Common use of Conditions to Purchase Obligation Clause in Contracts

Conditions to Purchase Obligation. 7.1 The following are conditions of the Purchasers’ obligations to close the purchase of the Common Shares from the Corporation as contemplated hereby, which conditions the Corporation covenants to exercise its commercially reasonable best efforts (other than with respect to 7.1(b) which it shall use its best efforts) to have fulfilled at or prior to the Closing Date and which conditions may be waived in writing in whole or in part by the Agent on their own behalf and on behalf of the Purchasers: (a) the Corporation’s board of directors shall have authorized and approved this Agreement, the form of Subscription Agreements, the Agent’s Warrant and all other agreements and instruments prepared in connection with the Offering, the sale of the Common Shares, the issuance of the Compensation Warrant Shares and all matters relating to the foregoing; (b) each of the TSX and Amex shall have approved the Offering, the listing of the Common Shares issuable pursuant to the Offering, the grant and issue of the Agent’s Warrants and the issue and listing of the Compensation Warrant Shares on the exercise thereof and each of the TSX and Amex shall not have disallowed the payment of the Agent’s Fee or the Work Fee (in whole or in part); (c) as at the Closing Date, the Corporation will deliver a certificate addressed to the Agent, signed by its Chief Executive Officer, certifying that: (i) there has been no adverse material change (actual, proposed or prospective, whether financial or otherwise) in the business, affairs, operations, prospects, assets, liabilities (contingent or otherwise) or capital of the Corporation, on a consolidated basis, since the Effective Date, which has not been disclosed to the Agent; (ii) the representations and warranties of the Corporation contained in this Agreement and the Subscription Agreements are true and correct at the Time of Closing on the Closing Date, with the same force and effect as if made by the Corporation as at the Time of Closing on the Closing Date; (iii) the Corporation has complied with all the covenants and satisfied all the terms and conditions of this Agreement and as contained in the Subscription Agreements on its part to be complied with or satisfied or waived in writing by the Agent at or prior to the Time of Closing on the Closing Date; (iv) the charter documents, including any amendments thereto, attached to the officer’s certificate are full, true and correct copies and are in full force and effect; (d) the Corporation will have caused a favourable legal opinion to be delivered by Corporation’s Counsel, addressed to the Agent, Agent’s Counsel and the Purchasers dated as of the Closing Date, substantially in the form of the legal opinion annexed hereto as Schedule “C”. In giving such opinion, Corporation’s Counsel shall be entitled, as to matters of fact not within its knowledge, to rely upon a certificate of fact from responsible persons in a position to have knowledge of such facts and their accuracy; (e) the Corporation shall have received the aggregate purchase price for all Common Shares sold directly by it and the Corporation has held such funds or has caused to have such funds held, as applicable, in escrow and such funds continue to be held in escrow until the Closing; (f) the delivery by the Corporation of such other certificates, statutory declarations, agreements or materials, in form and substance satisfactory to the Agent and Agent’s Counsel, acting reasonably, as the Agent and Agent’s Counsel may reasonably request; and (g) the Corporation shall have complied with and fulfilled all of the terms, covenants and conditions of this Agreement on its part to be complied with or fulfilled up to the Time of Closing on the Closing Date.

Conditions to Purchase Obligation. 7.1 The following are conditions of the Agents' and the Purchasers’ ' obligations to close the purchase of the Flow Through Common Shares and Additional Shares from the Corporation Company as contemplated hereby, which conditions the Corporation Company covenants to exercise its commercially reasonable best efforts (other than with respect to 7.1(b) which it shall use its best efforts) to have fulfilled at or prior to the Closing Date and Date, which conditions may be waived in writing in whole or in part by the Agent Agents on their own behalf and on behalf of the Purchasers: (a) the Corporation’s Company's board of directors shall have authorized and approved this Agreementagreement, the form forms of Subscription Agreements, the Agent’s Compensation Warrant Certificate and all any other agreements and instruments prepared in connection with or documents pursuant to which the Offering, the sale of the Flow Through Common Shares, Additional Shares, Compensation Warrants and Underlying Compensation Securities are to be issued, the issuance of the Flow Through Common Shares, Additional Shares, Compensation Warrant Shares Warrants, and Underlying Compensation Securities and all matters relating to the foregoing; (b) each the Company shall have made and/or obtained the necessary filings, approvals, consents and acceptances of the TSX appropriate regulatory authorities in the Qualifying Provinces and Amex shall have approved the OfferingExchange in connection with the Offerings, the listing of the Common Shares issuable pursuant on terms which are acceptable to the Offering, the grant and issue of the Agent’s Warrants Company and the issue and listing of Agents, acting reasonably, on or prior to the Compensation Warrant Shares on Closing Date, it being understood that the exercise thereof and each of Agents shall do all that is reasonably required to assist the TSX and Amex shall not have disallowed the payment of the Agent’s Fee or the Work Fee (in whole or in part)Company to fulfil this condition; (c) the Flow Through Common Shares, Additional Shares and Underlying Compensation Securities shall have been conditionally accepted for listing and will, as at soon as possible following their issue, be posted for trading on the Exchange (subject only to the usual conditions of the Exchange); (d) the Company shall deliver a certificate of the Company under its corporate seal and signed on behalf of the Company, without personal liability, by the President and Chief Executive Officer of the Company and one of the other senior officers of the Company as may be acceptable to the Agents, acting reasonably, addressed to the Agents, their counsel and to the Purchasers and dated the Closing Date, the Corporation will deliver a certificate addressed in form and content satisfactory to the Agent's counsel, signed by its Chief Executive Officeracting reasonably, certifying that: (i) there no order ceasing or suspending trading in any securities of the Company or prohibiting the issuance and sale of the Flow Through Common Shares, Additional Shares, Compensation Warrants, Underlying Compensation Securities or any of the Company's issued securities has been issued and no adverse material change (actualproceedings for such purpose are pending or, proposed or prospective, whether financial or otherwise) in to the business, affairs, operations, prospects, assets, liabilities (contingent or otherwise) or capital best of the Corporationknowledge, on a consolidated basisinformation and belief of such officers, since the Effective Dateafter due inquiry, which has not been disclosed to the Agentthreatened; (ii) the representations and warranties of the Corporation Company contained in this Agreement and the Subscription Agreements agreement are true and correct at the Time of Closing on the Closing DateClosing, with the same force and effect as if made by the Corporation Company as at the Time of Closing on Closing, after giving effect to the Closing Date;transactions contemplated hereby; and (iii) the Corporation Company has complied with all the covenants and satisfied all the terms and conditions of this Agreement and as contained in the Subscription Agreements agreement on its part to be complied with or satisfied or waived in writing by the Agent at or prior to the Time of Closing on which have not otherwise been waived pursuant to the Closing Dateterms of this agreement; (ive) the charter documentsCompany shall have accepted the Subscription Agreements with the Purchasers and, including any amendments theretounless the Company reasonably believes it would be unlawful or contrary to Exchange Approval to do so, attached have accepted each duly executed Subscription Agreement accompanied by the required subscription funds submitted to the officer’s certificate are full, true and correct copies and are in full force and effectCompany; (df) the Corporation Company will have caused a favourable legal opinion to be delivered by Corporation’s Counsel, its counsel addressed to the AgentAgents, Agent’s Counsel their counsel and the Purchasers dated with respect to such matters as the Agents may reasonably request relating to this transaction, acceptable in all reasonable respects to the Agents' counsel, including to the effect that: (i) the Company has been incorporated and is validly subsisting under the laws of the Closing Dateits jurisdiction of incorporation and has all requisite corporate power, substantially in the form of the legal opinion annexed hereto authority and capacity to carry on its business as Schedule “C”. In giving such opinionnow conducted and to own, Corporation’s Counsel shall be entitled, as to matters of fact not within lease and operate its knowledge, to rely upon a certificate of fact from responsible persons in a position to have knowledge of such facts properties and their accuracyassets; (eii) the Corporation shall have received Company has the aggregate purchase price for all corporate capacity and power to execute and deliver this agreement, the Subscription Agreements and any additional agreements or certificates relating to the issuance of the Flow Through Common Shares sold directly by it Shares, Additional Shares, Compensation Warrants and the Corporation has held such funds or has caused Underlying Compensation Securities and to have such funds held, as applicable, in escrow perform its obligations hereunder and such funds continue to be held in escrow until the Closingthereunder; (fiii) this agreement, the Subscription Agreements and the other agreements, certificates or instruments pursuant to which the Flow Through Common Shares, Additional Shares, Compensation Warrants and Underlying Compensation Securities are to be issued and sold have been duly authorized, executed and delivered by the Company and are legally binding upon the Company and enforceable in accordance with their respective terms (subject to the usual qualifications); (iv) the delivery Compensation Warrants have been validly created and issued; (v) the Underlying Compensation Securities have been duly allotted and reserved for issuance and when issued in accordance with the terms of the Compensation Warrant Certificate and upon receipt by the Corporation of such other certificates, statutory declarations, agreements or materials, in form and substance satisfactory to the Agent and Agent’s Counsel, acting reasonably, as the Agent and Agent’s Counsel may reasonably request; and (g) the Corporation shall have complied with and fulfilled all Company of the termsproper consideration therefor, covenants will be validly issued as fully paid and conditions of this Agreement on its part to be complied with or fulfilled up to the Time of Closing on the Closing Date.non-assessable Shares;

