STOCK SUBSCRIPTION AGREEMENT

Calais Resources, Inc.

2960 Diagonal Highway, Suite 207
Boulder, Colorado 80301

Attn: Chief Executive Officer

Re: Calais Resources, Inc. Common Stock Subscription

Gentlemen:

The undersigned, on the terms and conditions herein set forth (this “Agreement”), tenders this subscription
to the Company (as hereinafter defined).

1. Definitions.

(a) “Commission” shall mean the Securities and Exchange Commission or any other federal
agency at the time administering the Securities Act.

(b) “Company” shall mean Calais Resources, Inc., a corporation formed under the laws of
British Columbia, Canada.

(c) “Exchange Act” shall mean the Securities and Exchange Act of 1934, as amended, or any
similar successor federal statute and the rules and regulations thereunder, all as the same shall be in effect from time
to time.

(d) “Risk Factors” shall mean the confidential Risk Factors accompanying this Agreement,
attached hereto at Exhibit A.

(e) “Securities Act” shall mean the Securities Act of 1933, as amended, or any similar
successor federal statute and the rules and regulations thereunder, all as the same shall be in effect from time to time.

(f) “Shares” shall mean the shares of the Company’s Common Stock offered pursuant to the
terms of this Agreement.

2. Subscription. Subject to the terms and conditions hereof, the undersigned hereby agrees to
purchase and irrevocably subscribe for the number of Shares of the Company indicated below, effective upon tender
in the manner described herein of the purchase price of One Cent ($0.01) per Share, with a subscription of Sixty
Million (60,000,000) Shares. Tender of the purchase price may be made in the manner and at the time set forth
herein by delivering to the Escrow Agent a wire transfer or cashier check payable pursuant to the instructions set
forth on the Subscription Procedure appendix included herein for the full amount thereof.

The undersigned acknowledges the following:

(a) To affect a subscription for the Shares, the undersigned shall tender as described above
the purchase price in full for the Shares subscribed for hereby at the time that this Agreement is delivered to the
Company. The undersigned’s subscription may be accepted in whole or in part, and may be rejected by the
Company in its sole discretion. If the subscription is accepted in part, any rejected portion of the subscription
proceeds that have been remitted to the Escrow Agent will be promptly refunded to the undersigned without interest.
Subscriptions shall be subject to allotment before and after acceptance.
 (b) The undersigned shall have the right, within Five (5) business days of receipt of any
amendment or supplement to this Agreement that shall contain any material additional or revised information, to
cancel all obligations under this Agreement by duly giving written notice of cancellation within said period to the
Company. Upon such cancellation, the Company shall instruct the Escrow Agent to return to the undersigned an
amount equal to any funds tendered prior to such cancellation. Except as provided in this subparagraph (b), the
undersigned shall not have the right to cancel or terminate its subscription.

(c) If this Offering is terminated prior to consummation, the Company shall instruct the
Escrow Agent to return to the undersigned an amount equal to any funds tendered with the subscription.

Except as provided above, in the event that the offer to sell the Shares is terminated or in the event that the
subscription is rejected by the Company in whole or in part for any reason, the undersigned shall have no claim
against the Company of any kind or nature whatsoever, including any claim as to any interest in the Company or any
property or assets proposed to be developed, owned and operated by the Company.

3. Representations and Understandings. The undersigned (jointly and severally if more than One
(1)) hereby represents, warrants and covenants as follows:

(a) The undersigned acknowledges receipt of a copy of the Risk Factors and Anti-Money
Laundering Form attached hereto at Exhibit A and B, respectively, and that he or she has carefully read, is familiar
with and understands its terms. In connection with the execution of this Agreement, the undersigned agrees to
complete and return the Anti-Money Laundering Form to the Company. In evaluating the suitability of an
investment in the Company, the undersigned has not relied on any representations or other information (whether
written or oral) from the Company, except as expressly set forth in the Risk Factors. The undersigned also
acknowledges that he or she has relied solely upon the information contained herein, in the accompanying Risk
Factors, and upon investigations made by him or her in making the decision to invest in the Company.

(b) THE UNDERSIGNED IS AWARE THAT AN INVESTMENT IN THE COMPANY

INVOLVES A HIGH DEGREE OF RISK AND HAS CAREFULLY CONSIDERED THE RISK FACTORS
ACCOMPANYING THIS SUBSCRIPTION AGREEMENT. These factors include, without limitation, the risk of
intense competition within the Company’s industry, the risk of substantial dilution in the value of the undersigned’s
shares, the lack of liquidity with respect to the Shares and the resulting long-term nature of an investment in the
Company.

