TERMS AND CONDITIONS OF SUBSCRIPTION FOR CLASS A COMMON SHARES OF TUCANO GOLD INC.

THIS AGREEMENT WITNESSETH THAT in consideration of the premises and agreements herein contained, it is hereby mutually declared, covenanted and agreed by and between the parties as follows:

1.0 INTERPRETATION

1.1 Definitions

Whenever used in this Subscription Agreement, unless there is something in the subject matter or context inconsistent therewith, the following words and phrases have the respective meanings ascribed to them as follows:

“Business Day” means a day other than a Saturday, Sunday or any other day on which the principal chartered banks located in Calgary, Alberta are open for business.

“Closing” has the meaning ascribed to such term in Section 4.1.

“Closing Date” has the meaning ascribed to such term in Section 4.1.

“Closing Time” has the meaning ascribed to such term in Section 4.1.

“Company” has the meaning ascribed to such term on the face page hereto.

“Disclosed Principal” has the meaning ascribed to such term on the face page hereto.

“NI 45 106” means National Instrument 45 106 – Prospectus Exemptions.

“Offering” means the offering of Shares at price of $0.50 per Share for aggregate gross proceeds of up to C$10,000,000, subject to the right of the Company to increase the size of the offering in its sole discretion.

“Person” means any individual (whether acting as an executor, trustee administrator, legal representative or otherwise), corporation, firm, partnership, sole proprietorship, syndicate, joint venture, trustee, trust, unincorporated organization or association, and pronouns have a similar extended meaning.

“Purchased Share” means the Shares subscribed for by the Subscriber pursuant to this Subscription Agreement.

“Securities Laws” means, as applicable, the securities laws, regulations and rules, and the blanket rulings and policies and written interpretations of, and multilateral or national instruments adopted by, the securities regulatory authorities of all the Selling Jurisdictions or, as the context may require, any one or more of the Selling Jurisdictions, as well as the rules and policies of any exchange or marketplace.

“Selling Jurisdiction” means, in the case of each Subscriber, such jurisdictions in Canada and outside of Canada as may be determined by the Company, including the states in the United States of America, in which such Subscriber is resident or to the Securities Laws of which such Subscriber is subject.

“Shares” means class A common shares in the capital of the Company.

“Subscriber” means the subscriber for the Purchased Shares as set out on the face page hereto and includes, as applicable, each Disclosed Principal for whom it is acting.

“Subscription Agreement” has the meaning ascribed to such term on the face page hereto.

“Subscription Price” has the meaning ascribed to such term on the face page hereto.

“Term Sheet” means the term sheet delivered to potential purchasers of Common Shares, a copy of which is attached hereto.

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

“U.S. Accredited Investor” means an “accredited investor” as defined by Rule 501(a)(1) (3), (7) or (8) of Regulation D adopted pursuant to the U.S. Securities Act.

“U.S. Person” has the meaning set forth in Rule 902(k) of Regulation S under the U.S. Securities Act. 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, (1) any natural person resident in the United States, (2) any partnership or corporation organized or incorporated under the laws of the United States, (3) any estate or trust of which any executor, administrator or trustee is a U.S. Person, (4) 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 (5) 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 U.S. Securities Act, unless it is organized or incorporated, and owned, by U.S. Accredited Investors who are not natural persons, estates or trusts.

“U.S. Securities Act” means the United States Securities Act of 1933, as amended.

1.2 Interpretation

The words “hereof”, “hereto”, “hereunder”, “herein” and similar expressions mean and refer to this Subscription Agreement and not to a particular Article or Section; and unless something in the subject matter or context is inconsistent therewith, references herein to an Article, Section, Subsection, Paragraph, or Exhibit are to the applicable article, section, subsection or paragraph of or Exhibit to this Subscription Agreement.

1.3 Gender and Number

Words importing the singular number only include the plural and vice versa, words importing the masculine gender include the feminine gender and words importing persons include firms and corporations and vice versa.

1.4 Currency

Unless otherwise specified, all dollar amounts in this Subscription Agreement, including the symbol “$”, are expressed in Canadian dollars.