Conditions to Purchase Obligation. 7.1 6.1 The following are conditions of the Agent’s and the Purchasers’ obligations to close the purchase of the Common Shares Convertible Notes from the Corporation Company as contemplated hereby, which conditions the Corporation Company covenants to exercise its commercially reasonable best efforts (other than with respect to 7.1(b) which it shall use its best efforts) to have fulfilled at or prior to the Closing Date and Date, which conditions may be waived in writing in whole or in part by the Agent on their its own behalf and on behalf of the Purchasers: (a) the CorporationCompany’s board of directors shall have authorized and approved this Agreementagreement, the form forms of Subscription Agreements, the Agent’s Convertible Note Certificates, Warrant Certificates, Compensation Option Certificate and all any other agreements or documents pursuant to which the Convertible Notes, Unit Shares, Warrants, Warrant Shares, Compensation Options and instruments prepared in connection with the Offering, the sale of the Common SharesUnderlying Compensation Securities are to be issued, the issuance of the Convertible Notes, Warrants, Warrant Shares, Compensation Warrant Shares Options and Underlying Compensation Securities and all matters relating to the foregoing; (b) each the Company shall have made and/or obtained the necessary filings, approvals, consents and acceptances of the TSX appropriate regulatory authorities in the Qualifying Provinces and Amex shall have approved the Exchange in connection with the Offering, the listing of the Common Shares issuable pursuant on terms which are acceptable to the Offering, the grant Company and issue of the Agent’s Warrants and , acting reasonably, on or prior to the issue and listing of Closing Date, it being understood that the Compensation Warrant Shares on Agent shall do all that is reasonably required to assist the exercise thereof and each of the TSX and Amex shall not have disallowed the payment of the Agent’s Fee or the Work Fee (in whole or in part)Company to fulfil this condition; (c) the Unit Shares, Warrant Shares, Compensation Unit Shares and Compensation Warrant Shares shall have been conditionally accepted for listing and will, as at soon as possible following their issue, be posted for trading on the Closing Date, Exchange (subject only to the Corporation will usual conditions of the Exchange); (d) the Company shall deliver a certificate of the Company, signed on behalf of the Company, without personal liability, by a senior officer of the Company as may be acceptable to the Agent, acting reasonably, addressed to the Agent, signed by its Chief Executive Officercounsel and to the Purchasers and dated the Closing Date, in form and content satisfactory to the Agent’s counsel, acting reasonably, certifying that: (i) there no order ceasing or suspending trading in any securities of the Company or prohibiting the issuance and sale of the Convertible Notes, Unit Shares, Warrants, Warrant Shares, Compensation Options, Underlying Compensation Securities or any of the Company’s issued securities has been issued and no adverse material change (actualproceedings for such purpose are pending or, proposed or prospective, whether financial or otherwise) in to the business, affairs, operations, prospects, assets, liabilities (contingent or otherwise) or capital best of the Corporationknowledge, on a consolidated basisinformation and belief of such officers, since the Effective Dateafter due inquiry, which has not been disclosed to the Agentthreatened; (ii) the representations and warranties of the Corporation Company contained in this Agreement and the Subscription Agreements agreement are true and correct at the Time of Closing on the Closing DateClosing, with the same force and effect as if made by the Corporation Company as at the Time of Closing on Closing, after giving effect to the Closing Date;transactions contemplated hereby; and (iii) the Corporation Company has complied with all the covenants and satisfied all the terms and conditions of this Agreement and as contained in the Subscription Agreements agreement on its part to be complied with or satisfied or waived in writing by the Agent at or prior to the Time of Closing on which have not otherwise been waived pursuant to the Closing Dateterms of this agreement; (ive) the charter documentsCompany shall have accepted the Subscription Agreements with the Purchasers and, including unless the Company, acting reasonably, makes the determination that it is prudent to reject any amendments theretosuch Subscription Agreement, attached the Company will accept each duly executed Subscription Agreement accompanied by the required subscription funds submitted to the officer’s certificate are full, true and correct copies and are in full force and effectCompany; (df) the Corporation Company will have caused a favourable legal opinion to be delivered by Corporation’s Counsel, its counsel addressed to the Agent, Agent’s Counsel its counsel and the Purchasers dated in the Qualifying Provinces with respect to such matters as the Agent may reasonably request relating to this transaction, acceptable in all reasonable respects to the Agent’s counsel, including to the effect that: (i) the Company is validly subsisting under the laws of the Closing DateProvince of Ontario and has all requisite corporate power, substantially authority and capacity to carry on its business as now conducted and to own, lease and operate its properties and assets; (ii) the Company has the corporate capacity and power to execute and deliver this agreement, the Subscription Agreements and any additional agreements or certificates relating to the issuance of the Convertible Notes, Unit Shares, Warrants, Warrant Shares, Compensation Options and Underlying Compensation Securities and to perform its obligations hereunder and thereunder; (iii) this agreement, the Subscription Agreements and the other agreements, certificates or instruments pursuant to which the Convertible Notes, Unit Shares, Warrants, Warrant Shares, Compensation Options and Underlying Compensation Securities are to be issued have been duly authorized, and the Convertible Notes and Compensation Options have been duly executed and delivered by the Company and are legally binding upon the Company and enforceable in accordance with their respective terms (subject to the usual qualifications); (iv) the Notes and the Compensation Options have been validly created and issued; (v) the Unit Shares, Warrants, Convertible Notes, Warrant Shares, and Underlying Compensation Securities have been reserved for issuance and when issued upon the right of conversion (including automatic conversion) or purchase, as the case may be, in accordance with the terms of the Convertible Note Certificates, Warrant Certificates and the Compensation Option Certificate, respectively, and upon receipt by the Company of the proper consideration therefor, and in the form case of the Unit Shares, Convertible Notes, Warrant Shares, Compensation Unit Shares and Compensation Warrant Shares will be validly issued as fully paid and non- assessable; (vi) the Exchange has conditionally approved the Units Shares, Warrants Shares, Compensation Unit Shares and Compensation Warrant Shares for listing, subject to the Corporation fulfilling all of the requirements of the Exchange as set out in the Exchange’s conditional approval letter dated June 3, 2004, and subject to the Exchange’s discretion to refuse to provide final acceptance for the subscription of a subscriber; (vii) the execution and delivery of this agreement, the Subscription Agreements and the other agreements, certificates or instruments pursuant to which the Convertible Notes, Unit Shares, Warrants, Warrant Shares, Compensation Options and Underlying Compensation Securities are to be issued, the fulfilment of the terms hereof and thereof, the issue, sale and delivery at the Closing Date of the Convertible Notes and Compensation Options (and any securities issuable, directly or indirectly, thereunder) do not and will not result in a breach of and do not create a state of facts which after notice or lapse of time or both will result in a breach of, and do not and will not conflict with, any of the terms, conditions or provisions of the constating documents of the Company; (viii) the offering, sale and delivery by the Company of the Convertible Notes to the Purchasers and the Compensation Options to the Agent are exempt from the prospectus and registration requirements of the Applicable Securities Laws and no documents are required to be filed, proceedings taken or approvals, permits, consents, orders or authorizations obtained under the Applicable Securities Laws to permit such offering, sale and delivery, other than the filing of any private placement reports, fees or undertakings required to be filed under such laws; (ix) the issue and delivery of the Unit Shares and Warrants upon due conversion of the Convertible Notes, the Warrant Shares and Compensation Warrant Shares upon due exercise of the Warrants, and the Compensation Unit Shares and Compensation Warrants upon due excise of the Compensation Options are exempt from the prospectus and registration requirements of the Applicable Securities Laws and no documents are required to be filed, proceedings taken or approvals, permits, consents, orders or authorizations obtained under the Applicable Securities Laws to permit such issue and delivery, other than the filing of any private placement reports, fees or undertakings required to be filed under such laws; (x) as to the first trade rights and restrictions relating to the Convertible Notes, Unit Shares, Warrants, Warrant Shares and Underlying Compensation Securities; and (xi) as to such other legal opinion annexed hereto as Schedule “C”matters which counsel for the Company and the Agent, acting reasonably, may agree upon. In giving such opinionopinions, Corporation’s Counsel counsel to the Company shall be entitled, entitled to rely where appropriate upon local counsel and shall be entitled as to matters of fact not within its knowledge, their knowledge to rely upon a certificate of fact from responsible persons in a position to have knowledge of such facts and their accuracyaccuracy and shall be entitled to rely on certificates of such public officials and other persons as are necessary or appropriate. The Company agrees, and the aforesaid legal opinion shall expressly provide, that the Agent may deliver copies of the opinion to each of the addressees thereof; (eg) The directors and senior officers of the Company shall execute and deliver the special covenant addressed to the Agent set out in Appendix I of Schedule “A” to this agreement; and (h) the Corporation Agent shall have received the aggregate purchase price for all Common Shares sold directly by it and the Corporation has held such funds or has caused to have such funds held, as applicable, in escrow and such funds continue to be held in escrow until the Closing; (f) the delivery by the Corporation of such other certificates, statutory declarations, opinions, agreements or and materials, in form and substance satisfactory to the Agent and Agent’s Counsel, acting reasonablyits counsel, as the Agent and Agent’s Counsel or its counsel may reasonably request; and (g) the Corporation shall have complied with and fulfilled all of the terms, covenants and conditions of this Agreement on its part to be complied with or fulfilled up to the Time of Closing on the Closing Date.