(c) The undersigned recognizes that this Agreement, the Risk Factors and the information
furnished by the Company do not constitute investment, accounting, tax or legal advice. Moreover, the undersigned
is not relying on the Company with respect to the undersigned’s tax and other economic circumstances in connection
with his investment. In regard to the tax and other economic considerations related to this investment, the
undersigned has relied on the advice of, or has consulted with, only his or her own professional advisors.

(d) The undersigned is aware that the Shares are being offered and sold under the exemption
provided by Regulation D promulgated under the Securities Act, as well as exemptions under certain state securities
laws for nonpublic offerings, and makes the following representations, declarations and warranties with the intent
that the same shall be relied upon in determining his or her suitability as a subscriber for the Shares.

(e) The Shares hereby subscribed for are being acquired by the undersigned in good faith for
his or her own personal account, not as a nominee or agent, and not with a view to the resale or distribution of any
part thereof, and that the undersigned has no present intention of selling, granting any participation in or otherwise
distributing the same. By executing this Agreement, the undersigned further represents that he or she does not have
any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such
person or to any third person, with respect to any of the Shares.
 (f) The undersigned represents that:

(1) The undersigned is either:

(A) Any natural person whose individual net worth, or joint net worth with
that person’s spouse, exluding the person’s primary residence, exceeds One Million Dollars ($1,000,000.00); or

(B) A natural person who had an individual income in excess of Two

Hundred Thousand Dollars ($200,000.00) in each of the Two (2) most recent years or joint income with his or her
spouse in excess of Three Hundred Thousand Dollars ($300,000.00) in each of those years and has reasonable
expectations of reaching the same income level in the current year; or

(C) A trust with total assets in excess of Five Million Dollars

($5,000,000.00), which was not formed for the specific purpose of acquiring the Shares, and for which a
sophisticated person (as described in Rule 506(b)(2)(ii) promulgated under the Securities Act) makes all investment
decisions; or

(D) Any director, executive officer, or general partner of the Company, or

any director, executive officer, or general partner of a general partner of the Company; or

(E) A tax exempt organization within the meaning of section 501(c)(3) of

the Internal Revenue Code, or a corporation, partnership, Massachusetts or similar business trust, which in each case
has total assets in excess of Five Million Dollars ($5,000,000.00) and was not formed for the specific purpose of
acquiring the Shares; or

(F) A private business development company as defined in Section

202(a)(22) of the Investment Advisers Act of 1940, as amended; or

(G) Any savings and loan association or other institution specified in

section 3(a)(5)(A) of the Securities 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 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 Five Million Dollars ($5,000,000.00); any employee
benefit plan within the meaning of Table I of the Employee Retirement Income Security Act of 1974, if the
investment decision is made by a plan fiduciary, as defined in section 3(21) of such Act, which is a savings and loan
association, or if the employee benefit plan has total assets in excess of Five Million Dollars ($5,000,000.00) or, if a
self-directed plan, with investment decisions made solely by persons that are accredited investors; or

(H) An entity in which all of the equity owners meet at least One (1) of the
criteria set forth in subparagraphs (A) through (G) above; or

(I) If the undersigned is not one of the persons set forth in (A) through (H)
hereinabove, but the undersigned (i) is able to bear the economic risks of an investment in the Shares, and to afford
the complete loss of his or her investment; (ii) has made other speculative investments, and, by reason of his or her
business or financial experience or the business or financial experience of his or her professional advisors who are
unaffiliated with and not compensated by the Company, or any affiliate thereof, directly or indirectly, could be
reasonably assumed to have the capacity to protect his or her own interests in connection with the Offering; or
(iii) has a pre-existing personal or business relationship with either the Company or any affiliate thereof, of such
duration and nature as would enable a reasonably prudent purchaser of a Share to be aware of the character, business
acumen and general business and financial circumstances of the Company or affiliate thereof, and is otherwise
personally qualified to evaluate and assess the risks, nature and other aspects of the Offering; and (iv) has a personal
net worth exclusive of home, home furnishings and personal automobiles of at least Seventy-Five Thousand Dollars
($75,000.00) and an adjusted gross income of at least One Hundred Thousand Dollars ($100,000.00) for the Two (2)
most recent years for which tax returns have been filed and has a reasonable expectation that his or her adjusted
gross income for 2013, before adjustment for investment in the Shares, will be comparable to his or her 2012 and
2011 adjusted gross income. However, if the undersigned has advised the Company in writing that he or she does
not meet the qualifications described above, then the undersigned will provide information about his or her
qualifications and the Company shall decide, in its sole discretion, to accept or reject this subscription. The
Company reserves the right, in its sole discretion, to accept or reject any subscription for Shares regardless of
whether the undersigned meets the qualification in subparagraph (ii) above.

