LEGENDINTERNATIONAL HOLDINGS, INC. PRIVATEPLACEMENT SUBSCRIPTION AGREEMENT FOR SHARES OF COMMON STOCK

BMO NESBITT BURNS INC. (“BMO NESBITT BURNS”), WELLINGTON WEST CAPITAL MARKETS INC. AND BBY LTD. (TOGETHER WITH BMO NESBITT BURNS, THE “AGENTS”).

The undersigned subscriber (the “Subscriber”), on its own behalf and, if applicable, on behalf of those for whom the undersigned is contracting hereunder, hereby irrevocably subscribes for and agrees to purchase the number of Common Shares (as defined herein) of the Company to be issued for the aggregate subscription price set out below (the “Subscription Amount”). For certainty, all schedules are incorporated herein by reference and are integral parts of this agreement (this subscription agreement together with all schedules, the “Subscription Agreement”). The Subscriber is responsible for obtaining such legal advice as it considers appropriate in connection with the execution, delivery and performance by it of this Subscription Agreement.

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Name of Subscriber - please print

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Signature (of individual or authorized signatory)

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Aggregate Subscription Price: US$_____________________

Official Capacity/Title (of authorized signatory) - please print

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Please print name of individual whose signature appears above if different than the name of the subscriber printed above.

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Name of Principal

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Principal’s Street Address

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City and Province/State or Country                      Postal/Zip Code

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Telephone Number                                            Facsimile Number

 

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Subscriber’s Street Address

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City and Province/State or Country Postal/Zip Code

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Telephone Number                                          Email Address

 

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Name

Name

__________________________________________

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Account reference, if applicable

Account reference, if applicable

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Address, including postal code

 

Address, including postal code

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Phone Number:

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Phone Number:

A COMPLETED AND EXECUTED COPY OF THIS SUBSCRIPTION AGREEMENT, INCLUDING THE SCHEDULE(S), MUST BE DELIVERED OR FAXED BY 4:00 p.m. ON MAY 29, 2008 TO:

BMO Capital Markets Corp., 3 Times Square, 27th Floor, New York, NY  10036

Attention: Catherine Cruz, Fax: (212) 702-1933

 

a)

The Subscriber is a U.S. Accredited Investor and is acquiring the Common Shares for its own account or for the account of another U.S. Accredited Investor over which the Subscriber exercises sole investment direction and not with a view to resale for distribution of the Common Shares in violation of United States Securities Laws and the Subscriber certifies that it and each Disclosed Principal is a resident in the jurisdiction set out on the second page of this Subscription Agreement and that the investment decision with respect to the Common Shares was made in such jurisdiction.  Such address was not created and is not used solely for the purpose of acquiring the Securities and the Subscriber was solicited to purchase in such jurisdiction.

 

b)

The Subscriber has properly completed, executed and delivered to the Company the applicable certificate(s) (dated as of the date hereof) set forth in Schedule “C”, as applicable, and the information contained therein is true and correct, both as of the date of execution of this Subscription Agreement and as of the Closing Time.

 

c)

In the event that the Subscriber requests that the certificates representing the Common Shares be registered and/or delivered in the name of someone with an address in a state other than the state of its residence as set out on the face page hereof, it has done so only for safekeeping or as a bare trusteeship with respect to such certificate in accordance with its normal business practice.

 

d)

The Subscriber is not a national or resident of Australia or the Republic of Ireland or Japan or a company, partnership or other entity organised under the laws of the Australia or the Republic of Ireland or Japan and the Subscriber will not offer, sell or deliver directly or indirectly any of the Common Shares in Australia or the Republic of Ireland or Japan or to or for the benefit of any person resident in Australia or the Republic of Ireland or Japan.

 

e)

The subscription for the Common Shares has not been made through or as a result of, and the distribution of the Common Shares is not being accompanied by any general solicitation or general advertising (as those terms are used in Regulation D in the U.S. Securities Act), including advertisements, articles, notices or other communication published in any printed public media, radio, television or telecommunications, including electronic display, or any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.

 

f)

The Subscriber agrees to indemnify and hold harmless the Company and the Agents and each of their respective officers, directors, employees and agents from and against any and all costs, liabilities and expenses, including attorneys’ fees, arising out of or related in any way to any breach of any confirmation, representation, warranty or undertaking contained in this Subscription Agreement.