Conditions to Purchase Obligation. 7.1 5.1 The following are conditions of the PurchasersAgents’ obligations to close the purchase sale of the Common Shares from by the Corporation as contemplated hereby, which conditions the Corporation covenants to exercise its commercially reasonable best efforts (other than with respect to 7.1(b) which it shall use its best efforts) to have fulfilled at on or prior to the Closing Date and Date, which conditions may be waived in writing in whole or in part by the Agent Agents: (a) the Corporation will have made and/or obtained the necessary filings, approvals, consents and acceptances to or from, as the case may be, the Securities Commissions and the Exchange required to be made or obtained by the Corporation in connection with the Offering, on their own behalf terms which are acceptable to the Corporation and the Agents, acting reasonably, prior to the Closing Date, it being understood that the Agents will do all that is reasonably required to assist the Corporation to fulfill this condition; (b) the Corporation shall have delivered to the Agents without charge and in such numbers as the Agents may reasonably request, within 24 hours of the issuance of the MRRS decision document or receipt for the Preliminary Prospectus by each of the Qualifying Provinces, or such later time as may be agreed upon by the Corporation and the Agents, in such Canadian cities as the Agents may reasonably request, the reasonable requirements of conformed commercial copies of the Preliminary Prospectus in the English language; (c) the Corporation shall have delivered to the Agents without charge and in such numbers as the Agents may reasonably request, within 24 hours of the issuance of the MRRS decision document or receipt for the Final Prospectus by each of the Qualifying Provinces, or such later time as may be agreed upon by the Corporation and Dundee on behalf of the Purchasers:Agents, in such Canadian cities as Dundee, on behalf of the Agents, may reasonably request, the reasonable requirements of conformed commercial copies of the Final Prospectus and any Supplementary Material, if applicable, in the English language; (ad) the Corporation shall have delivered to the Agents, without charge and in such numbers and in such cities as Dundee, on behalf of the Agents, may reasonably request, commercial copies of the U.S. Preliminary Wrap and the U.S. Final Wrap and any amendments thereto; (e) the Shares will have been accepted for listing by the Exchange, subject to the usual conditions of the Exchange, and will, at the opening of trading on the Exchange on the Closing Date, be accepted for trading on the Exchange; (f) the Corporation’s board of directors shall will have authorized and approved this Agreement, the form of Subscription Agreements, the Agent’s Warrant and all other agreements and instruments prepared in connection with the OfferingAgreement, the sale and issuance of the Common Shares, the issuance of the Compensation Warrant Options, the issuance of the Agents’ Shares upon the exercise of the Compensation Options and all matters relating to the foregoing; (bg) each of the TSX and Amex shall have approved the Offering, the listing of the Common Shares issuable pursuant to the Offering, the grant and issue of the Agent’s Warrants and the issue and listing of the Compensation Warrant Shares on the exercise thereof and each of the TSX and Amex shall not have disallowed the payment of the Agent’s Fee or the Work Fee (in whole or in part); (c) as at the Closing Date, the Corporation will deliver a certificate of the Corporation and signed on behalf of the Corporation, but without personal liability, by the Chief Executive Officer of the Corporation and the Chief Financial Officer of the Corporation or such other senior officers of the Corporation as may be acceptable to the Agents, acting reasonably, addressed to the AgentAgents and their counsel and dated the Closing Date, signed by its Chief Executive Officerin form and content satisfactory to the Agents, acting reasonably, certifying that: (i) no order ceasing or suspending trading in any securities of the Corporation or prohibiting the sale of the Shares or any of the Corporation’s issued securities has been issued and no proceedings for such purpose are pending or, to the knowledge of such officers, threatened; (ii) there has been no adverse material change (actual, proposed or prospective, whether financial or otherwise) in the business, affairs, operations, prospects, assets, liabilities (contingent or otherwise) or capital of the Corporation, on a consolidated basis, Corporation since the Effective Date, date of this Agreement which has not been disclosed to the Agentgenerally disclosed; (iiiii) no material change relating to the Corporation, except for the Offering, has occurred with respect to which the requisite material change statement or report has not been filed and no such disclosure has been made on a confidential basis; (iv) the representations and warranties of the Corporation contained in this Agreement and the Subscription Agreements are true and correct in all material respects at the Time of Closing on the Closing DateTime, with the same force and effect as if made by the Corporation as at the Closing Time of Closing on after giving effect to the Closing Datetransactions contemplated hereby; (iiiv) the Corporation has complied with all the covenants and satisfied all the terms and conditions of this Agreement and as contained in the Subscription Agreements on its part to be complied with or satisfied or satisfied, other than conditions which have been waived in writing by the Agent Agents, at or prior to the Time of Closing on Time; and (vi) such other matters as the Closing DateAgents may reasonably request; (iv) the charter documents, including any amendments thereto, attached to the officer’s certificate are full, true and correct copies and are in full force and effect; (dh) the Corporation will have caused a favourable legal opinion to be delivered by Corporation’s Counsel, its legal counsel addressed to the AgentAgents, Agent’s Counsel in form and substance satisfactory to the Purchasers dated as Agents acting reasonably, including in respect of the Closing Date, substantially those matters identified in the form of the legal opinion annexed hereto as Schedule “C”A” hereto. In giving such opinion, Corporation’s Counsel counsel to the Corporation shall be entitledentitled to rely, to the extent appropriate in the circumstances, upon local counsel or to arrange, to the extent appropriate, for separate opinions of local counsel and shall be entitled as to matters of fact not within its knowledge, to rely upon a certificate of fact from responsible persons in a position to have knowledge of such facts and their accuracy; (ei) in the Corporation event that a Person in the United States has agreed to purchase Shares, the Agents shall have received at the aggregate purchase price for all Common Shares sold directly by it and Closing Time a legal opinion from the Corporation has held such funds or has caused to have such funds held, as applicable, in escrow and such funds continue to be held in escrow until Corporation's United States counsel dated the Closing; (f) the delivery by the Corporation of such other certificates, statutory declarations, agreements or materialsClosing Date, in form and substance satisfactory to the Agents, addressed to the Agents, to the effect that no registration of the Shares will be required under the U.S. Securities Act, in connection with the offering of the Shares for sale in the United States provided that the offer and sale of Shares in the United States is made in accordance with the terms set out in this Agreement, including Schedule "B" hereto; (j) the Corporation will have caused a favourable title opinion with respect to the lands that comprise the Detour Lake Property to be delivered, in form and substance satisfactory to the Agents, acting reasonably; (k) the Corporation will have obtained, on or prior to the completion of the Acquisition, all consents, approvals and authorizations contemplated to be obtained by the Corporation under the Purchase Agreement and all conditions of closing of the Acquisition shall be satisfied or waived; (l) the closing of the Acquisition will have occurred concurrently with the closing of the Offering; (m) the holders of the Seed Shares shall escrow the Seed Shares from the Closing Date until October 23, 2007; (n) Pelangio shall escrow all of the Shares issued to Pelangio pursuant to the Purchase Agreement for a period of six months following the Closing Date; (o) the Corporation will have caused XxXxxxxx, Hurley, Cunningham, LLP to deliver an update of its letter referred to in Section 6.1 below; (p) the Corporation will cause its Transfer Agent to deliver a certificate as to the issued and Agent’s Counseloutstanding common shares of the Corporation as at the close of business on the Business Day immediately preceding the Closing Date; (q) the Corporation will deliver such further certificates and other documentation as may be contemplated in this Agreement or as the Agents’ or their counsel may reasonably require; (r) the Agents not having previously terminated its obligations pursuant to this Agreement; and (s) prior to the Closing Time, no material change (actual, anticipated, contemplated or, to the knowledge of the Corporation, threatened, whether financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of the Corporation shall have occurred. 5.2 The Corporation acknowledges that the Agents and their representatives have not yet completed their due diligence of the Corporation and may terminate their obligations to purchase the Shares up to the Closing Time if any of the Agents, in their sole discretion, acting reasonably, as determine that any due diligence finding will, or may be reasonably expected to, materially affect the Agent and AgentCorporation’s Counsel may reasonably request; and (g) the Corporation shall have complied with and fulfilled all of the terms, covenants and conditions of this Agreement on its part to be complied with or fulfilled up to the Time of Closing on the Closing Dateaffairs.