(g) The undersigned represents, warrants and agrees that he or she will not sell or
otherwise transfer the Shares without registration under applicable state securities laws or without an
exemption therefrom and is aware that he or she will be required to bear the financial risks of his or her
purchase for an indefinite period of time because, among other reasons, the Shares have not been registered
with any regulatory authority of any State and, therefore, cannot be transferred or resold unless they are
subsequently registered under applicable state securities laws or an exemption from such registration is
available. The undersigned also understands that the Company is under no obligation to register the Shares
on his or her behalf or to assist him or her in complying with any exemption from registration under
applicable state securities laws other than as may be set forth in this Agreement.

(h) The undersigned recognizes that no federal or state agency has recommended or endorsed
the purchase of the Shares or passed upon the adequacy or accuracy of the information set forth in this Agreement,
and that the Company is relying on the truth and accuracy of the representations, declarations and warranties of the
undersigned contained herein.

(i) The undersigned has at all times been given the opportunity to obtain reasonably
requested additional information, to verify the accuracy of the information received and to ask questions of and
receive answers from certain representatives of the Company concerning the terms and conditions of the Offering
and the nature and prospects of the Company’s business.

(j) The offer to sell the Shares was communicated to the undersigned directly by the
Company by means of a private placement and not through any form of general advertising or solicitation such as
advertisements or other communications in newspapers, magazines or other media, broadcasts on radio or television,
seminars or promotional meetings or any generally circulated letter, circular (other than this Agreement and the Risk
Factors) or other written communication.

(k) The undersigned recognizes that there is a limited public market for the Shares, and there
is no guarantee that a trading market will continue to exist in the future. The Company is under no obligation to
register the Shares under the Securities Act or any state securities laws, or to comply with any exemption available
for the resale of Shares without registration. The transferability of the Shares is restricted. Furthermore, the laws of
various states also may require transferees of the Shares to meet separate standards. Thus, the undersigned realizes
that he or she cannot expect to be able to liquidate his or her investment in the Company readily or at all in the case
of an emergency.

(l) The undersigned is purchasing the Shares for investment for his or her own account and
not with a view to or for sale in connection with any distribution of the Shares to or for the accounts of others. The
undersigned agrees that he or she will not dispose of the Shares hereby subscribed for, or any portion thereof or
interest therein, unless and until counsel for the Company shall have determined that the intended disposition is
permissible and does not violate the Securities Act or the rules and regulations of the Commission thereunder, or the
provisions of any applicable state securities laws, or any rules or regulations thereunder.

(m) The undersigned recognizes that the purchase of the Shares is a speculative investment
and any financial forecasts or other projections, which may have been made by the Company merely, represent
predictions of future events, which may or may not occur and are based on assumptions which may or may not
occur. As a consequence, such financial forecasts or other estimates may not be relied upon to indicate the actual
results, which might be attained.

(n) The undersigned, if a corporation, partnership, trust or other form of business entity, is
authorized and otherwise duly qualified to purchase and hold Shares. Such entity has its principal place of business
as set forth in the signature pages hereof. The undersigned hereby agrees to supply any additional written
information that may be required by the Company.
 (o) The undersigned has not distributed this Agreement or the Risk Factors to anyone other
than the undersigned’s professional advisor or legal or tax counsel, and no one except such professional advisor or
counsel has used this Agreement, and the undersigned has not made any copies thereof except such copies as may
have been distributed to such professional advisor or counsel. The undersigned has not utilized the contents of this
Agreement for any purpose other than to evaluate an investment in the Shares and will return the this Agreement and
the Risk Factors at the request of the Company.