1.5 Subdivisions and Headings

The division of this Subscription Agreement into Articles, Sections, Exhibits and other subdivisions and the inclusion of headings are for convenience of reference only and do not affect the construction or interpretation of this Subscription Agreement. The headings in this Subscription Agreement are not intended to be full or precise descriptions of the text to which they refer.

2.0 EXHIBITS

2.1 Description of Exhibits

The following are the Exhibits attached to and incorporated in this Subscription Agreement by reference and deemed to be a part hereof:

Exhibit A Term Sheet

Exhibit B Certificate of Accredited Investor Status and Risk Acknowledgement Form (Form 45 106F9)

Exhibit C Certificate of Minimum Amount Investment Status (Non Individuals)

Exhibit D Certificate of Family, Friends and Business Associates Status and Risk Acknowledgement Forms (Form 45 106F12 for Ontario subscribers and Form 45 106F5 for Saskatchewan subscribers)

Exhibit E Certificate of Accredited Investor for US Residents

Exhibit F Form of Declaration for Removal of Legend

Exhibit G Certificate for Residents Outside of North America

3.0 SUBSCRIPTION AND DESCRIPTION OF SHARES

3.1 Subscription for Shares

The Subscriber hereby confirms its irrevocable subscription for and offer to purchase the Purchased Shares from the Company, on and subject to the terms and conditions set out in this Subscription Agreement, for the Subscription Price which is payable as described in Article 4.0.

3.2 Acceptance and Rejection of Subscription by the Company

The Subscriber acknowledges and agrees that the Company reserves the right, in its absolute discretion, to reject this subscription for Purchased Shares, in whole or in part, at any time prior to the Closing Time. If this subscription is rejected in whole, any cheques or other forms of payment delivered to the Company representing the Subscription Price will be promptly returned to the Subscriber without interest thereon or deduction therefrom. If this subscription is accepted only in part, a cheque representing any refund of the Subscription Price for that portion of the subscription for the Purchased Shares which is not accepted, will be promptly delivered to the Subscriber without interest thereon or deduction therefrom. The proceeds of the Offering will not be held in escrow and will be released to the Company on Closing.

3.3 Escrow Requirements on Going Public Transaction

The Subscriber acknowledges that if the Company completes an initial public offering of its securities or a reverse takeover or any other similar going public transaction, the Purchased Shares or any common shares issued in exchange therefor may be required to be pooled or escrowed or subject to seed share resale restrictions, either at the request of the Company’s selling agent or underwriter in a public listing, or pursuant to applicable stock exchange rules or securities legislation as amended from time to time and regulations and rules prescribed thereto, pursuant to the policies of the applicable securities commissions, pursuant to the policies of a stock exchange or trading system on which the Company may seek to list its securities, or any other security regulatory body having jurisdiction. The Subscriber agrees to sign any such pooling or escrow agreement and abide by any restrictions as may be imposed.

4.0 CLOSING

4.1 Closing

Delivery and sale of the Purchased Shares against payment of the Subscription Price will be completed (the “Closing”) at the offices of counsel for the Company at such date(s) and time(s) as the Company may determine (the “Closing Time” or “Closing Date”). If, prior to the Closing Time, the terms and conditions contained in this Subscription Agreement have been complied with, against delivery of the Subscription Agreements and payment as prescribed therein, the Company shall deliver certificates representing the Purchased Securities and such other documentation as may be required pursuant to the Subscription Agreement.

If, prior to the Closing Time, the terms and conditions contained in this Subscription Agreement (other than delivery by the Company to the Subscriber of certificates representing the Purchased Securities) have not been complied with to the satisfaction of the Subscriber, the Company and the Subscriber will have no further obligations under this Subscription Agreement.

4.2 Conditions of Closing

The Subscriber acknowledges and agrees that the obligations of the Company hereunder are conditional on the accuracy of the representations and warranties of the Subscriber contained in this Subscription Agreement as of the date of this Subscription Agreement, and as of the Closing Time as if made at and as of the Closing Time, and the fulfillment of the following additional conditions as soon as possible:

(a) The receipt by the Company of all required regulatory approvals.