Conditions to Purchase Obligation. 7.1 5.1 The following are conditions of the Agents' and Purchasers’ ' obligations to close the purchase of the Common Shares Offered Securities from the Corporation Company as contemplated herebyhereby (in respect of which the Agents shall act in good faith in determining whether such conditions have been fulfilled), which conditions the Corporation Company covenants to exercise its commercially reasonable best efforts (other than with respect to 7.1(b) which it shall use its best efforts) to have fulfilled at or prior to the Closing Date and Time of Closing, which conditions may be waived in writing in whole or in part by the Agent on their own behalf and on behalf of the PurchasersAgents: (a) the Corporation’s board of directors shall Company will have authorized made and/or obtained the necessary filings, approvals, consents and approved this Agreementacceptances to or from, as the case may be, the form of Subscription Agreements, Securities Commissions and the Agent’s Warrant and all other agreements and instruments prepared Exchange required to be made or obtained by the Company in connection with the Offering, on terms which are acceptable to the Company and the Agents, acting reasonably, prior to the Closing Date, it being understood that the Agents will do all that is reasonably required to assist the Company to fulfil this condition; (b) the shares comprised in the Offered Securities will have been accepted for listing by the Exchange, subject to the usual conditions, and will, as soon as possible following their issue, be posted for trading on the Exchange; (c) the Company's and the Advisor's boards of directors will have authorized and approved this agreement and such other agreements pursuant to which the Offered Securities are to be issued, the sale of the Common Shares, the and issuance of the Compensation Warrant Shares Offered Securities and all matters relating to the foregoing; (bd) the Company will deliver a certificate under its corporate seal and signed on behalf of each of them by the TSX respective chief executive officer and Amex shall have approved the Offering, the listing of the Common Shares issuable pursuant chief financial officer or such other senior officers as may be acceptable to the OfferingAgents, acting reasonably, addressed to the grant Agents and issue of the Agent’s Warrants and the issue and listing of the Compensation Warrant Shares on the exercise thereof and each of the TSX and Amex shall not have disallowed the payment of the Agent’s Fee or the Work Fee (in whole or in part); (c) as at dated the Closing Date, the Corporation will deliver a certificate addressed in form and content satisfactory to the AgentAgents' counsel, signed by its Chief Executive Officeracting reasonably, certifying that: (i) no order suspending the effectiveness of the Registration Statement or any post-effective amendment thereof has been issued, no order ceasing or suspending trading in any securities of the Company or prohibiting the sale of the Offered Securities or any of the Company's issued securities has been issued and no proceedings for such purpose are pending or, to the knowledge of such officers, threatened; (ii) to the knowledge of such officers, there has been no adverse material change (actual, proposed or prospective, whether financial or otherwise) in the business, affairs, operations, prospects, assets, liabilities (contingent or otherwise) or capital of the Corporation, on a consolidated basis, Company since the Effective Date, date hereof which has not been disclosed to the Agentgenerally disclosed; (iiiii) since the date hereof, no material change relating to the Company, except for the Offering, has occurred; (iv) the pro forma balance sheet as of September 30, 1996 and the pro forma statements of income for the year ended December 31, 1995 and for the nine months ended September 30, 1996 of the Company present fairly the financial condition and results of operation of the Company, on the basis of presentation summarized in the notes thereto; (v) the representations and warranties of the Corporation Company contained in this Agreement and the Subscription Agreements agreement are true and correct at the Time of Closing on the Closing DateClosing, with the same force and effect as if made by the Corporation Company as at the Time of Closing on after giving effect to the Closing Date;transactions contemplated hereby; and (iiivi) the Corporation Company has complied with all the covenants and satisfied all the terms and conditions of this Agreement and as contained in the Subscription Agreements agreement on its part to be complied with or satisfied or waived in writing by the Agent at or prior to the Time of Closing on the Closing DateClosing; (ive) the charter documents, including any amendments thereto, attached to the officer’s certificate are full, true and correct copies and are in full force and effect; (d) the Corporation Company will have caused a favourable legal opinion to be delivered by Corporation’s Counselits Canadian and U.S. counsel, addressed to the Agent, Agent’s Counsel Agents and the Purchasers dated Agents' counsel with respect to such matters as of the Closing DateAgents may reasonably request relating to this transaction, acceptable in all reasonable respects to the Agents' counsel, including substantially those matters identified in the form of the legal opinion annexed hereto as Schedule “"C”" (Canadian counsel) and Schedule "D" (U.S. counsel) hereto. In giving such opinionopinions, Corporation’s Counsel counsel to the Company shall be entitledentitled to rely, to the extent appropriate in the circumstances, upon local counsel and shall be entitled as to matters of fact not within its knowledge, their knowledge to rely upon a certificate of fact from responsible persons in a position to have knowledge of such facts and their accuracy; (e) the Corporation shall have received the aggregate purchase price for all Common Shares sold directly by it and the Corporation has held such funds or has caused to have such funds held, as applicable, in escrow accuracy and such funds continue opinions shall be subject to be held in escrow until the Closingcustomary assumptions, qualifications and exceptions; (f) the delivery by the Corporation Company will deliver a certificate of such other certificates, statutory declarations, agreements or materials, in form its registrar and substance satisfactory transfer agent as to the Agent issued and Agent’s Counsel, acting reasonably, as outstanding shares of common stock of the Agent and Agent’s Counsel may reasonably requestCompany; and (g) the Corporation Offered Securities shall have complied with and fulfilled all be listed on a United States stock exchange which is a "prescribed stock exchange" for the purposes of the termsINCOME TAX ACT (Canada), covenants and conditions shall be either registered under the SECURITIES EXCHANGE ACT OF 1934, as amended or listed on an "over-the-counter market" within the meaning of this Agreement on its part to applicable United States federal income tax regulations, and the Properties shall be complied acquired contemporaneously with or fulfilled up to the Time completion of Closing on the Closing DateOffering.

Conditions to Purchase Obligation. 7.1 6.1 The following are conditions of the Purchasers’ ' obligations to close the purchase of the Common Shares Special Warrants from the Corporation as contemplated hereby, which conditions the Corporation covenants to exercise its commercially reasonable best efforts (other than with respect to 7.1(b) which it shall use its best efforts) to have fulfilled at or prior to the Closing Date and Date, which conditions may be waived in writing in whole or in part by the Agent on their its own behalf and on behalf of the Purchasers: (a) the Corporation shall have made and/or obtained the necessary filings, approvals, consents and acceptances to or from, as the case may be, the Securities Commissions, the SEC and the Exchange, if any, required to be made or obtained by the Corporation in connection with the Offering, on terms which are acceptable to the Corporation and the Agent, acting reasonably, prior to the Closing Date; (b) the Common Shares and the Warrant Shares (including the Common Shares and Warrant Shares issuable upon the exercise of the Agent's Compensation Options) issued in connection with the Offering shall have been accepted for listing and posting by the Exchange, subject to the usual conditions and payment of the applicable additional listing fee to the Exchange; (c) the Corporation’s 's board of directors shall have authorized and approved this Agreement, the form of Subscription Agreements, Special Warrant Agreement, the respective forms of the Special Warrants, Warrants and Agent's Warrants, the Agent’s Warrant 's Compensation Options and all other agreements and instruments prepared in connection with the Offering, the sale of the Common SharesOffered Securities, the issuance of the Compensation Warrant Shares Underlying Securities and all matters relating to the foregoing; (b) each of the TSX and Amex shall have approved the Offering, the listing of the Common Shares issuable pursuant to the Offering, the grant and issue of the Agent’s Warrants and the issue and listing of the Compensation Warrant Shares on the exercise thereof and each of the TSX and Amex shall not have disallowed the payment of the Agent’s Fee or the Work Fee (in whole or in part); (cd) as at the Closing Date, the Corporation will deliver a certificate addressed to the AgentAgent and to the Purchasers, signed by its Chief Executive Officer, Officer certifying that: (i) there has been no adverse material change (actual, proposed or prospective, whether financial or otherwise) in the business, affairs, operations, prospects, assets, liabilities (contingent or otherwise) or capital of the Corporation on a consolidated basis, since December 31, 1999 (the "Effective Date") which has not been generally disclosed; (ii) since the Effective Date, no material change relating to the Corporation, on a consolidated basis, since except for the Effective DateOffering, has occurred with respect to which the requisite material change statement or report has not been disclosed to the Agentfiled and no such disclosure has been made on a confidential basis; (iiiii) the representations and warranties of the Corporation contained in this Agreement and the Subscription Agreements are true and correct at the Time of Closing on the Closing DateClosing, with the same force and effect as if made by the Corporation as at the Time of Closing on after giving effect to the Closing Datetransactions contemplated hereby; (iiiiv) the Corporation has complied with all the covenants and satisfied all the terms and conditions of this Agreement and as contained in the Subscription Agreements on its part to be complied with or satisfied or waived in writing by the Agent at or prior to the Time of Closing on the Closing DateClosing; (ivv) no order, ruling or determination having the effect of suspending the sale or ceasing the trading of the securities of the Corporation (including the Special Warrants, Agent's Warrants and the Underlying Securities) has been issued or made by any stock exchange, securities commission or other regulatory authority and is continuing in effect and no proceedings for that purpose have been instituted or are pending or to the knowledge of the Corporation, contemplated or threatened by any stock exchange, securities commission or other regulatory authority; (vi) there are no actions, suits, proceedings or inquiries, formal or informal pending or threatened against or affecting the Corporation, at law or in equity, before or by any federal, provincial, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality in Canada, the United States or elsewhere which may, in any way, materially and adversely affect the Corporation; (vii) no failure or default on the part of the Corporation exists under any Applicable Law or any under license, permit or other instrument granted or issued to the Corporation or under any contract, license, agreement or other instrument to which the Corporation is a party or by which the Corporation is bound, which may, in any way, materially and adversely affect the Corporation and the execution, delivery and performance of this Agreement and the allotment, issue and sale of the Special Warrant, Agent's Warrants and Underlying Securities will not result in such default; (viii) the charter documents, including any amendments thereto, articles of amendment and by-laws of the Corporation and each Subsidiary attached to the officer’s certificate are full, true and correct copies and are in full force and effect;; and (dix) such other matters as the Agent or its legal counsel may reasonably request. (e) the Corporation will have caused a favourable favorable legal opinion to be delivered by Corporation’s Counselits Canadian and United States counsel, addressed to the Agent, Agent’s Counsel Agent and the Purchasers dated with respect to such matters as of the Closing DateAgent may reasonably request relating to this transaction, substantially acceptable in all reasonable respects to the form of the legal opinion annexed hereto as Schedule “C”Agent's counsel. In giving such opinion, Corporation’s Counsel counsel to the Corporation shall be entitledentitled to rely, to the extent appropriate in the circumstances, upon local counsel and shall be entitled as to matters of fact not within its knowledge, their knowledge to rely upon a certificate of fact from responsible persons in a position to have knowledge of such facts and their accuracyaccuracy including a certificate of the Corporation's registrar and transfer agent as to the outstanding securities of the Corporation. The Corporation agrees that the aforesaid legal opinions will be addressed to the Agent and the Purchasers and that the Agent may deliver copies thereof to such persons; (ef) the Corporation shall have received caused, on or before the aggregate purchase price for all Common Shares sold directly by it and Closing Date, the Agent's nominee to the board of directors of the Corporation has held such funds or has caused to have such funds held, as applicable, in escrow and such funds continue been duly appointed to be held in escrow until the Closingboard of directors of the Corporation; (fg) each of the Corporation's senior officers, including, the Corporation's chief executive officer, chief financial officer and "Insiders" of the Corporation (within the meaning of the Applicable Securities Laws of Ontario) who own or control at least 5% of the issued and outstanding Common Shares shall have entered into an agreement with the Corporation and the Agent, providing that they will not, without the prior written consent of the Agent, from the date hereof, until the date which is the earlier of 150 days following the Closing Date and the date both a receipt for a Final Prospectus has been issued by each of the Securities Commissions in the Qualifying Provinces and an Effective Registration has been filed (the "Restricted Period") sell, assign, transfer or otherwise dispose of any of their securities of the Corporation. The Agent agrees that this contractual restriction shall apply to only 3,000,000 of the total number of Common Shares held by Xx- Xxxx Resources Corp. The Agent further agrees that this contractual restriction shall not apply to incentive stock options existing on the date hereof which have been granted by the Corporation or the disposition of Common Shares acquired on the exercise of such incentive stock options and shall also be subject to the usual exemptions regarding the release of shares subject to an escrow including, pertaining to a takeover-bid made to all shareholders; (h) the delivery by the Corporation of such other certificates, statutory declarations, agreements or materials, in form and substance satisfactory to the Agent and Agent’s Counsel, acting reasonably, its legal counsel as the Agent and Agent’s Counsel its legal counsel may reasonably request; and (gi) the Corporation shall have complied with and fulfilled all of the terms, covenants and conditions of this Agreement on its part to be complied with or fulfilled up to the Time of Closing on the Closing DateClosing.