(p) If the undersigned is not a United States citizen, then he or she hereby represents that he
or she has satisfied himself or herself to the full observance of the laws of his or her jurisdiction in connection with
any invitation to subscribe for the Shares or any use of this Agreement, including (i) the legal requirements with his
jurisdiction for the purchase of Shares, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any
governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if
any, which may be relevant to the purchase, holding, redemption, sale or transfer of the Shares. Such subscription by
the undersigned and payment for, and his or her continued beneficial ownership of, the Shares will not violate any
applicable securities or other laws of this jurisdiction.

(q) The undersigned understands and agrees that depending upon his or her state of
residence, a legend in substantially the following form may be placed on all certificates evidencing the Shares:

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY
NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT FOR THESE SHARES UNDER THE SECURITIES ACT OF 1933 OR AN OPINION OF THE
COMPANY’S COUNSEL THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT.

The undersigned agrees that this subscription is subject to each of the following terms and conditions:

(1) The Company shall have the right to accept or reject this subscription in whole
or in part, for any reason, or no reason in its sole and absolute discretion. If all or any part of the subscription is not
accepted, the Company will return the subscription or rejected part thereof to the undersigned without any interest
earned thereon. Subscriptions shall be subject to allotment before and after acceptance.

(2) The Shares to be acquired on account of this subscription will be acquired in the
name of and be delivered only to the undersigned.

(3) Except as otherwise provided herein, neither this subscription nor any agreement
of the undersigned hereunder may be canceled, terminated or revoked by the undersigned without the prior written
consent of the Company, and this subscription and all such agreements shall survive the death, disability or
dissolution of the undersigned.

(4) The undersigned acknowledges the restrictions and limitations set forth in the
this Agreement and the accompanying Risk Factors and specifically agree thereto.

4. Indemnification. The undersigned shall indemnify and hold the Company and its respective
agents and employees, and each of them, harmless from and against any and all loss, damage, liability or expense,
including reasonable attorneys’ fees and costs, which the Company may incur by reason of or in connection with
any misrepresentation made by the undersigned, any breach of the undersigned’s representations and warranties or
the failure of the undersigned to fulfill any of his or her covenants or agreements under this Agreement.

5. Binding Agreement. This Agreement and the representations and warranties contained herein
shall be binding upon and inure to the benefit of any heirs, executors, administrators, successors and assigns of the
undersigned, and shall survive the purchase and issuance of the Shares.

6. Special Suitability Standards. The undersigned acknowledges that there may be other investor
suitability standards in different states which may be more stringent than those set forth in this Agreement and
which may, directly or indirectly, apply to the undersigned.
 7. Amendment and Modification. Neither this Agreement nor any provisions hereof shall be
modified, discharged or terminated except by an instrument in writing signed by the party against whom any waiver,
change, discharge or termination is sought.

8. Counterparts. This Agreement may be executed through the use of separate signature pages or in
any number of counterparts, and each of such counterparts shall, for all purposes, constitute one agreement binding
on all the parties, notwithstanding that all parties are not signatories to the same counterpart.

9. Entire Agreement. This Agreement contains the entire agreement of the parties, and there are no
representations, covenants or other agreements except as stated or referred to herein.

10. Assignment. This Agreement is not transferable or assignable by the undersigned except as may
be provided herein.

11. Governing Law. This Agreement shall be governed by and construed under the laws of the State
of New York, without giving effect to the choice of law principals thereof.

12. Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are
not to be considered in construing or interpreting this Agreement.

13. Notices. Unless otherwise provided, any notice required or permitted under this Agreement shall
be given in writing and shall be deemed effectively given upon personal delivery to the party to be notified by hand
or professional courier service or Five (5) days after deposit with the United States Post office, by registered or
certified mail, postage prepaid and addressed to the party to be notified at the address indicated for such party on the
signature page hereof, or at such other address as such party may designate by Ten (10) days’ advance written notice
to the other parties.

14. The undersigned will take title to his or her Shares as follows: (please fill in)

___________ A Single Person

___________ Community Property

___________ Joint Tenants with Right of Survivorship

___________ A Married (man)(woman) as (his)(her) Separate Property

___________ other: (Corporation, Partnership, Trust, etc.)

please indicate:

_________________________________________________________

IMPORTANT: Potential investors should seek the advice of their attorneys or other professional advisors
in deciding in which of the above forms they should take ownership of the securities, since different forms of
ownership can have varying gift tax, estate tax, income tax and other consequences, depending upon the state of the
investor’s domicile and their particular personal circumstances.
In Witness Whereof, the undersigned has executed this Subscription Agreement on the 25th day of July, 2014.