(b) payment by the Subscriber of the Subscription Price by wire transfer in Canadian dollars.

(c) the Subscriber having properly completed, signed and delivered this Subscription Agreement.

(d) if the Subscriber is either (i) resident in a jurisdiction of Canada or otherwise subject to the Securities Laws of a jurisdiction of Canada, or (ii) not resident in Canada or the United States, the Subscriber having properly completed, signed and delivered one of Exhibit B, Exhibit C or Exhibit D:

(i) SUBSCRIBERS WHO ARE SUBSCRIBING AS “ACCREDITED INVESTORS”

if the Subscriber is purchasing as an “accredited investor”, as such term is used in Exhibit B, a duly completed and executed certificate as set forth in Exhibit B evidencing the Subscriber’s status as an accredited investor;

(ii) SUBSCRIBERS WHO ARE NOT SUBSCRIBING AS ACCREDITED INVESTORS AND WHO ARE SUBSCRIBING FOR AT LEAST $150,000 OF PURCHASED SHARES

if the Subscriber is not an individual, and is purchasing a minimum of $150,000 worth of Purchased Shares, a duly completed and executed Minimum Amount Investment Status Certificate in the form attached hereto as Exhibit C;

(iii) SUBSCRIBERS, WHO ARE NOT SUBSCRIBING AS ACCREDITED INVESTORS AND WHO ARE SUBSCRIBING UNDER THE FAMILY, FRIENDS OR BUSINESS ASSOCIATES EXEMPTION

if the Subscriber is purchasing the Purchased Shares in reliance on the “Family, Friends and Business Associates” exemption, a duly completed and executed Family, Friends and Business Associates Status Certificate in the form attached hereto as Exhibit D; and

(e) if the Subscriber is a resident of the United States, the Subscriber having properly completed, signed and delivered Exhibit E.

(f) if the Subscriber is not a resident of Canada or the United States, the Subscriber having properly completed, signed and delivered Exhibit G.

5.0 ACKNOWLEDGEMENTS, COVENANTS, REPRESENTATIONS AND WARRANTIES OF THE SUBSCRIBER AND THE COMPANY

5.1 Acknowledgements, Representations, Warranties and Covenants of Subscribers who are NOT U.S. Persons and who were NOT in the United States when this Subscription Agreement was received or signed

The Subscriber, which is not a U.S. Person, was not offered the Purchased Shares in the United States, and which did not sign this Subscription Agreement in the United States, on its own behalf and, if applicable, on behalf of others for whom it is acting hereunder, hereby represents and warrants to, and covenants with, the Company as follows, and acknowledges that the Company is relying on such representations and warranties in connection with the transactions contemplated herein:

(a) that the Subscriber is resident in the jurisdiction set out on the face page of this Subscription Agreement, and that such address was not created and is not used solely for the purpose of acquiring the Purchased Shares and the Subscriber was solicited to purchase in such jurisdiction;

(b) that the Subscriber has properly completed, executed and delivered to the Company the applicable certificate(s) (dated as of the date hereof) set forth in the Exhibits hereto, 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) that the Subscriber is not a U.S. Person nor subscribing for the Purchased Shares for the account of a U.S. Person or for resale in the United States, that the Purchased Shares have not been offered to the Subscriber in the United States and that this Subscription Agreement has not been signed in the United States;

(d) that the Subscriber will not offer, sell or otherwise dispose of the Purchased Shares in the United States or to a U.S. Person unless the Company has consented to such offer, sale or distribution and such offer, sale or disposition is made in accordance with an exemption from the registration requirements under the U.S. Securities Act and the securities laws of all applicable states of the United States or the U.S. Securities and Exchange Commission has declared effective a registration statement in respect of such securities;

(e) that, if the Subscriber is not a Person resident in Canada or the United States, the subscription for the Purchased Shares by the Subscriber does not contravene any of the applicable securities legislation in the jurisdiction in which the Subscriber resides and does not give rise to any obligation of the Company to prepare and file a prospectus or similar document or to register the Purchased Shares or to be registered with or to file any report or notice with any governmental or regulatory authority; and that the Subscriber has properly completed, executed and delivered to the Company the certificate (dated as of the date hereof) set forth in the Exhibit G hereto, 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;