Conditions to Purchase Obligation. 7.1 The following are conditions of the Purchasers’ ' obligations to close the purchase of the Common Shares Special Warrants from the Corporation as contemplated hereby, which conditions the Corporation covenants to exercise its commercially reasonable best efforts (other than with respect to 7.1(b) which it shall use its best efforts) to have fulfilled at or prior to the Closing Date and Date, which conditions may be waived in writing in whole or in part by the Agent Agents on their own behalf and on behalf of the Purchasers: (a) the Corporation shall have made and/or obtained the necessary filings, approvals, consents and acceptances to or from, as the case may be, the Securities Commissions, the SEC and the Exchange required to be made or obtained by the Corporation in connection with the Offering, on terms which are acceptable to the Corporation and the Agents, acting reasonably, prior to the Closing Date, it being understood that the Agents will do all that is reasonably required to assist the Corporation to fulfil this condition; (b) the Corporation’s 's board of directors shall have authorized and approved this Agency Agreement, the form respective forms of Subscription Agreementsthe Special Warrants, the Agent’s Warrant Warrants, the Special Compensation Options, Compensation Options and Compensation Warrants and all other agreements and instruments prepared in connection with the Offering, the sale of the Common SharesOffered Securities, the issuance of the Underlying Securities and Compensation Warrant Shares Securities and all matters relating to the foregoing; (b) each of the TSX and Amex shall have approved the Offering, the listing of the Common Shares issuable pursuant to the Offering, the grant and issue of the Agent’s Warrants and the issue and listing of the Compensation Warrant Shares on the exercise thereof and each of the TSX and Amex shall not have disallowed the payment of the Agent’s Fee or the Work Fee (in whole or in part); (c) as at the Closing Date, the Corporation will deliver a certificate addressed to the Agent, signed by its Chief Executive Officer, certifying that: (i) no order ceasing or suspending trading in any securities of the Corporation or prohibiting the sale of the Offered Securities, the issuance of Underlying Securities or Compensation Securities or any of the Corporation's issued securities has been issued and no proceedings for such purpose are pending or, to the knowledge of the Corporation, threatened; (ii) there has been no adverse material change (actual, proposed or prospective, whether financial or otherwise) in the business, affairs, operations, prospects, assets, liabilities (contingent or otherwise) or capital of the Corporation on a consolidated basis, since the date hereof which has not been generally disclosed; (iii) since the date hereof, no material change relating to the Corporation, on a consolidated basis, since except for the Effective DateOffering, has occurred with respect to which the requisite material change statement or report has not been disclosed to the Agentfiled and no such disclosure has been made on a confidential basis; (iiiv) the representations and warranties of the Corporation contained in this Agency Agreement and the Subscription Agreements are true and correct at the Time of Closing on the Closing DateClosing, with the same force and effect as if made by the Corporation as at the Time of Closing on after giving effect to the Closing Date;transactions contemplated hereby; and (iiiv) the Corporation has complied in all material respects with all the covenants and satisfied all the terms and conditions of this Agency Agreement and as contained in the Subscription Agreements on its part to be complied with or satisfied or waived in writing by the Agent at or prior to the Time of Closing on the Closing Date; (iv) the charter documents, including any amendments thereto, attached to the officer’s certificate are full, true and correct copies and are in full force and effect;Closing; and (d) the Corporation will have caused a favourable legal opinion to be delivered by Corporation’s Counselits Canadian and United States counsel, addressed to the Agent, Agent’s Counsel Agents and the Purchasers dated with respect to such matters as of the Closing DateAgents may reasonably request relating to this transaction, substantially acceptable in all reasonable respects to the form of the legal opinion annexed hereto as Schedule “C”Agents' counsel. In giving such opinion, Corporation’s Counsel counsel to the Corporation shall be entitledentitled to rely, to the extent appropriate in the circumstances, upon local counsel and shall be entitled as to matters of fact not within its knowledge, their knowledge to rely upon a certificate of fact from responsible persons in a position to have knowledge of such facts and their accuracy; (e) accuracy including a certificate of the Corporation shall have received the aggregate purchase price for all Common Shares sold directly by it Corporation's registrar and the Corporation has held such funds or has caused to have such funds held, transfer agent as applicable, in escrow and such funds continue to be held in escrow until the Closing; (f) the delivery by the Corporation of such other certificates, statutory declarations, agreements or materials, in form and substance satisfactory to the Agent and Agent’s Counsel, acting reasonably, as the Agent and Agent’s Counsel may reasonably request; and (g) the Corporation shall have complied with and fulfilled all outstanding securities of the terms, covenants and conditions of this Agreement on its part to be complied with or fulfilled up to the Time of Closing on the Closing DateCorporation.

Conditions to Purchase Obligation. 7.1 5.1 The following are conditions of the PurchasersUnderwriters’ obligations to close the purchase of the Common Shares Units from the Corporation Company as contemplated hereby, which conditions the Corporation Company covenants to exercise its commercially reasonable best efforts (other than with respect to 7.1(b) which it shall use its best efforts) to have fulfilled at on or prior to the applicable Closing Date and Date, which conditions may be waived in writing in whole or in part by the Agent on their own behalf and on behalf of the PurchasersUnderwriters: (a) the Corporation’s board of directors shall Company will have authorized made and/or obtained the necessary filings, approvals, consents and approved this Agreementacceptances to or from, as the case may be, the form of Subscription Agreements, Securities Commissions and the Agent’s Warrant and all other agreements and instruments prepared Exchange required to be made or obtained by the Company in connection with the Offering, on terms which are acceptable to the Company and the Underwriters, acting reasonably, prior to the Closing Date, it being understood that the Underwriters will do all that is reasonably required to assist the Company to fulfil this condition; (b) the Company shall have delivered to the Underwriters within 24 hours of the issuance of the MRRS Decision Document for each of the Prospectus Amendment to the Preliminary Prospectus and Final Prospectus or such later time as may be agreed upon by the Company and the Underwriters, in such Canadian cities as the Underwriters may reasonably request, the reasonable requirements of conformed commercial copies of the Prospectus Amendment to the Preliminary Prospectus, Final Prospectus and any Supplemental Material, as the case may be; (c) the Unit Shares, Warrants and Warrant Shares will have been accepted for listing by the Exchange, subject to the usual conditions, and will, at the opening of trading on the Exchange on the applicable Closing Date, be accepted, and reserved in the case of the Warrant Shares, if applicable, for trading on the Exchange; (d) the Company’s board of directors will have authorized and approved the Transaction Documents, the sale and issuance of the Common SharesUnit Shares and Warrants, the issuance of the Compensation Warrant Shares upon exercise of the Warrants and all matters relating to the foregoing; (be) each of the TSX and Amex shall have approved the Offering, the listing of the Common Shares issuable pursuant to the Offering, the grant and issue of the Agent’s Warrants and the issue and listing of the Compensation Warrant Shares on the exercise thereof and each of the TSX and Amex shall not have disallowed the payment of the Agent’s Fee or the Work Fee (in whole or in part); (c) as at the Closing Date, the Corporation Company will deliver a certificate of the Company and signed on behalf of the Company, but without personal liability, by the Chief Executive Officer of the Company and the Chief Financial Officer of the Company or such other senior officers of the Company as may be acceptable to the Underwriters, acting reasonably, addressed to the AgentUnderwriters and their counsel and dated the applicable Closing Date, signed by its Chief Executive Officerin form and content satisfactory to the Underwriters, acting reasonably, certifying that: (i) no order ceasing or suspending trading in any securities of the Company or prohibiting the sale of the Unit Shares or Warrants or any of the Company’s issued securities has been issued and no proceedings for such purpose are pending or, to the knowledge of such officers, threatened; (ii) there has been no adverse material change (actual, proposed or prospective, whether financial or otherwise) in the business, affairs, operations, prospects, assets, liabilities (contingent or otherwise) or capital of the Corporation, on a consolidated basis, Company or any of its subsidiaries since the Effective Date, date hereof which has not been disclosed to the Agentgenerally disclosed; (iiiii) since the date hereof, no material change relating to the Company or any of its subsidiaries, except for the Offering, has occurred with respect to which the requisite material change report pursuant to Applicable Securities Laws has not been filed and no such disclosure has been made on a confidential basis; (iv) the representations and warranties of the Corporation Company contained in this Agreement and the Subscription Agreements are true and correct in all material respects at the Time of Closing on the Closing DateClosing, with the same force and effect as if made by the Corporation Company as at the Time of Closing on after giving effect to the Closing Date;transactions contemplated hereby; and (iiiv) the Corporation Company has complied with all the covenants and satisfied all the terms and conditions of this Agreement and as contained in the Subscription Agreements on its part to be complied with or satisfied or satisfied, other than conditions which have been waived in writing by the Agent Underwriters, at or prior to the Time of Closing on the Closing DateClosing; (ivf) the charter documents, including any amendments thereto, attached to the officer’s certificate are full, true and correct copies and are in full force and effect; (d) the Corporation Company will have caused a favourable legal opinion opinions to be delivered by Corporation’s Counselits Canadian and local counsel, as applicable, addressed to the Agent, Agent’s Counsel Underwriters and the Purchasers dated as Underwriters’ counsel, acceptable in all reasonable respects to the Underwriters, including in respect of the Closing Date, substantially those matters identified in the form of the legal opinion annexed hereto as Schedule “C”A” hereto. In giving such opinion, Corporation’s Counsel counsel to the Company shall be entitledentitled to rely, to the extent appropriate in the circumstances, upon local counsel and shall be entitled as to matters of fact not within its knowledge, to rely upon a certificate of fact from responsible persons in a position to have knowledge of such facts and their accuracy; (eg) the Corporation shall Company will have received the aggregate purchase price for all Common Shares sold directly by it and the Corporation has held such funds or has caused to have such funds held, as applicable, in escrow and such funds continue a favourable title opinion to be held in escrow until the Closing; (f) the delivery by the Corporation of such other certificates, statutory declarations, agreements or materialsdelivered, in form and substance satisfactory to the Agent and Agent’s CounselUnderwriters, acting reasonably, with respect to the Company’s Mada and Nkamouna properties; (h) the Company will have caused Deloitte & Touche LLP and Ernst & Young LLP to deliver updates of their letters referred to in section 6 below; (i) the Company will cause the Transfer Agent to deliver a certificate as to the Agent issued and Agentoutstanding securities of the Company; (j) the Underwriters shall be satisfied, acting reasonably, with their due diligence review of the Company in order to ensure that there are no material adverse changes or misrepresentations materially affecting the Company’s Counsel may reasonably requestaffairs; and (gk) the Corporation Underwriters shall have complied with and fulfilled all received undertakings from each of the termsdirectors and officers of the Company (in respect of any securities of the Company held directly or indirectly) not to offer or sell, covenants and conditions agree to offer or sell, or enter into an arrangement to offer or sell any of this Agreement on its part to be complied with the Company’s equity securities or fulfilled up to other securities of the Time Company, or securities convertible, exchangeable, or otherwise exercisable for any securities of Closing on the Company (other than Unit Shares or Warrants offered under the Offering) at any time until the date that is 90 days following the Closing DateDate without the prior consent of Canaccord Xxxxx Limited, which consent will not be unreasonably withheld or delayed.

Conditions to Purchase Obligation. 7.1 5.1 The following are conditions of the PurchasersUnderwriters’ obligations to close complete the purchase of the Common Shares from Subscription Receipts by the Corporation Company as contemplated hereby, which conditions the Corporation Company covenants to exercise its commercially reasonable best efforts (other than with respect to 7.1(b) which it shall use its best efforts) to have fulfilled at on or prior to the Closing Date and Date, which conditions may be waived in writing in whole or in part by the Agent Underwriters: (a) the Company shall have filed the Final Prospectus pursuant to MI 11-202 and obtained a review receipt document from the British Columbia Securities Commission on their its own behalf and on behalf of the Purchasers:Ontario Securities Commission, and a deemed receipt in respect of each of the other Qualifying Provinces and taken all other steps and proceedings that may be necessary in order to qualify the Subscription Receipts and the Over-Allotment Option for distribution pursuant to the Final Prospectus in each of the Qualifying Provinces before the close of business on July 9, 2010, provided the Underwriters have taken all action required by them hereunder to permit the Company to do so; (ab) the CorporationCompany will have made and/or obtained the necessary filings, approvals, consents and acceptances to or from, as the case may be, the Securities Commissions and the TSXV required to be made or obtained by the Company in connection with the Offering, on terms which are acceptable to the Company and the Underwriters, acting reasonably, prior to the Closing Date, it being understood that the Underwriters will do all that is reasonably required to assist the Company to fulfil this condition; (c) the Company shall have delivered to the Underwriters without charge and in such numbers as the Underwriters may reasonably request, within 24 hours of the issuance of the receipt for the Final Prospectus by each of the Qualifying Jurisdictions, or such later time as may be agreed upon by the Company and Canaccord Genuity on behalf of the Underwriters, in such Canadian cities as Canaccord Genuity, on behalf of the Underwriters, may reasonably request, the reasonable requirements of conformed commercial copies of the Final Prospectus and any Supplemental Material, if applicable; (d) the Company shall have delivered to the Underwriters, without charge and in such numbers and in such cities as Canaccord Genuity, on behalf of the Underwriters, may reasonably request, commercial copies of the U.S. Private Placement Memorandum and any amendments thereto; (e) the Subscription Receipts, the Unit Shares, the Warrants, the Warrant Shares and the Broker Shares will have been conditionally accepted for listing by the TSXV (or the TSX), subject to the usual conditions, and the Subscription Receipts will, at the opening of trading on the TSXV (or the TSX) on the Closing Date start trading on the TSXV (or the TSX); (f) the Company’s board of directors shall will have authorized and approved this Agreement, the form of Subscription AgreementsReceipt Indenture and the certificates representing the Subscription Receipts, the Agent’s Warrant Indenture and all other agreements and instruments prepared in connection with the Offeringcertificates representing the Warrants, the sale and issuance of the Common SharesSubscription Receipts (or Underlying Units in lieu thereof), the issuance of the Compensation Unit Shares and Warrants upon conversion of the Subscription Receipts, the issuance of the Warrant Shares upon exercise of the Warrants, the Broker Special Warrants and the certificates representing the Broker Special Warrants, the Broker Warrants and the certificates representing the Broker Warrants, the issuance of the Broker Warrants upon conversion of the Broker Special Warrants, the issuance of the Broker Shares upon exercise of the Broker Warrants and all matters relating to the foregoing; (bg) each the Company will deliver a certificate of the TSX and Amex shall have approved the Offering, the listing Company signed on behalf of the Common Shares issuable pursuant Company, but without personal liability, by the Chief Executive Officer of the Company and the Chief Financial Officer of the Company or such other senior officers of the Company as may be acceptable to the OfferingUnderwriters, acting reasonably, addressed to the grant Underwriters and issue of the Agent’s Warrants their counsel and the issue and listing of the Compensation Warrant Shares on the exercise thereof and each of the TSX and Amex shall not have disallowed the payment of the Agent’s Fee or the Work Fee (in whole or in part); (c) as at dated the Closing Date, the Corporation will deliver a certificate addressed in form and content satisfactory to the AgentUnderwriters, signed by its Chief Executive Officeracting reasonably, certifying that: (i) no order, ruling or determination having the effect of suspending the sale or ceasing the trading in any securities of the Company (including the Subscription Receipts, the Common Shares and the Warrants) has been issued by any regulatory authority and is continuing in effect and no proceedings for that purpose have been instituted or are pending or, to the knowledge of such officers, contemplated or threatened by any regulatory authority; (ii) the Company has duly complied with all the terms, covenants and conditions of this Agreement on its part to be complied with up to the Closing Time; (iii) the representations and warranties of the Company contained in this Agreement are true and correct in all material respects at the Time of Closing, with the same force and effect as if made by the Company as at the Time of Closing after giving effect to the transactions contemplated hereby; (iv) there has been no adverse material change since the date hereof which has not been generally disclosed; (v) no material change (actual, proposed or prospective, whether financial or otherwise) in the business, affairs, operations, prospects, assets, liabilities (contingent or otherwise) or capital of the Corporation, Company and the Material Subsidiaries on a consolidated basis, since except for the Effective DateOffering, has occurred with respect to which the requisite material change statement or report has not been disclosed to the Agent;filed and no such disclosure has been made on a confidential basis. (iih) the representations and warranties of the Corporation contained in this Agreement and the Subscription Agreements are true and correct at the Time of Closing on the Closing Date, with the same force and effect as if made by the Corporation as at the Time of Closing on the Closing Date; (iii) the Corporation has complied with all the covenants and satisfied all the terms and conditions of this Agreement and as contained in the Subscription Agreements on its part to be complied with or satisfied or waived in writing by the Agent at or prior to the Time of Closing on the Closing Date; (iv) the charter documents, including any amendments thereto, attached to the officer’s certificate are full, true and correct copies and are in full force and effect; (d) the Corporation Company will have caused a favourable legal opinion to be delivered by Corporation’s Counselits legal counsel, Lang Xxxxxxxx LLP, addressed to the AgentUnderwriters and their legal counsel, Agent’s Counsel in form and substance satisfactory to the Purchasers dated as Underwriters acting reasonably, including in respect of the Closing Date, substantially those matters identified in the form of the legal opinion annexed hereto as Schedule “C”A” hereto, subject to the usual and customary assumptions, limitations and qualifications. In giving such opinion, Corporation’s Counsel counsel to the Company shall be entitledentitled to rely, to the extent appropriate in the circumstances, upon local counsel or to arrange, to the extent appropriate, for separate opinions of local counsel and shall be entitled as to matters of fact not within its knowledge, to rely upon a certificate of fact from responsible persons in a position to have knowledge of such facts and their accuracy; (ei) if any Subscription Receipts are being sold within the Corporation United States or to, or for the account or benefit of, U.S. Persons pursuant to Schedule “C” to this Agreement, the Company shall have received the aggregate purchase price for all Common Shares sold directly by it and the Corporation has held such funds or has caused to have such funds held, as applicable, in escrow and such funds continue a favourable legal opinion to be held in escrow until delivered by Lang Xxxxxxxx LLP, its United States counsel, addressed to the Closing; (f) the delivery by the Corporation of such other certificates, statutory declarations, agreements or materialsUnderwriters, in form and substance satisfactory to the Agent and Agent’s CounselUnderwriters, acting reasonably, to the effect that the offer and sale of such Subscription Receipts to such Substituted Purchasers is not required to be registered under the U.S. Securities Act; (j) the Company will have caused favourable legal opinions to be delivered by local counsel addressed to the Underwriters and their counsel, in form and substance satisfactory to the Underwriters, acting reasonably, with respect to the following matters: (i) the incorporation and existence of each of the Material Subsidiaries under the laws of its jurisdiction of incorporation; (ii) as to the Agent holders of the issued and Agent’s Counsel may reasonably requestoutstanding shares of each of the Material Subsidiaries; and (giii) that each of the Material Subsidiaries has all requisite corporate power under the laws of its jurisdiction of incorporation to carry on its business as presently carried on and own its properties, all as described in the Final Prospectus; (k) the Corporation shall Company will have complied caused a favourable title opinion to be delivered by Mexican local counsel addressed to the Underwriters, in form and substance satisfactory to the Underwriters, acting reasonably with respect to the San Dimas Mines and fulfilled all the Ventanas Property; (l) the Company will have caused Deloitte & Touche to deliver an update of its letters referred to in Section 6.1 below with such changes thereon as may be necessary to bring the information in such letter forward to within two business days of the termsClosing Date, covenants which changes shall be acceptable to the Underwriters, acting reasonably; (m) the Company will have caused its registrar and conditions transfer agent to deliver a certificate as to the issued and outstanding Common Shares of the Company; (n) the Company will deliver such further certificates and other documentation as may be contemplated in this Agreement on its part to be complied with or fulfilled up as the Underwriters or their counsel may reasonably require; and (o) prior to the Time of Closing on Closing, any material change (actual, anticipated, contemplated or, to the Closing Dateknowledge of the Company, threatened, whether financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of the Company shall have been disclosed to the Underwriters in writing.