The subscription consists of 60,000,000 shares of common stock with an offering price of $0.01 per share.

Total Purchase Price: $600,000.00

Ferrilli Investments, S.A.

_____________________________________
Name of Subsciber

_____________________________________ By:__________________________________
Social Security or Federal Tax Signature of Subscriber
Identification Number
` Name:_______________________________

_____________________________________ Title:________________________________
Social Security or Federal Tax
Identification Number

_____________________________________ _____________________________________
Address Signature of Joint Subscriber
(if any)

_____________________________________
City and State Zip Code

_____________________________________
Telephone Number(s)

ACCEPTED BY:

CALAIS RESOURCES, INC.

By: _____________________________________ Date:__________________________________

(The above information must be provided in its entirety. Any failure to complete all of the above information
may result in rejection of or delay of acceptance of this Agreement)
 EXHIBIT A

RISK FACTORS

An investment in our Common Stock is highly speculative and involves a high degree of risk. Before making an
investment decision, you should carefully consider the risks described below. The statements contained herein that
are not historic facts are forward-looking statements that are subject to risks and uncertainties that could cause
actual results to differ materially from those set forth in or implied by forward-looking statements. If any of the
following risks actually occurs, our business, financial condition or results of operations could be harmed. In that
case, the value of our Common Stock could decline, and an investor in our securities may lose all or part of their
investment. Currently, shares of our Common Stock are not publicly traded.

The Company has limited capitalization and lack of working capital and as a result is dependent on raising
funds to grow and expand its business.

Our management has concluded that there is substantial doubt about our ability to continue as a going concern. The
Company has extremely limited capitalization and is dependent on raising funds to grow and expand its businesses.
The Company will endeavor to finance its need for additional working capital through debt or equity financing.
Additional debt financing would be sought only in the event that equity financing failed to provide the Company
necessary working capital. Debt financing may require the Company to mortgage, pledge or hypothecate its assets,
and would reduce cash flow otherwise available to pay operating expenses and acquire additional assets. Debt
financing would likely take the form of short-term financing provided by officers and directors of the Company, to
be repaid from future equity financing. Additional equity financing is anticipated to take the form of one or more
private placements to qualified investors under exemptions from the registration requirements of the Securities Act
of 1933 or a subsequent public offering. However, there are no current agreements or understandings with regard to
the form, time or amount of such financing and there is no assurance that any of this financing can be obtained or
that the Company can continue as a going concern.

The Company has had no revenue and as a result the Company needs to engage in additional, substantial
development work within each of its division.

The Company has had no revenue from its operations which make an evaluation of our future performance and
prospects difficult. Our prospects must be considered in light of the risks, expenses, delays, problems and
difficulties that may be encountered in the expansion of our business based on our planned operations. Furthermore,
the Company faces risks and uncertainties relating to its ability to successfully implement its proposed operations.

The Company is dependent on key personnel and loss of the services of any of these individuals could
adversely affect the conduct of the Company's business.

Initially, success of the Company is entirely dependent upon the management efforts and expertise of the current
management. A loss of the services of any of these individuals could adversely affect the conduct of the Company's
business. In such event, the Company would be required to obtain other personnel to manage and operate the
Company, and there can be no assurance that the Company would be able to employ suitable replacements for the
current management, or that any replacement could be hired on terms favorable to the Company. The Company
currently maintains no key man insurance on the lives of any of its officers or directors.

We cannot guarantee that an active trading market will develop for our Common Stock which may restrict
your ability to sell your shares.

There is no public market for our Common Stock and there can be no assurance that a regular trading market for our
Common Stock will ever develop or that, if developed, it will be sustained. Therefore, purchasers of our Common
Stock should have a long-term investment intent and should recognize that it may be difficult to sell the shares. We
cannot predict if a trading market will develop or how liquid a market might become.
We will need additional financing which we may not be able to obtain on acceptable terms. If we are unable
to raise additional capital, as needed, the future growth of our business and operations would be severely
limited.

A limiting factor on our growth is our limited capitalization which could impact our ability to penetrate new
markets, attract new customers and execute on our business plan. We will require additional funding to achieve our
proposed objectives.