(f) that the subscription for the Purchased Shares has not been made through or as a result of, and the distribution of the Purchased Shares is not being accompanied by any advertisement, including in printed public media, radio, television or telecommunications, including electronic display, or as part of a general solicitation;

(g) that the funds representing the Subscription Price 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, and that, to the best of its knowledge: (i) none of the subscription funds to be provided by the Subscriber (A) 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 (B) are being tendered on behalf of a Person who has not been identified to the Subscriber; and (ii) it will 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; and

(h) that the Subscriber agrees to indemnify and hold harmless the Company and each of its 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.

5.2 Acknowledgements, Representations, Warranties and Covenants of the Subscriber that IS a

U.S. Person or was in the United States at the time this offer of Shares was received or signed

The Subscriber, which is a U.S. Person, was offered the Purchased Shares in the United States, or which signed this Subscription Agreement in the United States, on its own behalf and, if applicable, on behalf of others for whom it is acting hereunder, hereby represents and warrants to, and covenants with, the Company as follows and acknowledges that the Company is relying on such representations and warranties in connection with the transactions contemplated herein:

(a) that the Subscriber is a U.S. Accredited Investor and is acquiring the Purchased Shares for its own account or for the purposes 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 Purchased 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 face page of this Subscription Agreement and that the investment decision with respect to the Purchased Shares was made in such jurisdiction, and that such address was not created and is not used solely for the purpose of acquiring the Purchased Shares and the Subscriber was solicited to purchase in such jurisdiction;

(b) that the Subscriber has properly completed, executed and delivered to the Company the applicable certificate(s) (dated as of the date hereof) set forth in Exhibit E, 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) that, in the event that the Subscriber requests that the certificates representing the Purchased 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) that the subscription for the Purchased Shares has not been made through or as a result of, and the distribution of the Purchased 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.

(e) that the Subscriber agrees to indemnify and hold harmless the Company and each of its 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;

(f) that the Subscriber understands and acknowledges:

(i) that all certificates representing the Purchased 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, will bear the following legend:

“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THESE SECURITIES, AGREES FOR THE BENEFIT OF THE COMPANY THAT THESE SECURITIES MAY BE OFFERED, SOLD PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 903 OR 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE CANADIAN AND PROVINCIAL LAWS AND REGULATIONS, (C) WITHIN THE UNITED STATES IN ACCORDANCE WITH (1) RULE 144A UNDER THE U.S. SECURITIES ACT OR (2) RULE 144 UNDER THE U.S. SECURITIES ACT, IF AVAILABLE, AND, IN EACH CASE, IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OF THE UNITED STATES, OR (D) WITHIN THE UNITED STATES IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, PROVIDED THAT IN THE CASE OF TRANSFERS PURSUANT TO CLAUSE (C) OR (D) ABOVE, A LEGAL OPINION SATISFACTORY TO THE COMPANY MUST FIRST BE PROVIDED.”; and

(ii) that if the Purchased Shares are being sold under the terms of this Paragraph 5.2(f)(ii), and provided that the Company is a “foreign issuer” within the meaning of Regulation S under the U.S. Securities Act at the time of sale, the legend set forth above may be removed by providing a declaration to the Company and its registrar and transfer agent for the Common Shares, if any, to the effect set forth in Exhibit F hereto (or as the Company may prescribe from time to time);

(g) that the Purchased Shares have not been and will not be 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 Purchased 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 understands that the Company has no present intention to register the Purchased Shares pursuant to the U.S. Securities Act. 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 Purchased Shares under the circumstances, in the amounts or at the times that the Subscriber may propose;

(h) that the Subscriber understands that the Company may instruct its registrar and transfer agent not to record any transfer of the Purchased 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;

(i) that 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 to implement the restrictions on transfer set forth and described herein;

(j) that the Subscriber understands and acknowledges that the Company has no obligation to file, 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;

(k) that 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 Purchased Shares, and that 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, and that, 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; and

(l) that the Subscriber understands and acknowledges that the Company is not obligated to remain a “foreign issuer” within the meaning of Regulation S under the U.S. Securities Act.