Conditions to Purchase Obligation. 7.1 6.1 The following are the conditions of the Agent’s obligations to complete the Offering and the Purchasers’ obligations to close purchase the purchase of the Common Shares from the Corporation as contemplated herebyUnits, which conditions the Corporation Company covenants to exercise its commercially reasonable best efforts (other than with respect to 7.1(b) which it shall use its best efforts) to have fulfilled at fulfill on or prior to the Closing Date Date, or the Over-Allotment Closing Date, as applicable, and which conditions may be waived in writing in whole or in part by the Agent on their own behalf and on behalf of the PurchasersAgents: (a) the CorporationCompany shall have made and/or obtained all necessary filings, approvals, consents and acceptances to or from, as the case may be, the Canadian Securities Commissions, the SEC, the NYSE MKT and the TSX, required to be made or obtained by the Company in connection with the Offering, on terms which are acceptable to the Company and the Agents, acting reasonably, prior to the Closing Date or within the prescribed time period following the Closing Date, if applicable, it being understood that the Agents will do all that is reasonably required to assist the Company to fulfil this condition; (b) the Company shall have delivered to the Agents, without charge and in such numbers as the Agents may reasonably request, conformed commercial copies of the Canadian Prospectus, the U.S. Prospectus and any Supplemental Material, if applicable; (c) the TSX shall have conditionally accepted the listing thereon of the Common Shares, the Warrant Shares and the Warrants, including those securities issued upon the exercise of the Over-Allotment Option, and at the opening of trading on the TSX on the Closing Date, the Common Shares, the Warrant Shares and the Warrants will be listed and posted for trading on the TSX; (d) the Common Shares and the Over-Allotment Shares shall have been approved for listing, subject to notice of issuance, on the NYSE MKT; (e) the Company’s board of directors shall have duly authorized and approved this Agreement, the form of Subscription Agreements, the Agent’s Warrant and all other agreements and instruments prepared in connection with the Offering, the sale of the Common Shares, the issuance of the Compensation Warrant Shares and all matters relating to the foregoingOffering; (bf) each the Company shall have delivered a certificate of the TSX and Amex shall have approved the OfferingCompany, the listing signed on behalf of the Common Shares issuable pursuant Company, but without personal liability, by the Chief Executive Officer of the Company and the Chief Financial Officer of the Company or such other senior officers of the Company as may be acceptable to the OfferingAgents, acting reasonably, addressed to the grant Agents and issue of its counsel and dated the Agent’s Warrants and the issue and listing of the Compensation Warrant Shares on the exercise thereof and each of the TSX and Amex shall not have disallowed the payment of the Agent’s Fee Closing Date or the Work Fee (in whole or in part); (c) as at the Over-Allotment Closing Date, the Corporation will deliver a certificate addressed to the Agent, signed by its Chief Executive Officeras applicable, certifying that: (i) no order ceasing or suspending trading in any securities of the Company or prohibiting the sale of the Units, the Over-Allotment Units or any of the Company’s issued securities has been issued and no proceedings for such purpose are pending or, to the knowledge of such officers, threatened, (ii) there has been no adverse material change (actual, proposed or prospective, whether financial or otherwise) in the business, affairs, operations, prospects, assets, liabilities (contingent or otherwise) or capital of the Corporation, on a consolidated basis, Company since the Effective Date, date of the Prospectus Supplements which has not been disclosed to the Agent;generally disclosed, (iiiii) there has been no change in any material fact (which includes the disclosure of any previously undisclosed material fact) contained in the Offering Documents which fact or change is, or may be, of such a nature as to render any statement in the Offering Documents misleading or untrue in any material respect or which would result in a misrepresentation in the Offering Documents or which would result in the Offering Documents not complying with Applicable Securities Laws, (iv) the representations and warranties of the Corporation Company contained in this Agreement and the Subscription Agreements are true and correct in all respects at the Time of applicable Closing on the Closing DateTime, with the same force and effect as if made by the Corporation Company as at the applicable Closing Time of Closing on after giving effect to the Closing Date;transactions contemplated hereby, and (iiiv) the Corporation Company has complied with all the covenants and satisfied all the terms and conditions of this Agreement and as contained in the Subscription Agreements on its part to be complied with or satisfied or satisfied, other than conditions which have been waived in writing by the Agent Agents, at or prior to the Time of applicable Closing on the Closing DateTime; (ivg) the charter documentsCompany shall have delivered a certificate of the Company, including any amendments theretosigned on behalf of the Company, attached but without personal liability, by the Chief Executive Officer of the Company and the Chief Financial Officer of the Company, or such other senior officers of the Company as may be acceptable to the officer’s certificate are fullAgents, true acting reasonably, addressed to the Agents and correct copies their counsel and are in full force dated the Closing Date or the Over-Allotment Closing Date, as applicable, with respect to: (i) the constating documents of the Company, (ii) the resolutions of the directors of the Company authorizing and effectapproving all matters relating to the Offering, and (iii) the incumbency and signatures of signing officers of the Company; (dh) the Corporation will Company shall have caused a favourable legal opinion to be delivered by Corporation’s Counsel, its legal counsel addressed to the AgentAgents, Agent’s Counsel in form and substance satisfactory to the Purchasers dated as Agents acting reasonably, in respect of the Closing Date, substantially those matters identified in the form of the legal opinion annexed hereto as Schedule “C”A” hereto, subject to the usual and customary assumptions, limitations and qualifications. In giving such opinionopinions, Corporation’s Counsel counsel to the Company shall be entitledentitled to rely, to the extent appropriate in the circumstances, upon local counsel or to arrange, to the extent appropriate, for separate opinions of local counsel and shall be entitled as to matters of fact not within its knowledge, to rely upon a certificate of fact from responsible persons in a position to have knowledge of such facts and their accuracy; (ei) the Corporation Company shall have received the aggregate purchase price for all Common Shares sold directly by it and the Corporation has held such funds or has caused to have such funds held, as applicable, in escrow and such funds continue a favourable legal opinion to be held in escrow until delivered by United States counsel addressed to the Closing; (f) the delivery by the Corporation of such other certificates, statutory declarations, agreements or materialsAgents, in form and substance satisfactory to the Agent and Agent’s CounselAgents, acting reasonably; (j) the Company shall have delivered a title opinion with respect to the Pebble Project; (k) the Company shall have caused Deloitte LLP to deliver a comfort letter dated the date of this Agency Agreement and prepared for a specified date not more than two Business Days prior to the date of this Agency Agreement, in form and substance satisfactory to the Agents; (l) the Company shall have caused Deloitte LLP to deliver an update of its letter referred to in Section (l) above with such changes thereon as may be necessary to bring the information in such letter forward to within two Business Days of the Closing Date or the Over-Allotment Closing Date, as applicable, which changes shall be acceptable to the Agents; (m) the Agents shall be satisfied, in their sole discretion, with the due diligence review of the Company and its business, operations and financial condition; (n) the Agents shall have received certificates from the Transfer Agent as to the number of Common Shares issued and Agent’s Counsel outstanding as at a date no more than one Business Day prior to the Closing Date or the Over-Allotment Closing Date, as applicable, and stating that they have been duly appointed as transfer agent and registrar for the Common Shares; (o) the Company shall have delivered duly executed certificates representing the Common Shares, the Warrants, any Over-Allotment Shares, and any Over-Allotment Warrants, or other electronic evidence of such issuances as the Agents may direct; (p) the Company shall have complied with all of its covenants and obligations under this Agreement required to be satisfied at or prior to the applicable Closing Time; (q) the Company shall have delivered such further documents as may be contemplated in this Agreement or as the Agents or their counsel may reasonably requestrequire; (r) FINRA shall not have objected to the fairness or reasonableness of the terms or arrangements under this Agreement; and (gs) there shall not have occurred, prior to the Corporation shall have complied with and fulfilled all applicable Closing Time, any material change in relation to the Company or any Subsidiary (actual, anticipated, contemplated or, to the knowledge of the termsCompany, covenants and conditions of this Agreement on its part to be complied with threatened, whether financial or fulfilled up to the Time of Closing on the Closing Dateotherwise).