If we raise additional capital through the issuance of debt, this will result in increased interest expense. If we raise
additional funds through the issuance of equity or convertible debt securities, the percentage ownership of the
Company held by existing shareholders will be reduced and our shareholders may experience significant dilution. In
addition, new securities may contain rights, preferences or privileges that are senior to those of our Common
Stock. If additional funds are raised by the issuance of debt or other equity instruments, we may become subject to
certain operational limitations (for example, negative operating covenants). There can be no assurance that
acceptable financing necessary to further implement our plan of operation can be obtained on suitable terms, if at
all. Our ability to develop our business, fund expansion, develop or enhance products or respond to competitive
pressures, could suffer if we are unable to raise the additional funds on acceptable terms, which would have the
effect of limiting our ability to increase our revenues or possibly attain profitable operations in the future.

If a public market does develop, the market price of our Common Stock may fluctuate significantly which
could cause a decline in the value of your shares.

There is no public market for our Common Stock and there can be no assurance that a regular trading market for our
Common Stock will ever develop or that, if developed, it will be sustained. If a public market does develop, the
market price of our Common Stock may fluctuate significantly in response to factors, some of which are beyond our
control.

The market price of our common stock could be subject to significant fluctuations and the market price
could be subject to any of the following factors:

• our failure to achieve and maintain profitability;

• changes in earnings estimates and recommendations by financial analysts;
• actual or anticipated variations in our quarterly and annual results of operations;
• changes in market valuations of similar companies;
• announcements by us or our competitors of significant contracts, new services, acquisitions, commercial
relationships, joint ventures or capital commitments;
• loss of significant clients or customers; and
• loss of significant strategic relationships; and general market, political and economic conditions.

The stock market in general has experienced extreme price and volume fluctuations. Continued market fluctuations
could result in extreme volatility in the price of shares of our Common Stock, which could cause a decline in the
value of our shares. Price volatility may be worse if the trading volume of our Common Stock is low.

Risks Related to our Business

Our mining production activities are highly speculative and involve substantial risks which could result in
material adverse effect on our results and financial condition.

The mining production work on any mining properties may not result in the discovery of mineable deposits of ore in
a commercially economical manner. However if mineable deposits of ore do exist, there may be limited availability
of water, which is essential to mining operations, and interruptions may be caused by adverse weather conditions.
Our operations are subject to a variety of existing laws and regulations relating to exploration and development,
permitting procedures, safety precautions, property reclamation, employee health and safety, air quality standards,
pollution and other environmental protection controls. Our exploration activities are subject to substantial hazards,
some of which are not insurable or may not be insured for economic reasons. Any of these factors could have a
material adverse effect on our results and financial condition.

Compliance with environmental considerations and permitting could have a material adverse effect on the
costs or the viability of our projects. The historical trend toward stricter environmental regulation may
continue, and, as such, represents an unknown factor in our planning processes which could adversely impact
our production and profitability.

All mining in the United States is regulated by the government agencies at the Federal and State levels. Compliance
with such regulation could have a material effect on the economics of our operations and the timing of project
development. Our primary regulatory costs will be related to obtaining licenses and permits from government
agencies before the commencement of mining activities. An environmental impact study that must be obtained on
each property, in order to obtain governmental approval to mine on the properties, is also a part of the overall
operating costs of a mining company.

The gold and mineral mining business is subject not only to worker health and safety, and environmental risks
associated with all mining businesses, but is also subject to additional risks uniquely associated with gold and other
minerals mining. Although we believe that our operations will be in compliance, in all material respects, with all
relevant permits, licenses and regulations involving worker health and safety, as well as the environment, the
historical trend toward stricter environmental regulation may continue. The possibility of more stringent regulations
exists in the areas of worker health and safety, the dispositions of wastes, the decommissioning and reclamation of
mining and milling sites and other environmental matters, each of which could have an adverse material effect on
the costs or the viability of a particular project.

Mining activities are subject to extensive regulation by Federal and State governments. Future changes in
governments, regulations and policies could adversely affect our results of operations for a particular period
and our long-term business prospects.

Mining and exploration activities are subject to extensive regulation by Federal and State Governments. Such
regulation relates to production, development, exploration, exports, taxes and royalties, labor standards,
occupational health, waste disposal, protection and remediation of the environment, mine and mill reclamation, mine
and mill safety, toxic substances and other matters. Compliance with such laws and regulations has increased the
costs of exploring, drilling, developing, constructing, operating mines and other facilities. Furthermore, future
changes in governments, regulations and policies, could adversely affect our results of operations in a particular
period and its long-term business prospects.