5.3 Further Representations, Acknowledgements and Covenants of ALL Subscribers

The Subscriber, on its own behalf and, if applicable, on behalf of others for whom it is acting hereunder, represents, warrants, acknowledges and agrees as follows, and acknowledges that the Company is relying on such statements in connection with the transactions contemplated herein:

(a) THAT THERE ARE RISKS ASSOCIATED WITH THE PURCHASE OF AND INVESTMENT IN THE SECURITIES AND THE SUBSCRIBER IS KNOWLEDGEABLE AND HAS SUBSTANTIAL EXPERIENCE IN BUSINESS AND FINANCIAL MATTERS AND IS CAPABLE OF EVALUATING THE MERITS AND RISKS OF AN INVESTMENT IN THE SECURITIES AND PROTECTING THE SUBSCRIBER’S OWN INTEREST, AND FULLY UNDERSTANDS THE RESTRICTIONS ON RESALE OF THE SECURITIES AND IS CAPABLE OF BEARING THE ECONOMIC RISK OF THE INVESTMENT;

(b) that no securities commission, agency, governmental authority, regulatory body, stock exchange or other regulatory body has reviewed or passed on the investment merits of the Purchased Shares;

(c) that there is no government or other insurance covering the Purchased Shares;

(d) the Company has advised the Subscriber that the Company is relying on an exemption or exemptions from the requirements to provide the Subscriber with a prospectus and to sell securities through a Person registered to sell securities under the securities legislation of the Company’s jurisdiction and, as a consequence of acquiring securities pursuant to this exemption or exemptions, certain protections, rights and remedies provided by the securities legislation of the Company’s jurisdiction including, in most circumstances, statutory rights of rescission or damages, will not be available to the Subscriber;

(e) that the Company is not a reporting issuer or the equivalent in any jurisdiction and none of its securities are listed or traded on any marketplace. The Subscriber will consult its own legal advisors with respect to trading in the Purchased 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 the Company is not 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, if at all;

(f) that, 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 Purchased Shares as may be required by any securities commission, stock exchange or other regulatory authority;

(g) that the certificates or any non-certificated electronic positions representing the Purchased Shares will bear or be bound by, a legend substantially in the following form and with the necessary information inserted:

“Unless permitted under securities legislation, the holder of this security must not trade the security before the date that is four months and a day after the later of (i)[insert date of distribution] and (ii) the date the issuer became a reporting issuer in any province or territory.”

(h) that the Subscriber has been offered the opportunity to ask questions and receive answers from management concerning the Company, the Purchased Shares and the terms and conditions of this Offering and any such request for information has been complied with to the Subscriber’s satisfaction;

(i) that the Subscriber has not received or been provided with a prospectus, an offering memorandum (including as such term is defined in the Securities Act (Alberta)) 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 not upon any other representation as to fact or otherwise made by or on behalf of the Company;

(j) that the Subscriber’s decision to subscribe for the Purchased Shares was based solely upon the Term Sheet attached hereto as Exhibit 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 Company);

(k) that no Person has made any written or oral representations:

(i) that any Person will resell or repurchase the Purchased Shares; or

(ii) as to the future price or value of the Common Shares;

(l) that, in the case of a subscription for the Purchased 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, and that this Subscription Agreement is enforceable in accordance with its terms against the Subscriber;

(m) that, if the Subscriber is:

(i) 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 Purchased Shares as contemplated herein and to carry out and perform its obligations under the terms of this Subscription Agreement;

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

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

(n) that 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, and that the Subscriber is not relying on legal or tax advice provided by the Company;

(o) that the execution and delivery of this Subscription Agreement, the performance and compliance with the terms hereof, the subscription for the Purchased 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, bylaws 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) that the Subscriber has obtained all necessary consents and authorities to enable it to agree to subscribe for the Purchased 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 acting in breach of any regulatory or legal requirements of any territory in connection with the Offering or the Subscriber’s subscription;

(q) that the Subscriber is not entitled to be paid any commission in relation to its participation in the Offering;

(r) that the Subscriber is subscribing for the Purchased Shares as principal for its own account and not for the benefit of any other Person (within the meaning of applicable Securities Laws), unless, subject to Subsection 5.3(s), it is subscribing as agent for a Disclosed Principal in which case it has disclosed the name of the Disclosed Principal on the face page of this Subscription Agreement and acknowledges that the Company may be required by law to disclose to certain regulatory authorities the identity of each Disclosed Principal for whom the Subscriber is acting;

(s) that, if the Subscriber is subscribing pursuant to Paragraph 4.2(d)(iii) (Family, Friends and Business Associates exemption), the Subscriber is purchasing as principal and not for a Disclosed Principal;

(t) that, in the case of a subscription for the Purchased 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; and

(u) that 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.

5.4 Acknowledgements and Authorization of all subscribers regarding collection of certain personal information

The Subscriber, on its own behalf and, if applicable, on behalf of others for whom it is acting hereunder, acknowledges, agrees and, in respect of Subsection 5.4(h), authorizes as follows:

(a) that this Subscription Agreement and the exhibits hereto require the Subscriber to provide certain personal information (the “Subscriber Information”) to the Company, that such information is being collected by the Company for the purposes of completing the offering, which includes determining the Subscriber’s eligibility to purchase the Purchased Shares under the Securities Laws and other applicable securities laws, preparing and registering certificates representing the Purchased Shares to be issued to the Subscriber, as the case may be, and completing filings required by any stock exchange or securities regulatory authority;

(b) that if the Subscriber is not resident in or otherwise subject to the Securities Laws applicable in a jurisdiction of Canada, the Subscriber Information may be disclosed by the Company to the applicable securities regulatory authority (or authorities) or regulator in Canada;

(c) that if the Subscriber is resident in or otherwise subject to the Securities Laws applicable in a jurisdiction of Canada, the Subscriber Information will be disclosed by the Company to the applicable securities regulatory authority (or authorities) or regulator in Canada;

(d) that Subscriber Information may also be disclosed by the Company to: (i) stock exchanges, (ii) revenue or taxing authorities and (iii) any of the other parties involved in the Offering, including legal counsel, and may be included in record books in connection with the Offering;

(e) that by executing this Subscription Agreement, the Subscriber is deemed to be consenting to the foregoing collection, use and disclosure of the Subscriber Information;

(f) that the Subscriber has the authority to provide the consents and acknowledgements set out in this Section 5.4 on behalf of each Disclosed Principal;

(g) that Subscriber Information disclosed to a securities regulatory authority (or authorities) or regulator in Canada is collected by such body or bodies under the authority granted in securities legislation, and that such Subscriber Information is being collected for the purposes of the administration and enforcement of the securities legislation of the applicable jurisdiction; and

(h) the Subscriber authorizes the indirect collection of the Subscriber Information by the applicable securities regulatory authority (or authorities) or regulator; and the Subscriber acknowledges that it may contact the official at the applicable authority or regulator as set out below, who can answer questions about the indirect collection of Subscriber Information by such authority or regulator:

(i) British Columbia Securities Commission, P.O. Box 10142, Pacific Centre 701 West Georgia Street, Vancouver, British Columbia V7Y 1L2, Attention: FOI Inquiries, Tel: (604) 899-6854, Toll free in Canada: 1-800-373-6393;

(ii) Alberta Securities Commission, Suite 600, 250 – 5th Street SW, Calgary, Alberta T2P 0R4, Attention: Corporate Secretary and Senior Legal Counsel, Tel: (403) 297-6454, Toll free in Canada: 1-877-355-0585;

(iii) Financial and Consumer Affairs Authority of Saskatchewan, Suite 601 - 1919 Saskatchewan Drive, Regina, Saskatchewan S4P 4H2, Attention: Deputy Director, Legal, Tel: (306) 787-5879;

(iv) The Manitoba Securities Commission, 500 – 400 St. Mary Avenue, Winnipeg, Manitoba R3C 4K5, Attention: Director, Tel: (204) 945-2548, Toll free in Manitoba 1-800-655-5244;

