individual)		Print the name of Purchaser



	Print Name of Witness		If Purchaser is a Corporation,
			print name and title of
			Authorized Signing Officer

SCHEDULE “D”

MANITOBA RESIDENTS

THE SECURITIES ACT (MANITOBA)
FORM 8
REPORT OF A TRADE MADE UNDER
CLAUSE 19(1)(c) OR SUBSECTION 19(3)
OF THE ACT OR UNDER SECTION 90
OF THE REGULATION

To be completed by each Subscriber who is resident in or is otherwise subject to the laws of the Province of Manitoba.

1.	Full name and address of vendor: Xxxxxxxx Lake Gold Inc. Xxxxx 000 000 Xxxxxxxxx Xxxxxx Xxxxxxxxx, XX X0X 0X0

2.	Name and address of the issuer of the security traded: Same as above.

3.	Details of Purchase: Name and address of purchaser, amount or number of securities purchased, the price and the date:

Date of Purchase	Name	Address	Amount and Description of Securities	Purchase Price
			___________________ Flow-Through Shares	$____________________

Give name and address of any person acting as agent in connection with this trade, and the compensation paid to, or to be paid to, such agent: Fort House Inc. and Octagon Capital Corporation (collectively, the “Agents”) shall be paid a commission equal to 5% of the gross proceed of the offering. The Corporation will also grant to the Agents, non-assignable warrants (the “Broker Warrants”) equal to 5% of the number of Flow-Through Shares sold pursuant to the offering. Each Broker Warrant shall be exercisable by the Agents to acquire one non-flow-through Common Share of the Corporation at $4.00 for a period of 24 months following the closing date.

Certificate of Purchaser

The undersigned hereby certifies that the statements made in this report are true and that the purchase was made as principal for investment only and not with a view to resale or distribution and undertakes further that he will file with the Commission within 10 days of the resale of any of the securities purchased hereunder a report prepared in accordance with Form 8A.

Dated at _________________________, Manitoba
		(Name of Subscriber - Please Print)
this _____ day of _______________________, 2003	.

		By:
			Signature


		(Official Capacity - Please Print)

Certificate of Vendor or Agents of Vendor

The undersigned hereby certifies that the statements made in this report are true.

Dated at _____________, ________	Xxxxxxxx Lake Gold Inc.
	(Name of Vendor - Please Print)

this _____ day of _______________________, 2003	By:
		Signature


	(Official Capacity - Please Print)

Dated at _____________, ________	Fort House Inc. and Octagon Capital Corporation
	(Name of Agents for Vendor - Please Print)

this _____ day of _______________________, 2003	By:
		Signature


	(Official Capacity - Please Print)

Instructions:

1.	The vendor or agent must file one signed copy, which may be signed by either the vendor or the agent.

2.	The “Certificate of Purchaser” must be signed by the purchaser before the form is filed, except in those cases where the purchaser’s signature is dispensed with by section 7(3) of the Regulation.

3.	A separate report must be filed for each purchaser and the filing fee must accompany each report.

4.	In answer to Question 4, give the name of the person or company who has been or will be paid remuneration directly related to the trade, such as commission, discounts or other fees or payments of a similar nature. It is not necessary to include payments for services incidental to the trade such as clerical, printing, legal or accounting services.

5.	If the space provided for any answer is insufficient, additional sheets may be used and must be cross-referred to the relevant item and properly identified and signed by the persons whose signatures appear on the report.

SCHEDULE “E”

MULTILATERAL INSTRUMENT 45-103
FORM 45-103F5
REPORT ACKNOWLEDGEMENT
SASKATCHEWAN CLOSE PERSONAL FRIENDS AND CLOSE BUSINESS
ASSOCIATES

W A R N I N G

I acknowledge that this is a risky investment:

•	I am investing entirely at my own risk.
•	No securities regulatory authority has evaluated or endorsed the merits of these securities.
•	I will not be able to sell these securities except in very limited circumstances.
•	I will not be able to sell these securities for 4 months.
•	I could lose all the money I invest.
•	I do not have a 2-day right to cancel my purchase of these securities or the statutory rights of action for misrepresentation I would have if I were purchasing the securities under a prospectus.

I am investing $___________________________________________ [total consideration] in total; this includes any amount I am obliged to pay in future.

I am a close personal friend or close business associate of __________________________________________________[state name], who is a ______________________________________________________________[state title - founder, director, senior officer or control person]of _______________________________________________________[state name of issuer or its affiliate - if an affiliate state “an affiliate of the issuer” and give the issuer’s name].

I acknowledge that I am purchasing based on my close relationship with _______________________________________________[state name of founder, director, senior officer or control person] whom I know well enough and for a sufficient period of time to be able to assess her/his capabilities and trustworthiness.

I acknowledge that this is a risky investment and that I could lose all the money I invest.


Date Signature of Purchaser		Signature of Purchaser


Print name of Purchaser

Sign 2 copies of this document. Keep one copy for your records.

SCHEDULE “F”

ALL SUBSCRIBERS

THE TORONTO STOCK EXCHANGE
PRIVATE PLACEMENT QUESTIONNAIRE AND UNDERTAKING

To be completed by each proposed private placement purchaser of listed securities or securities which are convertible into listed securities.

QUESTIONNAIRE

1.	Description of Transaction

	(a)	Name of Issuer of the Securities:

		Xxxxxxxx Lake Gold Inc.

	(b)	Number and Class of Securities to be Purchased:

		flow-through shares.

	(c)	Purchase price:

		$4.00 per flow-through share.

2.	Details of Purchaser

	(a)	Name of Purchaser



	(b)	Address:



	(c)	Names and addresses of persons having a greater than 10% beneficial interest in the purchaser:



3.	Relationship to Issuer

	(a)	Is the purchaser (or any person named in response to 2(c) above) an insider of the issuer for the purposes of the Securities Act (Ontario) (before giving effect to this private placement)? If so, state the capacity in which the purchaser (or person named in response to 2(c) qualifies as an insider:



	(b)	If the answer to (a) is "no", are the purchaser and the issuer controlled by the same person or company? If so, give details:



4.	Dealings of Purchaser in Securities of the Issuer Give details of all trading by the purchaser, as principal, in the securities of the issuer (other than debt securities which are not convertible into equity securities), directly or indirectly, within the 60 days preceding the date hereof:

UNDERTAKING

TO: The Toronto Stock Exchange

The undersigned has subscribed for and agreed to purchase, as principal, the securities described in Item 1 of this Private Placement Questionnaire and Undertaking.

The undersigned undertakes not to sell or otherwise dispose of any of the said securities so purchased or any securities derived therefrom for a period of four months from the date of the closing of the transaction herein or for such period as is prescribed by applicable securities legislation, whichever is longer, without the prior consent of The Toronto Stock Exchange and any other regulatory body having jurisdiction.

DATED at __________ this _____________ day of November, 2003.


	Name of Purchaser (please print)


	Authorized Signature


	Official Capacity (please print)


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

You are buying Exempt Market Securities

They are called exempt market securities because two parts of securities law do not apply to them. If an issuer wants to sell exempt market securities to you:

• the issuer does not have to give you a prospectus (a document that describes the investment in detail and gives you some legal protections); and

• the securities do not have to be sold by an investment dealer registered with a securities regulatory authority.

There are restrictions on your ability to resell exempt market securities. Exempt market securities are more risky than other securities.

You may not receive any written information about the issuer or its business
If you have any questions about the issuer or its business, ask for written clarification before you purchase the securities. You should consult your own professional advisers before investing in the securities.

For more information on the exempt market, refer to the Saskatchewan Financial Services Commission’s website at xxxx://xxx.xxxx.xxx.xx.xx

Instruction: The purchaser must sign 2 copies of this form. The purchaser and the issuer must each receive a signed copy.

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KIRKLAND LAKE GOLD INC. SUBSCRIPTION AGREEMENT FOR FLOW-THROUGH SHARES

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