The development of mines and related facilities is contingent upon governmental approvals, which are complex and
time consuming to obtain and which, depending upon the location of the project, involve various governmental
agencies. The duration and success of such approvals are subject to many variables outside of our control.

Because of the inherent dangers involved in mining, there is a risk that we may incur liability or damages as
we conduct our business which could have a material adverse effect on the Company’s financial position.

Exploration and establishment of mining operations and production involves numerous hazards. As a result, the
Company may become subject to liability for such hazards, including pollution, cave-ins and other hazards against
which the Company cannot insure or against which the Company may elect not to insure. The payment of such
liabilities may have a material adverse effect on the Company’s financial position.

We cannot accurately predict whether commercial quantities of ore will be established on the properties that
we acquire which could impact the viability of our projects.

Whether an ore body will be commercially viable depends on a number of factors beyond our control, including the
particular attributes of the deposit such as size, grade and proximity to infrastructure, as well as mineral prices and
government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing
and exporting of minerals and environmental protection. We cannot predict the exact effect of these factors, but the
combination of these factors may result in a mineral deposit being unprofitable which would have a material adverse
effect on our business.

We may not be able to establish the presence of minerals on a commercially viable basis which could result in
a part or complete lose of your entire investment.

Substantial expenditures will be required to develop the exploration infrastructure at any site chosen for exploration,
to establish ore reserves through drilling, to carry out environmental and social impact assessments, and to develop
metallurgical processes to extract the metal from the ore. We may not be able to discover minerals in sufficient
quantities to justify commercial operation, and we may not be able to obtain funds required for exploration on a
timely basis. Accordingly, you could lose your entire investment.

We will need to incur substantial expenditures in an attempt to establish the economic feasibility of mining
operations by identifying mineral deposits and establishing ore reserves through drilling and other techniques,
developing metallurgical processes to extract metals from ore, designing facilities and planning mining operations.
The economic feasibility of a project depends on numerous factors beyond our control, including the cost of mining
and production facilities required to extract the desired minerals, the total mineral deposits that can be mined using a
given facility, the proximity of the mineral deposits to a user of the minerals, and the market price of the minerals at
the time of sale. Our existing or future exploration programs or acquisitions may not result in the identification of
deposits that can be mined profitably and you could lose your entire investment.

Our exploration activities are subject to various local laws and regulations which may have a material
adverse effect on our result and financial conditions.

We are subject to local laws and regulation governing the exploration, development, mining, production, importing
and exporting of minerals, taxes, labor standards, occupational health, waste disposal, protection of the environment,
mine safety, toxic substances, and other matters. We require licenses and permits to conduct exploration and mining
operations. Amendments to current laws and regulations governing operations and activities of mining companies or
more stringent implementation thereof could have a material adverse impact on our Company. Applicable laws and
regulations will require us to make certain capital and operating expenditures to initiate new operations. Under
certain circumstances, we may be required to close an operation once it is started until a particular problem is
remedied or to undertake other remedial actions. This would have a material adverse effect on our results and
financial condition.

We are subject to the volatility of metal and mineral prices such volatility may result in prices at levels that
will make it not feasible to continue our exploration activities, or commence or continue commercial
production which could adversely impact our production and profitability.

The economics of developing metal and mineral properties are affected by many factors beyond our control
including, without limitation, the cost of operations, variations in the grade ore or resource mined, and the price of
such resources. The market prices of the metals for which we are exploring are highly speculative and volatile.
Depending on the price of gold or other resources, we may determine that it is impractical to commence or continue
commercial production. The price of gold has fluctuated widely in recent years. The price of gold and other metals
and minerals may not remain stable, and such prices may not be at levels that will make it feasible to continue our
exploration activities, or commence or continue commercial production.

We may not have clear title to our properties which could result in a material effect on our business and may
cause temporary or complete cessation of mining activities.

Acquisition of title to mineral properties is a very detailed and time-consuming process, and title to our properties
may be affected by prior unregistered agreements or transfer, or undetected defects. There is a risk that we may not
have clear title to all our mineral property interests, or they may be subject to challenge or impugned in the future,
which would have a material adverse effect on our business and may result in temporary or complete cessation of
mining activates.
Our mineral property interests may be subject to other mining licenses which could result in an inability to
mine properties that we acquire which could adversely impact the viability of our mining claims and
concessions.