(v) Ontario Securities Commission, 20 Queen Street West, 22nd Floor, Toronto, Ontario M5H 3S8, Attention: Inquiries Officer, Tel: (416) 593- 8314, Toll free in Canada: 1-877-785-1555;

(vi) Autorité des marchés financiers, 800, Square Victoria, 22e étage, C.P. 246, Tour de la Bourse, Montréal, Québec H4Z 1G3, Attention: Secrétaire Générale, Tel: (514) 395-0337 or 1-877-525-0337;

(vii) Financial and Consumer Services Commission (New Brunswick), 85 Charlotte Street, Suite 300, Saint John, New Brunswick E2L 2J2, Attention: Privacy Officer, Tel: (506) 658-3060, Toll free in Canada: 1-866-933-2222;

(viii) Nova Scotia Securities Commission, Suite 400, 5251 Duke Street, Duke Tower, P.O. Box 458, Halifax, Nova Scotia B3J 2P8, Attention: Director of Corporate Finance, Tel: (902) 424-7768;

(ix) Prince Edward Island Securities Office, 95 Rochford Street, 4th Floor Shaw Building, P.O. Box 2000, Charlottetown, Prince Edward Island C1A 7N8, Tel: (902) 368-4569;

(x) Government of Newfoundland and Labrador, Financial Services Regulation Division, P.O. Box 8700, Confederation Building, 2nd Floor, West Block, Prince Philip Drive, St. John’s, Newfoundland and Labrador A1B 4J6, Attention: Director of Securities, Tel: (709) 729-4189;

(xi) Government of Yukon, Department of Community Services, Law Centre, 3rd Floor, 2130 Second Avenue, Whitehorse, Yukon Y1A 5H6, Attention: Superintendent of Securities, Tel: (867) 667-5314;

(xii) Government of the Northwest Territories, Office of the Superintendent of Securities, P.O. Box 1320, Yellowknife, Northwest Territories X1A 2L9, Attention: Deputy Superintendent, Legal & Enforcement, Tel: (867) 920-8984;

(xiii) Government of Nunavut, Department of Justice, Legal Registries Division, P.O. Box 1000, Station 570, 1st Floor, Brown Building, Iqaluit, Nunavut X0A 0H0, Attention: Superintendent of Securities, Tel: (867) 975-6590.

5.5 Acknowledgements and Authorization of all subscribers regarding electronic communications

The Subscriber acknowledges and agrees that so long as it is the holder of any shares in the capital of the Corporation, it hereby consents to receive notices and other communications from the Company by electronic means at the fax, email or other electronic address set forth on the face page of this Subscription Agreement or to such other address as the Subscriber may provide from time to time, either directly or by posting on the Internet, provided that notice of any such posting is given to such address.

5.6 Reliance on Representations, Warranties, Covenants and Acknowledgements

The Subscriber acknowledges and agrees that the representations, warranties, covenants and acknowledgements made by the Subscriber in this Subscription Agreement are made with the intention that they may be relied upon by the Company in determining the Subscriber’s eligibility (and, if applicable, the eligibility of each Disclosed Principal) to purchase the Purchased Shares under the Securities Laws. The Subscriber further agrees that by accepting the Purchased Shares, the Subscriber will be representing and warranting that such representations, warranties, acknowledgements and covenants are true as at the Closing Time with the same force and effect as if they had been made by the Subscriber at the Closing Time and that they will survive the purchase by the Subscriber of the Purchased Shares and will continue in full force and effect notwithstanding any subsequent disposition by the Subscriber of any of the Purchased Shares.

5.7 Representations, Warranties and Covenants of the Company

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

(a) The Company is a Company duly incorporated and organized under the laws of Canada and is presently in good standing thereunder with full corporate power to own its properties and carry on its business as now being conducted.

(b) The Company has full power and authority to enter into this Subscription Agreement and perform the same and to do all other acts which may be necessary to consummate the transaction contemplated hereby.

(c) The Common Shares forming part of the Purchased Shares being sold to the Subscriber in accordance with the provisions hereof will have been duly allotted and reserved for issuance and upon issuance and delivery, will be validly issued and outstanding as fully paid and non-assessable securities.

(d) The Company’s share capital consists of an unlimited number of Common Shares of which, prior to Closing, there shall be 49,709,306 Common Shares which shall be validly issued and outstanding representing fully paid and non-assessable shares in the capital of the Company.

(e) The authorization, execution, delivery and performance by the Company of the Subscription Agreements and the issue and sale of the Purchased Shares do not and will not conflict with and do not and will not result in a breach of any of the terms, conditions or provisions of its constating documents or any agreement or instrument to which the Company is a party.

(f) This Subscription Agreement has been duly executed and delivered by the Company and is a valid agreement enforceable in accordance with its terms.

6.0 SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS

6.1 Survival of Representations, Warranties and Covenants of the Subscriber

The representations, warranties and covenants of the Subscriber contained in this Subscription Agreement will survive the Closing and, notwithstanding such Closing or any investigation made by or on behalf of the Company with respect thereto, will continue in full force and effect for the benefit of the Company.

6.2 Survival of Representations, Warranties and Covenants of the Company

The representations, warranties and covenants of the Company contained in this Subscription Agreement will survive the Closing and, notwithstanding such Closing or any investigation made by or on behalf of the Subscriber with respect thereto, will continue in full force and effect for the benefit of the Subscriber.

7.0 MISCELLANEOUS

7.1 Further Assurances

Each of the parties hereto upon the request of each of the other parties hereto, whether before or after the Closing Time, will do, execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered all such further acts, deeds, documents, assignments, transfers, conveyances, powers of attorney and assurances as may reasonably be necessary or desirable to complete the transactions contemplated herein.

7.2 Notices

7.2.1 Any notice, direction or other instrument required or permitted to be given to any party hereto will be in writing and will be sufficiently given if delivered personally, or transmitted by email tested prior to transmission to such party, as follows:

(a) in the case of the Company, to:

TUCANO GOLD INC.

Attention: Charles Chebry, President

Email: Charles.Chebry@TucanoGold.com

(b) in the case of the Subscriber, at the address specified on the face page hereof.

7.2.2 Any such notice, direction or other instrument, if delivered personally, will 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 will be deemed to have been given and received on the first Business Day next following such day and if transmitted by email, will 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 will be deemed to have been given and received on the first Business Day next following the day of such transmission.

7.2.3 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.

7.3 Time of the Essence

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

7.4 Costs and Expenses

All costs and expenses (including the fees and disbursements of legal counsel) incurred in connection with this Subscription Agreement and the transactions herein contemplated will be paid and borne by the party incurring such costs and expenses.

7.5 Applicable Law

This Subscription Agreement will be construed and enforced in accordance with, and the rights of the parties will be governed by, the laws of the Province of Alberta and the federal laws of Canada applicable therein. Any and all disputes arising under this Subscription Agreement, whether as to interpretation, performance or otherwise, will be subject to the non exclusive jurisdiction of the courts of the Province of Alberta and each of the parties hereto hereby irrevocably attorns to the jurisdiction of the courts of such Province.

7.6 Entire Agreement

This Subscription Agreement, including the Exhibits hereto, constitutes the entire agreement between the parties with respect to the transactions contemplated herein and cancels and supersedes any prior understandings, agreements, negotiations and discussions between the parties. There are no representations, warranties, terms, conditions, undertakings or collateral agreements or understandings, express or implied, between the parties hereto other than those expressly set forth in this Subscription Agreement. This Subscription Agreement may not be amended or modified in any respect except by written instrument executed by each of the parties hereto.

7.7 Counterparts

This Subscription Agreement may be executed in two or more counterparts, each of which will be deemed to be an original and all of which together will constitute one and the same Subscription Agreement. Counterparts may be delivered either in original or scanned form and the parties adopt any signature received electronically as original signatures of the parties.

7.8 Assignment

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

7.9 Enurement

This Subscription Agreement will enure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, successors (including any successor by reason of the amalgamation or merger of any party), administrators and permitted assigns, as the case may be.

7.10 Language

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