 

g)

The Subscriber understands that the Common Shares will be “restricted securities” as defined in Rule 144(a)(3) under the U.S. Securities Act and agrees that if it decides to offer, sell or otherwise transfer any of the Common Shares, such Common Shares may be offered, sold or otherwise transferred only (A) to the Company; (B) outside the United States in accordance with Rule 904 of Regulation S under the U.S. Securities Act; (C) within the United States in accordance with (i) Rule 144A to a person who the seller reasonably believes is a Qualified Institutional Buyer that is purchasing for its own account or for the account of a Qualified Institutional Buyer to whom notice is given that the offer, sale, or transfer is being made in reliance on Rule 144A, if available, or (ii) the exemption from registration under the U.S. Securities Act provided by Rule 144 thereunder, if applicable; (D) in a transaction that does not require registration under the U.S. Securities Act or any applicable U.S. state laws and regulations governing the offer and sale of securities; or (E) pursuant to an effective registration statement under the U.S. Securities Act, provided that with respect to sales or transfers under clauses (C)(ii) or (D), only if the holder has furnished to the Company an opinion of counsel, reasonably satisfactory to the Company, prior to such sale or transfer and in each case in accordance with any applicable state securities laws in the United States or securities laws of any other applicable jurisdiction;

 

h)

The Subscriber understands and acknowledges that all certificates representing the Common Shares originally issued to a U.S. Person or a person in the United States, or a person for the account or benefit of a U.S. Person, as well as all certificates in exchange for or in substitution of the foregoing securities, until such time as the same is no longer required under applicable requirements of the U.S. Securities Act or applicable state securities laws, shall bear the following legend:

 

i)

The Common Shares have not been registered under the U.S. Securities Act or any applicable state securities laws, the offer and sale are being made in reliance on a private placement exemption provided by Rule 506 of Regulation D under the U.S. Securities Act thereunder to investors who are U.S. Accredited Investors and the Common Shares may not be offered or sold in the United States or to U.S. Persons unless such securities are registered under such Act or an exemption from the registration requirements of such Act is available.  The Subscriber further understands that there is no assurance that any exemption from registration under the U.S. Securities Act will be available and that, even if available, such exemption may not allow the Subscriber to transfer all or any portion of the Common Shares under the circumstances, in the amounts or at the times that the Subscriber may propose.

 

j)

The Subscriber understands that the Company may instruct its registrar and transfer agent not to record any transfer of the Common Shares without first being notified by the Company that it is satisfied that such transfer is exempt from, or not subject to, the registration requirements of the U.S. Securities Act and applicable state securities laws.

 

k)

The Subscriber consents to the Company making a notation on its records and/or giving instruction to the registrar and transfer agent of the Company in order to implement the restrictions on transfer set forth and described herein.

 

l)

The Subscriber understands and agrees that there may be material tax consequences to the Subscriber of an acquisition, disposition or exercise of any of the Common Shares.  The Company gives no opinion and makes no representation with respect to the tax consequences to the Subscriber under United States, state, local or foreign tax law of the undersigned’s acquisition or disposition of such securities.  In particular, no determination has been made whether the Company will be a “passive foreign investment company” (“PFIC”) within the meaning of Section 1291 of the United States Internal Revenue Code.

 

a)

 

b)

No securities commission, agency, governmental authority, regulatory body, stock exchange or other regulatory body has reviewed or passed on the investment merits of the Common Shares.

 

c)

The Agents and/or their directors, officers, employees, agents, affiliates, and representatives assume no responsibility or liability of any nature whatsoever for the accuracy or adequacy of any such publicly available information concerning the Company or as to whether all information concerning the Company that is required to be disclosed or filed by the Company under the Securities Laws has been so disclosed or filed.

 

d)

If required by applicable Securities Laws or the Company, the Subscriber will execute, deliver and file or assist the Company in filing such reports, undertakings and other documents with respect to the issue and/or sale of the Common Shares as may be required by any securities commission, stock exchange or other regulatory authority.

 

e)

The Subscriber will consult its own legal advisors with respect to trading in the Common Shares when issued and with respect to the resale restrictions imposed by the Securities Laws of the jurisdiction in which the Subscriber resides and other applicable securities laws, and acknowledges that no representation has been made respecting the applicable hold periods imposed by the Securities Laws or 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, that the Subscriber (or others for whom it is contracting hereunder) is solely responsible to find out what these restrictions are and the Subscriber is solely responsible (and neither the Company nor the Agents are in any way responsible) for compliance with applicable resale restrictions and the Subscriber is aware that it (or Disclosed Principals 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.

 

f)

The Subscriber has been offered the opportunity to ask questions and receive answers from management concerning the Company, the Common Shares and the terms and conditions of this Offering and any such request for information has been complied with to the Subscriber's satisfaction.

 

g)

The Subscriber acknowledges that the Company is still in the process of applying for exploration licences in respect of certain properties and that there can be no assurance that the Company will ever be granted such licences.

 

h)

The Subscriber has not received or been provided with a prospectus, an offering memorandum, or any other offering document (other than the Term Sheet) describing the business and affairs of the Company, and has relied solely upon the Term Sheet and information about the Company which is publicly available and not upon any other representation as to fact or otherwise made by or on behalf of the Company.

 

i)

The Subscriber’s decision to subscribe for the Common Shares was based solely upon the Term Sheet attached hereto as Schedule “A” and information about the Company which is publicly available (any such information having been obtained by the Subscriber without independent investigation or verification by the Agents).

 

j)

No person has made any written or oral representations:

 

a.

that any person will resell or repurchase the Common Shares, or;

 

b.

as to the future price or value of the Common Shares.

 

k)

In the case of a subscription for the Common Shares by the Subscriber acting as principal, this Subscription Agreement has been duly authorized, executed and delivered by, and constitutes a legal, valid and binding agreement of, the Subscriber.  This Subscription Agreement is enforceable in accordance with its terms against the Subscriber.

 

l)

If the Subscriber is:

 

a.

a corporation, the Subscriber is duly incorporated 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 Common Shares as contemplated herein and to carry out and perform its obligations under the terms of this Subscription Agreement;

 

b.

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

 

c.

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.

 

The Subscriber 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.  The Subscriber acknowledges that it is not relying on legal or tax advice provided by the Company or the Agents or their respective counsel.

 

n)

There is no government or other insurance covering the Common Shares.

 

o)

The execution and delivery of this Subscription Agreement, the performance and compliance with the terms hereof, the subscription for the Common Shares and the completion of the transactions described herein by the Subscriber will not result in any material breach of, or be in conflict with or constitute a material default under, or create a state of facts 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 if the Subscriber is not an individual, 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.

 

p)

The Subscriber has obtained all necessary consents and authorities to enable it to agree to subscribe for the Common Shares and to perform its obligations under this Subscription Agreement and the Subscriber has otherwise observed all applicable laws, obtained any requisite governmental or other consents, complied with all requisite formalities and paid any issue, transfer or other taxes due in any territory in connection with its acceptance and the Subscriber has not taken any action which will or may result in the Company or the Agents acting in breach of any regulatory or legal requirements of any territory in connection with the offering or the Subscriber’s subscription.

 

q)

The Subscriber acknowledges that this Subscription Agreement and the exhibits and schedules hereto require the Subscriber to provide certain personal information to the Company. Such information is being collected by the Company for the purposes of completing the offering, which includes, without limitation, determining the Subscriber’s eligibility to purchase the Common Shares under Securities Laws and other applicable securities laws, and preparing and registering certificates representing Common Shares to be issued to the Subscriber, as the case may be, and completing filings required by any stock exchange or securities regulatory authority.  The Subscriber’s personal information may be disclosed by the Company to: (a) stock exchanges or securities regulatory authorities, (b) revenue or taxing authorities, and (c) any of the other parties involved in the Offering, including legal counsel and may be included in record books in connection with the Offering. By executing this Subscription Agreement, the Subscriber is deemed to be consenting to the foregoing collection, use and disclosure of the Subscriber’s personal information. The Subscriber also consents to the filing of copies or originals of any of the Subscriber’s documents may be required to be filed with any stock exchange or securities regulatory authority in connection with the transactions contemplated hereby.  The Subscriber represents and warrants that it has the authority to provide the consents and acknowledgements set out in this paragraph on behalf of each Disclosed Principal.

 

r)

The Subscriber is not entitled to be paid any commission in relation to its participation in the Offering.

 

s)

The Subscriber is a U.S. Accredited Investor and is acquiring the Common Shares for its own account or for the account of another U.S. Accredited Investor over which the Subscriber exercises sole investment direction and not with a view to resale for distribution of the Common Shares in violation of United States Securities Laws and the Subscriber certifies that it and each Disclosed Principal is a resident in the jurisdiction set out on the second page of this Subscription Agreement and that the investment decision with respect to the Common Shares was made in such jurisdiction.  Such address was not created and is not used solely for the purpose of acquiring the Securities and the Subscriber was solicited to purchase in such jurisdiction.

 

t)

In the case of a subscription for the Common Shares by the Subscriber acting as trustee or agent for a fully managed account or as agent for a Disclosed 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 the fully managed account or Disclosed Principal, as applicable, 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, the fully managed account or Disclosed Principal, as applicable.

 

u)

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.

 

v)

The funds representing the Subscription Amount which will be advanced by the Subscriber to the Company hereunder, as applicable, will not represent proceeds of crime for the purposes of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (the “PCMLTFA”) and the Subscriber acknowledges that the Company may in the future be required by law to disclose the Subscriber’s name and other information relating to this Subscription Agreement and the Subscriber's subscription hereunder, on a confidential basis, pursuant to the PCMLTFA.  To the best of its knowledge (a) none of the subscription funds to be provided by the Subscriber (i) have been or will be derived from or related to any activity that is deemed criminal under the laws of Canada, the United States of America or any other jurisdiction, or (ii) are being tendered on behalf of a person or entity who has not been identified to the Subscriber, and (b) it shall promptly notify the Company if the Subscriber discovers that any of such representations ceases to be true, and to provide the Company with appropriate information in connection therewith.

 

w)

The Subscriber agrees to indemnify and hold harmless the Company and the Agents and each of their respective officers, directors, employees and agents from and against any and all costs, liabilities and expenses, including attorneys’ fees, arising out of or related in any way to any breach of any confirmation, representation, warranty or undertaking contained in this Subscription Agreement.

 

x)

The Subscriber acknowledges that the Common Shares do not give rights to participate in new issues of securities of the Company.

 

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 to such party, as follows:

 

a.

in the case of the Company, to:

 

b.

in the case of the Subscriber at the address specified herein with a copy to BMO Nesbitt Burns (on behalf of the Agents):

 

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.

 

(a)

“Canadian financial institution” means (i) 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 (ii) 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;

 

(b)

“control person” has the same meaning as in securities legislation except in Manitoba, Newfoundland and Labrador, Northwest Territories, Nova Scotia, Nunavut, Ontario, Prince Edward Island and Québec where control person means any person that holds or is one of a combination of persons that holds (i) a sufficient number of any of the securities of an issuer so as to affect materially the control of the issuer, or (ii) 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;

 

(c)

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

 

(d)

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

 

(e)

“founder” means, in respect of an issuer, a person who, (i) acting alone, in conjunction, or in concert with one or more persons, directly or indirectly, takes the initiative in founding, organizing or substantially reorganizing the business of the issuer, and (ii) at the time of the trade is actively involved in the business of the issuer;

 

(f)

“fully managed account” means an account of a client for which a person makes the investment decisions if that person has full discretion to trade in securities for the account without requiring the client’s express consent to a transaction;

 

(g)

“investment fund” means a mutual fund or a non-redeemable investment fund, and, for greater certainty in British Columbia, includes an employee venture capital corporation that does not have a restricted constitution, and is registered under Part 2 of the Employee Investment Act (British Columbia), R.S.B.C. 1996 c. 112, and whose business objective is making multiple investments and a venture capital corporation registered under Part 1 of the Small Business Venture Capital Act (British Columbia), R.S.B.C. 1996 c. 429 whose business objective is making multiple investments;

 

(h)

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

 

(i)

“non-redeemable investment fund” means an issuer,

 

(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

 

(j)

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

 

(k)

“Schedule III bank” means an authorized foreign bank named in Schedule III of the Bank Act (Canada);

 

(l)

“spouse” means an individual who (i) is married to another individual and is not living separate and apart within the meaning of the Divorce Act (Canada), from the other individual, (ii) is living with another individual in a marriage-like relationship, including a marriage-like relationship between individuals of the same gender, or (iii) in Alberta, is an individual referred to in paragraph (i) or (ii), or is an adult interdependent partner within the meaning of the Adult Interdependent Relationships Act (Alberta); and

 

(m)

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

Dated:

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Signed:

_______________________________

_________________________________

Witness (If Subscriber is an individual)

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Print the name of Subscriber

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Print the name of Witness

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If Subscriber is a corporation,

print name and title of Authorized Signing Officer

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

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(2)  any private business development company as defined in Section 202(a)(22) of the 1940 Act;

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(3)  any organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the Common Shares, with total assets in excess of $5,000,000;

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(4)  any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Common Shares, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D under the Act;

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(5)  any director or executive officer of the Company;

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(6)  any natural person whose individual net worth, or joint net worth with that person’s spouse, at the date hereof exceeds US$1,000,000;

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

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(8)  any entity in which all of the equity owners are Accredited Investors.