There can be no guarantee that we will be successful in negotiating with mining license owners to acquire their
rights if we determine that we need their permission to drill or mine on the land covered by such mining licenses. If
we are unable to obtain the necessary rights, viability of our mining claims and concessions could be materially
impacted and we may not be able to develop any such properties.
 EXHIBIT B

ANTI MONEY LAUNDERING REQUIREMENTS

The USA PATRIOT Act

The USA PATRIOT Act is designed to detect, deter, and punish terrorists in the United States and abroad. The Act
imposes new anti-money laundering requirements on brokerage firms and financial institutions. Since April 24,
2002 all brokerage firms have been required to have new, comprehensive anti-money laundering programs.

To help you understand these efforts, we want to provide you with some information about money laundering and
our steps to implement the USA PATRIOT Act.

What is money laundering?

Money laundering is the process of disguising illegally obtained money so that the funds appear to come from
legitimate sources or activities. Money laundering occurs in connection with a wide variety of crimes, including
illegal arms sales, drug trafficking, robbery, fraud, racketeering, and terrorism.

How big is the problem and why is it important?

The use of the U.S. financial system by criminals to facilitate terrorism or other crimes could well taint our financial
markets. According to the U.S. State Department, one recent estimate puts the amount of worldwide money
laundering activity at $1 trillion a year.

What are we required to do to eliminate money laundering?

Under rules required by the USA PATRIOT Act, our anti-money laundering program must designate a special
compliance officer, set up employee training, conduct independent audits, and establish policies and procedures to
detect and report suspicious transaction and ensure compliance with such laws. As part of our required program, we
may ask you to provide various identification documents or other information. We will ask you for your name,
address, date of birth and other information that will allow us to identify you. We will ask to see a non-expired valid
issued government identification, such as your driver’s license or other identifying documents. Until you provide the
information or documents we need, we may not be able to effect any transactions for you.
 ANTI-MONEY LAUNDERING INFORMATION FORM
The following is required in accordance with the AML provision of the USA PATRIOT ACT.
(Please fill out and return with requested documentation.)

INVESTOR NAME: ____________________________________________________________

LEGAL ADDRESS: ____________________________________________________________

____________________________________________________________
SSN# or TAX ID#
OF INVESTOR: ____________________________________________________________

FOR INVESTORS WHO ARE INDIVIDUALS:

YEARLY INCOME: __________________________ AGE: ____________

NET WORTH: _____________________________________________________________________*

* For purposes of calculating your net worth in this form, (a) your primary residence shall not be included as an
asset; (b) indebtedness secured by your primary residence, up to the estimated fair market value of your primary
residence at the time of your purchase of the securities, shall not be included as a liability (except that if the
amount of such indebtedness outstanding at the time of your purchase of the securities exceeds the amount
outstanding 60 days before such time, other than as a result of the acquisition of your primary residence, the
amount of such excess shall be included as a liability); and (c) indebtedness that is secured by your primary
residence in excess of the estimated fair market value of your primary residence at the time of your purchase of
the securities shall be included as a liability.

OCCUPATION: ________________________________________________________________

ADDRESS OF EMPLOYER: _____________________________________________________

_____________________________________________________

INVESTMENT OBJECTIVE(S):

IDENTIFICATION & DOCUMENTATION AND SOURCE OF FUNDS:

1. Please submit a copy of non-expired identification for the authorized signatory(ies) on the investment documents,
showing name, date of birth, address and signature. The address shown on the identification document
MUST match the Investor’s address shown on the Investor Signature Page.

Current Driver’s License or Valid Passport or Identity Card

(Circle one or more)

2. If the Investor is a corporation, limited liability company, trust or other type of entity, please submit the
following requisite documents: (i) Articles of Incorporation, By-Laws, Certificate of Formation, Operating
Agreement, Trust or other similar documents for the type of entity; and (ii) Corporate Resolution or power of
attorney or other similar document granting authority to signatory(ies) and designating that they are permitted to
make the proposed investment.

3. Please advise where the funds were derived from to make the proposed investment (e.g., savings, investments,
proceeds of sale, etc.):_________________________________________________________________________

Signature: ___________________________________________
Print Name: _________________________________________
Title (if applicable): ___________________________________
Date: