SUBSCRIPTION AGREEMENT (COMMON SHARES – NON-BROKERED) INSTRUCTIONS

Number of Purchased Shares subscribed for	Subscriber’s Total Purchase Price
2,500,000	$1,750,000

/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇		▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇. ▇▇▇
Signature of Subscriber (if Subscriber is an individual) or of the Authorized Signatory (if Subscriber is not an individual)		(Subscriber’s Residential or Head Office Address) (please print)
AngloGold ▇▇▇▇▇▇▇ (U.S.A.) Exploration, Inc.		▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Name of Subscriber (please print)
VP ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇		303-889-0700
Name and Official Capacity or Title of Authorized Signatory (please print)		(Telephone Number)
		▇▇▇-▇▇▇-▇▇▇▇
		(Facsimile Number)

Name of Disclosed Purchaser (please print)		Disclosed Purchaser’s Residential or Head Office Address
(Telephone Number)		(Facsimile Number)

Registration Instructions (if other than in name of Subscriber):		Certificate Delivery Instructions (if other than the address above):
Name and Address (as it should appear on the certificates)		Address
Account reference, if applicable		Account reference, if applicable
Address of Intermediary		Contact Name
		Telephone Number

☐	owns directly or indirectly, or exercises control or direction over, no Common Shares or securities convertible into Common Shares; or

☑	an “Insider” as such term is defined herein; or

☐	a “registrant” as such term is defined in the Securities Act (British Columbia); or

☐	is not an “Insider”.

1.	Definitions

(a)

“1933 Act” means the Securities Act of 1933, as amended, of the United States;

(b)

“Accredited Investor” has the meaning ascribed to such term in National Instrument 45-106;

(c)

“Agreement” means this subscription agreement and includes all schedules and appendices attached hereto, in each case, as the same may be amended, supplemented or restated from time to time;

(d)

“Business Day” means a day on which Canadian chartered banks are open for the transaction of regular business in the City of Vancouver, British Columbia;

(e)

“Closing” means the closing of the purchase and sale of the Offered Shares;

(f)

“Closing Date” means the date of the Closing, such date to be a date following receipt by the Corporation of all required regulatory acceptances/approvals and as determined by the Corporation;

(g)

“Commissions” means the provincial securities commission or other regulatory authority in each of the Offering Jurisdictions;

(h)

“Common Shares” means the common shares of the Corporation as constituted on the date hereof;

(i)

“Corporation” means Corvus Gold Inc., a corporation existing under the Business Corporations Act (British Columbia) and includes any successor corporation thereto;

(j)

“Disclosed Purchaser” means the Person on whose behalf the Subscriber, as agent, is purchasing hereunder;

(k)

“Dollars” or “$” means lawful money of Canada, unless otherwise indicated;

(l)

“Insider” means (i) a director or senior officer of the Corporation, (ii) a director or senior officer of a company that is an Insider or subsidiary of the Corporation, and (iii) a Person that beneficially owns or controls, directly or indirectly, more than 10% of the outstanding Common Shares of the Corporation;

(m)

“National Instrument 45-106” means National Instrument 45-106 “Prospectus and Registration Exemptions” of the Canadian Securities Administrators;

(n)

“Non-U.S. Subscriber” means any Subscriber that is not a U.S. Subscriber;

(o)

“Offered Shares” means the up to $2,500,000 Common Shares offered for sale by the Corporation pursuant to the Offering;

(p)

“Offering” means the offering of the Offered Shares on a private placement basis;

(q)

“Offering Jurisdictions” means collectively all of the provinces of Canada, the United States and such other overseas jurisdictions as may be agreed to by the Corporation;

(r)

“Person” means an individual, a firm, a corporation, a syndicate, a partnership, a trust, an association, an unincorporated organization, a joint venture, an investment club, a government or an agency or political subdivision thereof and every other form of legal or business entity of whatsoever nature or kind;

(s)

“Personal Information” means any personal information as that term is defined under applicable privacy legislation, including, without limitation, the Personal Information Protection and Electronic Documents Act (Canada) and any other applicable similar, replacement or supplemental provincial or federal legislation or laws in effect from time to time and without limiting the foregoing, but for greater clarity in this Agreement, means information about an identifiable individual, including but not limited to any information about the Subscriber and, if applicable, any Disclosed Purchaser, and includes information provided by the Subscriber in this Agreement;

(t)

“Purchase Price” means CAD$0.70 per Offered Share;

(u)

“Purchased Shares” means the Common Shares which the Subscriber has agreed to purchase under this Agreement;

(v)

“Regulation D” means Regulation D under the 1933 Act;

(w)

“Regulation S” means Regulation S under the 1933 Act;

(x)

“Regulatory Authorities” means the Commissions and the Stock Exchange;

(y)

“Securities Laws” means the securities legislation and regulations of, and the instruments, policies, rules, orders, codes, notices and interpretation notes of each of the Commissions;

(z)

“Stock Exchange” means the Toronto Stock Exchange;

(aa)

“Subscriber” means the Person purchasing the Purchased Shares and whose name appears on the execution page hereof and who has signed this Agreement;

(bb)

“Subscription Proceeds” means the aggregate Purchase Price paid by the Subscriber for the Purchased Shares;

(cc)

“U.S. Accredited Investor” means an “accredited investor” as defined in Rule 501(a) under the 1933 Act and without limiting the foregoing, but for greater clarity in this Agreement, which satisfies the conditions of the U.S. Accredited Investor Certificate;

(dd)

“U.S. Accredited Investor Certificate” means the certificate to be executed by persons that are in the United States, U.S. Persons or purchasing the Purchased Shares for the account or benefit of persons that are in the United States or U.S. Persons, and attached as Schedule D to this Agreement;

(ee)

“U.S. Person” has the meaning ascribed to it in Regulation S.  Without limiting the foregoing, but for greater clarity in this Agreement, a U.S. Person includes, subject to the exclusions set forth in Regulation S, (i) any natural person resident in the United States, (ii) any partnership or corporation organized or incorporated under the laws of the United States, (iii) any estate or trust of which any executor, administrator or trustee is a U.S. Person, (iv) any agency or branch of a foreign entity located in the United States; (v) any non discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. Person, (vi) any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the United States, and (vii) any partnership or corporation organized or incorporated under the laws of any non U.S. jurisdiction which is formed by a U.S. Person principally for the purpose of investing in securities not registered under the 1933 Act, unless it is organized or incorporated, and owned, by U.S. Accredited Investors who are not natural persons, estates or trusts;

(ff)

“U.S. Subscriber” means:  (i) any person resident in the United States or that is a U.S. Person, (ii) any person purchasing for the account or benefit of a U.S. Person or person in the United States, (iii) any person that receives or received an offer of the Offered Shares while in the United States, or (iv) any person that was (or whose authorized signatory was) in the United States at the time their buy order was originated or this Agreement was executed; U.S. Subscriber does not include persons excluded from the definition of “U.S. person” pursuant to Rule 902(k)(2)(vi) of Regulation S under the U.S. Securities Act or persons holding accounts excluded from the definition of “U.S. person” pursuant to Rule 902(k)(2)(i) of Regulation S under the U.S. Securities Act, solely in their capacities as holders of such accounts; and

(gg)

“United States” means the United States of America, its territories and possessions, any state of the United States and the District of Columbia.

2.	Conditions of the Offering

(a)

this Agreement (including the forms set out in Schedules A, B, C and D, attached hereto, as applicable) duly completed and executed;

(b)

a certified cheque, bank draft or wire transfer or other acceptable form of payment to the Corporation, as applicable, for the total Purchase Price of the Purchased Shares payable to the Corporation or, if applicable, confirmation of “Delivery Against Payment” arrangements;

(c)

if you are, or, if applicable, the Disclosed Purchaser is, a resident of Canada, and if you are an “Accredited Investor”, a duly executed and completed Accredited Investor Certificate, attached as Schedule A hereto;

(d)

if you are not, or, if applicable, the Disclosed Purchaser is not, an “Accredited Investor” but are resident in any province of Canada (other than Ontario or Saskatchewan) and are purchasing the Purchased Shares pursuant to the “Family, Friends and Business Associates” exemption, a duly executed and completed Canadian Exemption Certificate, attached as Schedule B and Appendix I or Appendix II, as applicable, hereto;

(e)

if you are not, or, if applicable, the Disclosed Purchaser is not, an “Accredited Investor” but are resident in Ontario and are purchasing the Purchased Shares pursuant to the “Founder, control person and family” exemption, a duly executed and completed Canadian Exemption Certificate, attached as Schedule B and Appendix I or Appendix II, as applicable, hereto;

(f)

if you, or the Disclosed Purchaser, as the case may be, qualifies under the “Employee, Executive Officer, Director and Consultant” exemption, a duly executed and completed Canadian Exemption Certificate, attached as Schedule B hereto;

(g)

if you are and the Disclosed Purchaser is a Non-U.S. Subscriber, a fully executed and completed Non-U.S. Subscriber Regulation S Certificate, attached as Schedule C hereto;

(h)

if you are, or, if applicable, the Disclosed Purchaser is, a U.S. Subscriber, a fully executed and completed U.S. Accredited Investor Certificate, attached as Schedule D hereto; and

(i)

any further documentation as required under the Securities Laws or by the policies of the Stock Exchange or other Regulatory Authorities.

(a)

you execute and return all documents required by this Agreement, by the Securities Laws and the policies of the Stock Exchange for delivery on your behalf; including the forms set out in Schedules A, B and C attached hereto, as applicable, to the Corporation as the sale of the Purchased Shares by the Corporation to you will not be qualified by a prospectus;

(b)

the representations and warranties made by you on your own behalf or, if applicable, on behalf of the Disclosed Purchaser (including representations and warranties made in any Schedule attached hereto, as applicable) herein are true and correct when made and are true and correct on the Closing Date with the same force and effect as if they had been made on and as of such date;

(c)

all covenants, agreements and conditions contained in this Agreement to be performed by you or, if applicable, the Disclosed Purchaser on or prior to the Closing Date shall have been performed or complied with in all material respects;

(d)

the Corporation receives conditional acceptance of notice of the Offering and conditional approval for the listing of the Shares from the Stock Exchange; and

(e)

all other necessary regulatory or other approvals are obtained prior to the Closing Date.

3.	The Closing

4.	Representations and Warranties of the Subscriber

(a)

the Corporation has advised you that the Corporation is relying on exemptions from the requirements under the Securities Laws to provide you with a prospectus or registration statement, and no prospectus or registration statement has been filed by the Corporation with any of the Commissions in connection with the issuance of the Purchased Shares, and as a consequence:

(i)

you are restricted from using most of the civil remedies available under the Securities Laws and certain protections, rights and remedies provided by the Securities Laws, including statutory rights of rescission or damages, will not be available to you;

(ii)

you may not receive information that would otherwise be required to be provided to you under the Securities Laws; and

(iii)

the Corporation is relieved from certain obligations that would otherwise apply under the Securities Laws;

(b)

you are resident in the jurisdiction set out under “Subscriber’s Residential or Head Office Address” on the first page of this Agreement or under “Disclosed Purchaser’s Residential or Head Office Address” on the second page of this Agreement (as applicable), which address is your residence or principal place of business of the Person indicated, and such address was not obtained or used solely for the purpose of acquiring the Purchased Shares;

(c)

you are:

(i)

purchasing the Purchased Shares as principal for your own account or, in the case of section 5(d)(i) below, are deemed under the applicable Securities Laws to be purchasing as principal, and not for the benefit of any other Person; or

(ii)

purchasing the Purchased Shares as agent for the Disclosed Purchaser and the Disclosed Purchaser for whom you are acting is purchasing the Purchased Shares as principal for its own account and not for the benefit of any other Person;

(d)

if you are resident in any province or territory in Canada you:

(i)

are an Accredited Investor, by virtue of the fact that you fall within one or more of the subparagraphs of the definition of Accredited Investor set out in the Accredited Investor Certificate attached as Schedule A and you have completed the Accredited Investor Certificate attached as Schedule A, you confirm the truth and accuracy of all statements in such schedule as of the date of this Agreement and the Closing Date, and you were not created or used solely to purchase securities as an Accredited Investor as described in paragraph (m) of the definition of Accredited Investor set out in Schedule A; or

(ii)

are purchasing sufficient Offered Shares so that the aggregate acquisition cost of the Purchased Shares is not less than $150,000 and, if you are not an individual, you were not created solely to purchase or hold securities in reliance on section 2.10 of National Instrument 45-106; or

(iii)

are a resident in any province of Canada other than Ontario or Saskatchewan and are purchasing the Purchased Shares pursuant to the “Family, Friends and Business Associates” prospectus and registration exemption contained in section 2.5 of National Instrument 45-106 and have completed section (1) of the Canadian Exemption Certificate attached as Schedule B; or

(iv)

are a resident in Ontario and are purchasing the Purchased Shares pursuant to the “Founder, control person and family – Ontario” exemption contained in section 2.7 of National Instrument 45-106 and have completed section (2) of the Canadian Exemption Certificate attached as Schedule B;

(e)

if you are not an individual, you pre-existed the offering of the Offered Shares and you have a bona fide business purpose other than the investment in the Purchased Shares and you were not created, formed or established solely or primarily to acquire the Purchased Shares, or to permit purchases of securities without a prospectus, in reliance on an exemption from the prospectus requirements of applicable Securities Laws;

(f)

unless you are a U.S. Subscriber and have completed and delivered the U.S. Accredited Investor Certificate attached as Schedule D hereto (in which case you make the representations, warranties and covenants therein and confirm the truth and accuracy of all statements in such schedule as of the date of this Agreement and as of the Closing Date) you have completed and delivered the Non-U.S. Subscriber Regulation S Certificate attached hereto as Schedule C and hereby make the acknowledgements, representations, warranties and covenants contained therein and confirm the truth and accuracy of all statements in such schedule as of the date of this Agreement and as of the Closing Date;

(g)

if you are resident outside of Canada and the United States, you:

(i)

certify that you are not resident in Canada or the United States and that you are knowledgeable of, or have been independently advised as to the applicable securities laws of the securities regulatory authorities (the “Authorities”) having application in the jurisdiction in which you are resident (the “International Jurisdiction”) which would apply to the acquisition of the Purchased Shares, if any,

(ii)

are purchasing the Purchased Shares pursuant to exemptions from the prospectus and registration requirements under the applicable securities laws of the Authorities in the International Jurisdiction or, if such is not applicable, you are permitted to purchase the Purchased Shares under the applicable securities laws of the Authorities in the International Jurisdiction without the need to rely on any exemption,

(iii)

confirm that, to your knowledge, the purchase of the Purchased Shares does not contravene any applicable securities laws of the Authorities in the International Jurisdiction and does not require the Corporation to make any filings or seek any approvals of any nature whatsoever from any Authority of any kind whatsoever in the International Jurisdiction in connection with the issue and sale or resale of the Purchased Shares, and

(iv)

confirm that, to your knowledge, the purchase of the Purchased Shares by you does not trigger:

(A)

an obligation by the Corporation or any other Person to prepare and file a registration statement, prospectus or similar document, or any other report with respect to such purchase in the International Jurisdiction, or

(B)

continuous disclosure reporting obligations of the Corporation in the International Jurisdiction, and

(h)

you acknowledge that no agency, stock exchange or governmental agency, securities commission or similar regulatory authority or other entity has reviewed or passed on or made any finding or determination as to the merits of or made any recommendation or endorsement with respect to the Securities;

(i)

you acknowledge that:

(i)

no securities commission or similar regulatory authority has reviewed or passed on the merits of the Purchased Shares,

(ii)

there is no government or other insurance covering the Purchased Shares,

(iii)

there are risks associated with the purchase of the Purchased Shares and you are aware of the risks and other characteristics of the Purchased Shares,

(iv)

there are restrictions on your ability to resell the Purchased Shares and it is your responsibility to find out what those restrictions are and to comply with them before selling the Securities, and

(v)

the Corporation has advised you that it is relying on an exemption from the requirements to provide you with a prospectus and to sell securities through a Person registered to sell securities under the Securities Act (British Columbia) and, as a consequence of acquiring securities pursuant to this exemption, certain protections, rights and remedies provided by the Securities Act (British Columbia), including statutory rights of rescission or damages, will not be available to you;

(j)

you acknowledge and consent to the fact that the Corporation is collecting Personal Information of the Subscriber and Disclosed Purchaser, if any, for the purpose of completing this Agreement; you acknowledge and consent to the Corporation retaining such Personal Information for as long as permitted or required by law or business practices; you agree and acknowledge that the Corporation may use and disclose such Personal Information:  (i) for internal use including with respect to managing the relationships between and contractual obligations of the Corporation and the Subscriber and Disclosed Purchaser, if any; (ii) for use and disclosure for income tax-related purposes, including, without limitation, where required by law, disclosure to the Canada Revenue Agency; (iii) disclosure to professional advisers of the Corporation in connection with the performance of their professional services; (iv) disclosure to securities regulatory authorities and other regulatory bodies with jurisdiction with respect to reports of trade or similar regulatory filings; (v) disclosure to a governmental or other authority to which the disclosure is required by court order or subpoena compelling such disclosure and where there is no reasonable alternative to such disclosure; (vi) disclosure to any Person where such disclosure is necessary for legitimate business reasons and is made with your prior written consent; (vii) disclosure to a court determining the rights of the parties under this Agreement; and (viii) for use and disclosure as otherwise required or permitted by law; in addition, you further acknowledge and consent to the fact that the Corporation may be required to provide any one or more of the Canadian securities regulators, United States securities regulators, stock exchange, the Investment Industry Regulatory Organization of Canada, other regulatory agencies or the Corporation’s registrar and transfer agent with any Personal Information provided by the Subscriber and Disclosed Purchaser, if any, in this Agreement, and may make any other filings of Personal Information as the Corporation’s counsel deems appropriate, and you acknowledge receipt of notification of the disclosure of Personal Information by the Corporation to the Stock Exchange and the Subscriber and Disclosed Purchaser, if any, hereby consent to and authorize the foregoing use and disclosure of such Personal Information and agree to provide, on request, all particulars required by the Corporation in order to comply with the foregoing;

(k)

you further acknowledge and expressly consent to:

(i)

the disclosure of Personal Information by the Corporation to the Stock Exchange and other applicable regulatory authorities, as required, and

(ii)

the collection, use and disclosure of Personal Information by the Stock Exchange for such purposes as may be identified by the Stock Exchange, from time to time;

(l)

if you are a resident of Ontario you authorize the indirect collection of Personal Information by the Ontario Securities Commission and confirm that you have been notified by the Corporation:

(i)

that the Corporation will be delivering the Personal Information to the Ontario Securities Commission,

(ii)

that such Personal Information is being collected indirectly by the Ontario Securities Commission under the authority granted to it in applicable Securities Laws,

(iii)

that such Personal Information is being collected for the purpose of the administration and enforcement of applicable Securities Laws, and

(iv)

that the title, business address and business telephone number of the public official in the Province of Ontario, who can answer questions about the Ontario Securities Commission’s indirect collection of the Personal Information is as follows:

(m)

the funds representing the aggregate Purchase Price in respect of the Purchased Shares which will be advanced by the Subscriber to the Corporation hereunder will not represent proceeds of crime for the purpose of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (the “PCMLTF Act”) and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (United States) (the “PATRIOT Act”) and you acknowledge that the Corporation may in the future be required by law to disclose the Subscriber’s or Disclosed Purchaser’s name and other information relating to this Agreement and the Subscriber’s subscription hereunder, on a confidential basis, pursuant to the PCMLTF Act and the PATRIOT Act; to the best of your knowledge, none of the subscription funds to be provided hereunder (i) have been or will be obtained or derived, directly or indirectly, from or related to any activity that is deemed illegal under the laws of Canada or 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 you; you shall promptly notify the Corporation if you discover that any such representation ceases to be true, and shall provide the Corporation with appropriate information in connection therewith;

(n)

you have been advised to consult your own legal advisors with respect to the applicable hold periods imposed in respect of the Purchased Shares by the applicable Securities Laws and confirm that no representation by the Corporation has been made respecting the hold periods applicable to the Purchased Shares and you are solely responsible (and the Corporation is not responsible) for compliance with the applicable resale restrictions and the Subscriber confirms that it is solely responsible for obtaining its own legal, tax, investment and other professional advice with respect to the execution, delivery and performance by it of this Agreement and the transactions contemplated hereunder including the suitability of the Purchased Shares as an investment for the Subscriber, trading in the Purchased Shares, the tax consequences of purchasing and dealing with the Purchased Shares and, and the resale restrictions and “hold periods” to which the Purchased Shares are or may be subject under Securities Laws and other applicable securities laws;

(o)

no Person has made to you any written or oral representations:

(i)

that any Person will resell or repurchase any of the Purchased Shares,

(ii)

that any Person will refund the Purchase Price,

(iii)

as to the future price or value of any of the Purchased Shares, or

(iv)

that any of the Purchased Shares will be listed and posted for trading on a stock exchange or that application has been made to list and post any of the Purchased Shares for trading on a stock exchange;

(p)

you acknowledge that you have not received an offering memorandum, prospectus or other disclosure document in respect of the Purchased Shares or the Corporation describing the business and affairs of the Corporation in order to assist you in making an investment decision in respect of the Purchased Shares, that your decision to subscribe for Shares was based solely upon this Agreement and information about the Corporation which is publicly available and that you have not become aware of any advertisement in printed media of general and regular paid circulation, radio or television with respect to the distribution of the Purchased Shares;

(q)

you have no knowledge of a “material fact” or “material change” (as those terms are defined in the Securities Laws) in the affairs of the Corporation that has not been generally disclosed to the public;

(r)

your decision to purchase the Purchased Shares has not been made as a result of any verbal or written representation as to fact or otherwise made by or on behalf of the Corporation or any other Person and is based entirely upon the representations, warranties and covenants of the Corporation provided to the Subscriber in this Agreement and on currently available public information concerning the Corporation;

(s)

this subscription is irrevocable subject to the Subscriber’s right to withdraw and to terminate the obligations as set out in this Agreement and requires acceptance by the Corporation and acceptance of the Stock Exchange;

(t)

the acceptance of this subscription will be conditional upon the sale of the Purchased Shares to you being exempt from the prospectus and registration requirements under applicable Securities Laws;

(u)

if you are:

(i)

a corporation, you are duly incorporated and are validly subsisting under the laws of your jurisdiction of incorporation and have all requisite legal and corporate power and authority to execute and deliver this Agreement, to subscribe for the Purchased Shares as contemplated herein and to carry out and perform your covenants and obligations under the terms of this Agreement and the entering into of this 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, you or any agreement, written or oral, to which you may be a party or by which you are or may be bound,

(ii)

a partnership, syndicate or other form of unincorporated organization, you have the necessary legal capacity and authority to execute and deliver this Agreement and to observe and perform your covenants and obligations hereunder and have obtained all necessary approvals in respect thereof, or

(iii)

an individual, you are of full age of majority and have the legal capacity and competence to enter into and to execute this Agreement and to observe and perform your covenants and obligations hereunder;

(v)

this Agreement has been duly executed and delivered by you and constitutes a legal, valid and binding obligation of you enforceable against you in accordance with the terms hereof;

(w)

if required by applicable Securities Laws, policy or order or by any Commission, stock exchange or other Regulatory Authority, you will execute, deliver, file and otherwise assist the Corporation in filing, such reports, undertakings and other documents with respect to the issue of the Purchased Shares as may be required;

(x)

the Purchased Shares are highly speculative in nature and you have such sophistication and experience in business and financial matters as to be capable of evaluating the merits and risks of this investment and you are able to bear the economic risk of loss of this investment;

(y)

this subscription is not enforceable by you unless it has been accepted by the Corporation and you waive any requirement on the Corporation’s behalf to immediately communicate its acceptance of this subscription to you;

(z)

in connection with your subscription, you have not relied upon the Corporation for investment, legal, tax advice or other professional advice, and have in all cases sought or elected not to seek the advice of your own personal investment advisers, legal counsel and tax advisers and you are able, without impairing your financial condition, to bear the economic risk of, and withstand a complete loss of, the investment and you can otherwise be reasonably assumed to have the capacity to protect your own interest in connection with your investment and you acknowledge that legal counsel retained by the Corporation is acting as counsel to the Corporation and not as counsel to you and you may not rely upon such counsel in any respect;

(aa)

all costs and expenses incurred by you (including any fees and disbursements of any special counsel or other advisors retained by you) relating to the purchase of the Purchased Shares shall be borne by you;

(bb)

you are not a “control person” of the Corporation as defined in the Securities Act (British Columbia) and will not become a “control person” by virtue of the purchase of any of the Purchased Shares and do not intend to act in concert with any other Person to form a control group of the Corporation;

(cc)

this Agreement has been duly executed and delivered and, when accepted by the Corporation, will constitute your legal, valid and binding obligation enforceable against you in accordance with the terms hereof and, if you are acting on behalf of a Disclosed Purchaser, will constitute a legal, valid and binding obligation against such Disclosed Purchaser in accordance with the terms hereof;

(dd)

the Subscriber acknowledges, represents, warrants, covenants and certifies to and with the Corporation that, if the Subscriber is a trust governed by a registered retirement savings plan, registered retirement income fund, deferred profit sharing plan, tax-free savings account, registered disability savings plan or registered education savings plan as defined in the Income Tax Act (Canada) (a “Plan”), then the specific provisions of the Plan permit the investment in the Purchased Shares and the Corporation is not a “connected person” under the Plan as defined in the regulations to the Income Tax Act (Canada); and

(ee)

the above representations, warranties, covenants and acknowledgements in this section will be true and correct both as of the execution of this subscription and as of the Closing Date.

5.

Legends

6.	Representations and Warranties of the Corporation

(a)

the Corporation is a valid and subsisting company and in good standing under the laws of the Province of British Columbia;

(b)

the Corporation is duly registered and licensed to carry on business in each jurisdiction in which it carries on business or owns property where required under the laws of that jurisdiction;

(c)

all financial statements, information circulars, press releases, material change reports and other documents filed by or on behalf of the Corporation within the past 12 months with the Stock Exchange and any of the Commissions (the “Disclosure Record”) were, except as may be disclosed in the Disclosure Record, true and correct in all material respects and did not contain any misrepresentation (as defined in the Securities Act (British Columbia)) as at the respective dates of such filings;

(d)

except as qualified by the disclosure in the Disclosure Record, the Corporation is the beneficial owner of the business and assets or the interests in the properties, business or assets referred to in the Disclosure Record;

(e)

the financial statements of the Corporation contained in the Disclosure Record and filed with any of the Commissions have all been prepared in accordance with Canadian generally accepted accounting principles applicable to public entities, accurately reflect the financial position and all known material liabilities (accrued, absolute, contingent or otherwise) of the Corporation in all material respects as of the date thereof, and no adverse material changes in the financial position of the Corporation have taken place since the date thereof other than has been subsequently disclosed in the Disclosure Record;

(f)

the Corporation has complied and will comply fully with the requirements of all applicable corporate and securities laws and administrative policies and directions, including, without limitation, the Securities Laws and the Business Corporations Act (British Columbia) in relation to the issue and trading of its securities and in all matters relating to the private placement of the Offered Shares;

(g)

there is not presently any material change, as defined in the Securities Laws, relating to the Corporation or change in any material fact, as defined in the Securities Laws, relating to any of the Purchased Shares, which has not been fully disclosed in accordance with the requirements of the Securities Laws and the policies of the Stock Exchange;

(h)

the issue and sale of the Offered Shares by the Corporation does not and will not conflict with, and does not and will not result in a material breach of, any of the terms of the Corporation’s constating documents or any agreement or instrument to which the Corporation is a party or by which it is bound;

(i)

the Corporation is not a party to any actions, suits or proceedings which could materially affect its business or financial condition, and to the best of the Corporation’s knowledge, no such actions, suits or proceedings are contemplated or have been threatened;

(j)

there are no judgments against the Corporation which are unsatisfied, nor is the Corporation subject to any consent decrees or injunctions;

(k)

this Agreement has been or will be at the Closing Date duly authorized by all necessary corporate action on the part of the Corporation, and the Corporation has full corporate power and authority to undertake the Offering;

(l)

to the Corporation’s knowledge, it is not in material default of any of the requirements of the Securities Laws or any of the administrative policies or notices of the Stock Exchange;

(m)

to the Corporation’s knowledge, no order ceasing or suspending trading in securities of the Corporation nor prohibiting the sale of such securities has been issued to and is outstanding against the Corporation or its directors, officers or promoters; and

(n)

except for as provided in the Disclosure Record, no person has any right, agreement or option, present or future, contingent or absolute, or any right capable of becoming such a right, agreement or option, for the issue or allotment of any unissued shares in the capital of the Corporation, or any other security convertible into or exchangeable for any such shares, or to require the Corporation to purchase, redeem or otherwise acquire any of the issued and outstanding shares in its capital.

7.	Finder’s Fees

8.

General

(a)

Headings:  The division of this Agreement into articles and sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement.  The terms “this Agreement,” “hereof,” “hereunder”, “herein” and similar expressions refer to this Agreement and not to any particular article, section or other portion hereof and include any agreement supplemental thereto and any exhibits attached hereto.  Unless something in the subject matter or context is inconsistent therewith, reference herein to articles, sections and paragraphs are to articles, sections, subsections and paragraphs of this Agreement.

(b)

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

(c)

Severability:  If one or more of the provisions contained in this Agreement shall be invalid, illegal or unenforceable in any respect under any applicable law, the validity, legality or enforceability of the remaining provisions hereof shall not be affected or impaired thereby.  Each of the provisions of this Agreement is hereby declared to be separate and distinct.

(d)

Notices:  All notices or other communications to be given hereunder shall be delivered by hand or by facsimile, and if delivered by hand, shall be deemed to have been given on the date of delivery or, if sent by facsimile, on the date of transmission if sent before 5:00 p.m. and such day is a Business Day or, if not, on the first Business Day following the date of transmission.

(e)

Further Assurances:  Each party hereto shall from time to time at the request of the other party hereto do such further acts and execute and deliver such further instruments, deeds and documents as shall be reasonably required in order to fully perform and carry out the provisions of this Agreement.  The parties hereto agree to act honestly and in good faith in the performance of their respective obligations hereunder.

(f)

Successors and Assigns:  Except as otherwise provided, this Agreement shall enure to the benefit of and shall be binding upon the parties hereto and their respective successors and permitted assigns.

(g)

Assignment:  This Agreement is not assignable or transferable by the parties hereto without the express written consent of the other party to this Agreement.

(h)

Notification of Changes:  The parties hereby covenant and agree to notify the other party upon the occurrence of any event prior to the Closing which would cause any party’s representations, warranties or covenants contained in this Agreement to be false or incorrect in any material respect.

(i)

Entire Agreement:  The terms of this Agreement express and constitute the entire agreement between the parties hereto with respect to the subject matter hereof and no implied term or liability of any kind is created or shall arise by reason of anything in this Agreement.

(j)

Time of Essence:  Time is of the essence of this Agreement.

(k)

Amendments:  The provisions of this Agreement may only be amended with the written consent of all of the parties hereto.

(l)

Survival:  Notwithstanding any other provision of this Agreement, the representations, warranties, covenants and indemnities of or by the Corporation, the Subscriber and the Disclosed Purchaser contained herein or in any certificate, document or instrument delivered pursuant hereto shall survive the completion of the transactions contemplated by this Agreement.

(m)

Governing Law and Venue:  The contract arising out of this Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein, governing contracts made and to be performed wholly therein, and without reference to its principles governing the choice or conflict of laws.  The parties hereto irrevocably attorn and submit to the exclusive jurisdiction of the courts of the Province of British Columbia, sitting in the City of Vancouver, with respect to any dispute related to or arising from this Agreement.

(n)

Counterparts and Delivery:  This Agreement may be executed in two or more counterparts which when taken together shall constitute one and the same agreement.  Delivery of counterparts may be effected by facsimile or other electronic transmission thereof.

(o)

Facsimile or Electronic Copies:  The Corporation shall be entitled to rely on a facsimile or other form of electronic copy of an executed Agreement and acceptance by the Corporation of such facsimile or electronic copy of the Agreement shall be legally effective to create a valid and binding agreement between the Subscriber and the Corporation in accordance with the terms thereof. If less than a complete copy of this Agreement is delivered to the Corporation at Closing, the Corporation and its advisors are entitled to assume that the Subscriber accepts and agrees to all of the terms and conditions of the pages not delivered at Closing unaltered.

(p)

Regulatory Approval/Acceptance:  Without limitation, this Agreement and the transactions contemplated hereby are conditional upon receipt by the Corporation of the conditional acceptance from the Stock Exchange and approval from the NYSE MKT to the Offering.

(q)

Language:  The Subscriber acknowledges that the Subscriber has consented to and requested that all documents evidencing or relating in any way to the issuance of the securities be drawn up in the English language only.  Le soussigne reconnait par les presentes avoir consenti et exige que tous les documents faisant foi ou se rapportant de quelque maniere a la vente des titres offerts soient rediges en anglais seulement.

(i)

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

(ii)

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

The Subscriber has executed this certificate as of the __________ day of__________________________, 2016.
If a trust, partnership or other entity:		If an individual:
Name of Entity		Signature
Type of Entity		Name of Individual
Signature of Person Signing
Title of Person Signing

(a)

one of them is the subsidiary of the other, or

(b)

each of them is controlled by the same Person;

(a)

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

(b)

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;

(a)

a sufficient number of any of the securities of an issuer so as to affect materially the control of the issuer, or

(b)

more than 20% of the outstanding voting securities of an issuer except where there is evidence showing that the holding of those securities does not affect materially the control of the issuer;

(a)

a Person that is registered as an investment dealer and authorized to give advice with respect to the type of security being distributed; and

(b)

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

(i)

have a professional business or personal relationship with the issuer, or any of its directors, executive officers, founders or control persons, and

(ii)

have acted for or been retained personally or otherwise as an employee, executive officer, director, associate or partner of a Person that has acted for or been retained by the issuer or any of its directors, executive officers, founders or control persons within the previous 12 months;

(a)

whose primary purpose is to invest money provided by its securityholders;

(b)

that does not invest;

(i)

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

(ii)

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

(c)

that is not a mutual fund;

(a)

liabilities incurred or assumed for the purpose of financing the acquisition or ownership of financial assets; or

(b)

liabilities that are secured by financial assets;

(a)

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

(b)

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

(c)

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

The Subscriber has executed this certificate as of the __________ day of__________________________, 2016.
If a trust, partnership or other entity:		If an individual:
Name of Entity		Signature
Type of Entity		Name of Individual
Signature of Person Signing
Title of Person Signing

(a)

it is purchasing the Purchased Shares for its own account or for the account of one or more persons for whom it is exercising sole investment discretion, (a “Disclosed Purchaser”), for investment purposes only and not with a view to resale or distribution in violation of applicable securities laws and, in particular, neither it nor any Disclosed Purchaser for whose account it is purchasing the Purchased Shares is a “Distributor” as defined in Rule 902(d) of Regulation S or has any intention to distribute either directly or indirectly any of the Purchased Shares in the United States or to, or for the account or benefit of, a U.S. Person or person in the United States; provided, however, that this paragraph shall not restrict the Subscriber from selling or otherwise disposing of any of the Purchased Shares pursuant to registration thereof pursuant to the 1933 Act and any applicable state securities laws or under an available exemption from such registration requirements;

(b)

neither it nor the Disclosed Purchaser, if any, is a U.S. Person;

(c)

unless you are excluded from the definition of U.S. Person pursuant to Rule 902(k)(2)(vi) of Regulation S or a person holding accounts excluded from the definition of U.S. Person pursuant to Rule 902(k)(2)(i) of Regulation S, solely in your capacity as holder of such accounts, (a) you and the Disclosed Purchaser, if any, are not resident in the United States and are not purchasing the Purchased Shares for the account or benefit of a U.S. Person or person in the United States, (b) Offered Shares were not offered to you or the Disclosed Purchaser, if any, in the United States and (c) at the time your buy order was made and this Agreement was executed, you (or your authorized signatory) were outside the United States;

(d)

the current structure of this transaction and all transactions and activities contemplated hereunder is not a scheme to avoid the registration requirements of the 1933 Act;

(e)

the Subscriber did not receive the offer to purchase the Offered Shares as a result of, nor will it engage in, any directed selling efforts (as defined in Regulation S);

(f)

the Subscriber agrees not to engage in hedging transactions in the Purchased Shares except in compliance with the 1933 Act;

(g)

the Subscriber agrees that prior to the expiration of the six-month distribution compliance period set forth in Rule 903(b)(3) of Regulation S under the 1933 Act with regard to the Purchased Shares, it will not offer, sell or transfer, directly or indirectly, any of the Purchased Shares except in accordance with the provisions of Regulation S, pursuant to registration under the 1933 Act or pursuant to an available exemption from registration under the 1933 Act;

(h)

the Subscriber acknowledges and agrees that the Corporation is hereby bound by this Agreement to refuse to register any transfer of the Purchased Shares not made in accordance with Regulation S, pursuant to registration under the 1933 Act or pursuant to an available exemption from registration under the 1933 Act and in compliance with any applicable local laws and regulations;

(i)

the Subscriber acknowledges that upon the issuance of the Purchased Shares, and until such time as the same is no longer required under the applicable requirements of the 1933 Act or applicable state securities laws and regulations, the certificates representing the Purchased Shares, and all securities issued in exchange therefor or in substitution thereof, will bear a legend in substantially the form as set forth in Section 5 of the accompanying Agreement and that the Purchased Shares will be subject to the restrictions on transfer set forth therein;

(j)

the Subscriber acknowledges that the Corporation is not a “foreign issuer” as defined in Regulation S and therefore, pursuant to Rule ▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ securities law legend set forth in Section 5 of the accompanying Agreement may not be removed from certificates representing the Purchased Shares upon any resale made pursuant to Rule 903 or 904 of Regulation S; therefore the certificates representing the Purchased Shares which bear such legend may not constitute “good delivery” in settlement of transactions on stock exchanges in Canada;

(k)

the Subscriber understands that (i) the Corporation may be deemed to be an issuer that is, or that has been at any time previously, an issuer with no or nominal operations and no or nominal assets other than cash and cash equivalents (a “Shell Company”), (ii) if the Corporation is deemed to be, or to have been at any time previously, a Shell Company, Rule 144 under the 1933 Act may not be available for resales of the Purchased Shares, and (iii) the Corporation is not obligated to make Rule 144 under the 1933 Act available for resales of the Purchased Shares; and

(l)

the Subscriber acknowledges that the Purchased Shares are “restricted securities”, as such term is defined under Rule 144 of the 1933 Act, and may not be offered, sold, pledged, or otherwise transferred, directly or indirectly, without prior registration under the 1933 Act and applicable state securities laws, and it agrees that if it decides to offer, sell, pledge or otherwise transfer, directly or indirectly, any of the Purchased Shares absent such registration, it will not offer, sell, pledge or otherwise transfer, directly or indirectly, any of the Purchased Shares, except:

(i)

to the Corporation; or

(ii)

in compliance with the exemption from registration under the 1933 Act provided by Rule 144 thereunder, if available, and in accordance with any applicable state securities laws; or

(iii)

in a transaction that does not require registration under the 1933 Act or any applicable state securities laws;

(iv)

and, in the case of subparagraph (ii) or (iii), it has furnished to the Corporation an opinion of counsel of recognized standing in form and substance satisfactory to the Corporation to such effect.

If a Corporation, Partnership or Other Entity:		If an Individual or Joint Account of Individuals:
Name of Entity
		Signature(s)
Type of Entity
Signature of Person(s) Signing		Print or Type Name(s)
Print or Type Name(s) and Title(s) of Person(s) Signing

(a)

it is purchasing the Purchased Shares for its own account, or for the account of the Disclosed Purchaser named on page ii of the Subscription Agreement, in a transaction in which the Subscriber is exercising sole investment discretion with respect to the purchase of the Purchased Shares and, in any case, the Purchased Shares are being purchased for investment purposes only and not with a view to resale or distribution or for the account or benefit of anyone other than the Subscriber and the Disclosed Purchaser named in the Subscription Agreement, if any.  Neither the Subscriber nor the Disclosed Purchaser has any intention to distribute either directly or indirectly any of the Purchased Shares in the United States or to, or for the account or benefit of, a U.S. Person or person in the United States; provided, however, that this paragraph shall not restrict the Subscriber or the Disclosed Purchaser from selling or otherwise disposing of any of the Purchased Shares pursuant to registration thereof pursuant to the 1933 Act and any applicable state securities laws or under an exemption from such registration requirements;

(b)

the Subscriber and the Disclosed Purchaser for whose account it is purchasing the Purchased Shares, if any, is a U.S. Accredited Investor that satisfies one or more of the categories of U.S. Accredited Investor as indicated below (the Subscriber must initial on the appropriate line(s) and, if there is a Disclosed Purchaser, the Subscriber must ▇▇▇▇ “S” beside the category applicable to the Subscriber and “DP” beside the category applicable to the Disclosed Purchaser):

(c)

it acknowledges that upon the issuance of the Purchased Shares, and until such time as the same is no longer required under the applicable requirements of the 1933 Act or applicable state securities laws and regulations, the certificates representing the Purchased Shares, and all securities issued in exchange therefor or in substitution thereof, will bear a legend in substantially the form as set forth in Section 5 of the accompanying Agreement and that the Securities will be subject to the restrictions on transfer set forth therein;

(d)

it acknowledges that the Purchased Shares are “restricted securities”, as such term is defined under Rule 144 of the 1933 Act, and may not be offered, sold, pledged, or otherwise transferred, directly or indirectly, without prior registration under the 1933 Act and applicable state securities laws, and it agrees that if it decides to offer, sell, pledge or otherwise transfer, directly or indirectly, any of the Purchased Shares absent such registration, it will not offer, sell, pledge or otherwise transfer, directly or indirectly, any of the Purchased Shares, except:

(i)

to the Corporation; or

(ii)

in compliance with the exemption from registration under the 1933 Act provided by Rule 144 thereunder, if available, and in accordance with any applicable state securities laws; or

(iii)

in a transaction that does not require registration under the 1933 Act or any applicable state securities laws;

(iv)

and, in the case of subparagraph (ii) or (iii), it has furnished to the Corporation an opinion of counsel of recognized standing in form and substance satisfactory to the Corporation to such effect;

(e)

it has had the opportunity to ask questions of and receive answers from the Corporation regarding the investment, and has received all the information regarding the Corporation that it has requested;

(f)

it has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Purchased Shares and it is able to bear the economic risk of loss of its entire investment;

(g)

it consents to the Corporation making a notation on its records or giving instruction to the registrar and transfer agent of the Corporation in order to implement the restrictions on transfer with respect to the Purchased Shares set forth and described herein;

(h)

it understands and acknowledges that the Corporation has no obligation or present intention of filing with the United States Securities and Exchange Commission or with any state securities administrator any registration statement in respect of resales of the Purchased Shares in the United States;

(i)

the office or other address of the Subscriber at which the Subscriber received and accepted the offer to purchase the Purchased Shares is the address listed as the “Subscriber’s Residential or Head Office Address” on the first page of the Subscription Agreement;

(j)

it understands and agrees that there may be material tax consequences to the Subscriber and the Disclosed Purchaser, if any, of an acquisition, disposition or exercise, as applicable, of the Purchased Shares; the Corporation gives no opinion and makes no representation with respect to the tax status of the Corporation or the consequences to the Subscriber or the Disclosed Purchaser under United States, state, local or foreign tax law of the Subscriber’s acquisition or disposition or exercise, as applicable, of the Purchased Shares, including whether the Corporation will at any given time be deemed a “passive foreign investment company” within the meaning of Section 1297 of the United States Internal Revenue Code;

(k)

it acknowledges that the Corporation is not a “foreign issuer” as defined in Regulation S and therefore, pursuant to Rule ▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ securities law legend set forth in Section 5 of the accompanying Agreement may not be removed from certificates representing the Securities upon any resale made pursuant to Rule 903 or 904 of Regulation S; therefore the certificates representing the Purchased Shares which bear such legend may not constitute “good delivery” in settlement of transactions on stock exchanges in Canada;

(l)

it understands that (i) the Corporation may be deemed to be an issuer that is, or that has been at any time previously, an issuer with no or nominal operations and no or nominal assets other than cash and cash equivalents (a “Shell Company”), (ii) if the Corporation is deemed to be, or to have been at any time previously, a Shell Company, Rule 144 under the 1933 Act may not be available for resales of the Purchased Shares, and (iii) the Corporation is not obligated to make Rule 144 under the 1933 Act available for resales of the Purchased Shares;

(m)

it understands and agrees that some of the past financial statements of the Corporation have been prepared in accordance with International Financial Reporting Standards, which differ in some respects from United States generally accepted accounting principles, and thus may not be comparable to financial statements of United States companies;

(n)

it has not purchased the Purchased Shares as a result of any form of general solicitation or general advertising (as such terms are used under Rule 502(c) of Regulation D), including any advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio, television or internet or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; and

(o)

it acknowledges that the representations, warranties and covenants contained in this Schedule are made by it with the intent that they may be relied upon by the Corporation in determining its eligibility and the eligibility of the Disclosed Purchaser, if any, to purchase the Purchased Shares.  It agrees that by accepting Purchased Shares it shall be representing and warranting that the representations and warranties above are true as at the Closing with the same force and effect as if they had been made by it at the Closing and that they shall survive the purchase by it of Purchased Shares and shall continue in full force and effect notwithstanding any subsequent disposition by it of the Purchased Shares.

If a Corporation, Partnership or Other Entity:		If an Individual:
AngloGold ▇▇▇▇▇▇▇ (U.S.A.) Exploration, Inc.
Name of Entity		Signature
Corporation
Type of Entity		Print or Type Name
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Signature of Person Signing
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ VP
Print or Type Name and Title of Person Signing