Conditions to Purchase Obligation. 7.1 5.1 The following are conditions of the Purchasers’ ' obligations to close the purchase of the Common Shares Special Warrants from the Corporation as contemplated hereby, which conditions the Corporation covenants to exercise its commercially reasonable best efforts (other than with respect to 7.1(b) which it shall use its best efforts) to have fulfilled at or prior to the Closing Date and Date, which conditions may be waived in writing in whole or in part by the Agent Underwriters on their own behalf and on behalf of the Purchasers: (a) the Corporation shall and provide the Underwriters with evidence that it has made and/or obtained the necessary filings, approvals, consents and acceptances to or from, as the case may be, the Securities Commissions and the TSX required to be made or obtained by the Corporation in connection with the Offering, on terms which are acceptable to the Corporation and the Underwriters, acting reasonably, prior to the Closing Date, it being understood that the Underwriters will do all that is reasonably required to assist the Corporation to fulfil this condition; (b) the TSX shall have conditionally approved the listing of the Special Warrant Shares and the Warrant Shares, subject to compliance with the standard conditions of the TSX; (c) the Corporation’s 's board of directors shall have authorized and approved this Agreement, the form of Subscription Agreements, the Agent’s Warrant and all other agreements and instruments prepared in connection with the Offering, the sale of the Common Shares, the issuance of the Compensation Warrant Shares Transaction Documents and all matters relating to the foregoingthereto; (bd) each the Corporation shall deliver a certificate of the TSX and Amex shall have approved the Offering, the listing Corporation signed on behalf of the Common Shares issuable pursuant Corporation by the President and any other authorized director or officer of the Corporation addressed to the Offering, Underwriters and to the grant Purchasers and issue dated the date of the Agent’s Warrants and the issue and listing of the Compensation Warrant Shares on the exercise thereof and each of the TSX and Amex shall not have disallowed the payment of the Agent’s Fee or the Work Fee (in whole or in part); (c) as at the Closing Date, the Corporation will deliver a certificate addressed in form and content satisfactory to the AgentUnderwriters' counsel, signed by its Chief Executive Officeracting reasonably, certifying for and on behalf of the Corporation, that: (i) there has been no adverse material change (actual, proposed or prospective, whether financial or otherwise) in the business, affairs, operations, prospects, assets, liabilities (contingent or otherwise) or capital of the Corporation, on a consolidated basis, since the Effective Date, which has not been disclosed to the Agent; (ii) the representations articles and warranties by-laws of the Corporation contained in this Agreement and the Subscription Agreements are true and correct at the Time of Closing on the Closing Date, with the same force and effect as if made by the Corporation as at the Time of Closing on the Closing Date; (iii) the Corporation has complied with all the covenants and satisfied all the terms and conditions of this Agreement and as contained in the Subscription Agreements on its part to be complied with or satisfied or waived in writing by the Agent at or prior to the Time of Closing on the Closing Date; (iv) the charter documents, including any amendments thereto, attached to the officer’s certificate are full, true and correct copies copies, unamended, and are in full force and effecteffect on the date thereof; (dii) the Corporation will have caused a favourable legal opinion to be delivered by minutes or other records of various proceedings and actions of the Corporation’s Counsel, addressed 's Board of Directors attached to the Agent, Agent’s Counsel certificate relating to the Special Warrants and the Purchasers dated Underlying Securities are full, true and correct copies thereof and have not been modified or rescinded as of the Closing Date, substantially in the form of the legal opinion annexed hereto as Schedule “C”. In giving such opinion, Corporation’s Counsel shall be entitled, as to matters of fact not within its knowledge, to rely upon a certificate of fact from responsible persons in a position to have knowledge of such facts and their accuracydate thereof; (e) the Corporation shall have received the aggregate purchase price for all Common Shares sold directly by it and the Corporation has held such funds or has caused to have such funds held, as applicable, in escrow and such funds continue to be held in escrow until the Closing; (f) the delivery by the Corporation of such other certificates, statutory declarations, agreements or materials, in form and substance satisfactory to the Agent and Agent’s Counsel, acting reasonably, as the Agent and Agent’s Counsel may reasonably request; and (g) the Corporation shall have complied with and fulfilled all of the terms, covenants and conditions of this Agreement on its part to be complied with or fulfilled up to the Time of Closing on the Closing Date.

Conditions to Purchase Obligation. 7.1 6.1 The following are conditions of the Purchasers’ Underwriter’s obligations to close purchase the purchase of the Common Shares from the Corporation as contemplated hereby, which conditions the Corporation covenants to exercise its commercially reasonable best efforts (other than with respect to 7.1(b) which it shall use its best efforts) to have fulfilled at or prior to the Closing Date and which conditions may be waived in writing in whole or in part by the Agent on their own behalf and on behalf of the PurchasersOffered Securities: (a) the Corporation’s board of directors shall will have authorized and approved approved: (i) this Agreement, Agreement and the form of Subscription Agreements, the Agent’s Warrant and all other agreements and instruments prepared in connection with the Offering, the sale of the Common Shares, Ancillary Documents; (ii) the issuance of the Compensation Offered Securities, the Warrant Shares and Compensation Options, and all securities issuable directly or indirectly thereunder; and (iii) all matters relating to the foregoing; (b) each the Corporation will have made and/or obtained the necessary filings, approvals, consents and acceptances of the TSX appropriate regulatory authorities in the Offering Jurisdictions and Amex shall have approved the OfferingExchange Approval, the listing of the Common Shares issuable pursuant on terms which are acceptable to the Offering, the grant and issue of the Agent’s Warrants Corporation and the issue and listing of Underwriter, each acting reasonably, it being understood that the Compensation Warrant Shares on Underwriter will do all that is reasonably required to assist the exercise thereof and each of the TSX and Amex shall not have disallowed the payment of the Agent’s Fee or the Work Fee (in whole or in part)Corporation to fulfil this condition; (c) as at the Closing DateFlow-Through Shares, Conventional Unit Shares, Warrant Shares and Common Shares issuable directly or indirectly upon exercise of the Corporation Compensation Options will deliver a certificate addressed have been conditionally accepted for listing (subject only to the Agent, signed by its Chief Executive Officer, certifying that: (i) there has been no adverse material change (actual, proposed or prospective, whether financial or otherwise) in the business, affairs, operations, prospects, assets, liabilities (contingent or otherwise) or capital usual conditions of the Corporation, on a consolidated basis, since the Effective Date, which has not been disclosed to the AgentExchange); (iid) the representations and warranties of the Corporation contained in this Agreement and the Subscription Agreements Ancillary Documents are true and correct in all material respects (or, if qualified by materiality, in all respects) as at the Time of Closing on the Closing DateClosing, with the same force and effect as if made by the Corporation on and as at the Time of Closing on Closing, except for such representations and warranties which are in respect of a specific date in which case such representations and warranties will be true and correct, in all material respects (or, if qualified by materiality, in all respects), as of such date, after giving effect to the Closing Date; (iii) transactions contemplated by this Agreement, and the Corporation has will have complied with all the covenants and satisfied all the terms and conditions of this Agreement and as contained in the Subscription Agreements on its part to be complied with or and satisfied or waived in writing by the Agent Corporation at or prior to the Time of Closing on the Closing DateClosing; (iv) the charter documents, including any amendments thereto, attached to the officer’s certificate are full, true and correct copies and are in full force and effect; (de) the Corporation will have caused a favourable legal opinion to be delivered by Corporationits counsel addressed to the Underwriter and the Subscribers with respect to such matters as the Underwriter may reasonably request relating to this transaction, acceptable in all reasonable respects to the Underwriter’s Counsel, addressed including substantially to the Agenteffect that: (i) the Corporation has been incorporated and is validly subsisting under the laws of its jurisdiction of incorporation and has all requisite corporate power, Agent’s Counsel authority and capacity to carry on its business as now conducted and to own, lease and operate its properties and assets and to perform its obligations hereunder; (ii) the Corporation has the corporate capacity and power to execute and deliver this Agreement and the Purchasers dated Transaction Documents and to perform its obligations hereunder and thereunder; (iii) this Agreement and the Transaction Documents have been duly authorized, executed and delivered by the Corporation and are legally binding upon the Corporation and enforceable in accordance with their respective terms (subject to the Enforceability Qualifications and such other qualifications as are customary in such circumstances); (iv) all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of this Agreement and the Transaction Documents, and the performance of its obligations hereunder and thereunder and this Agreement and the Transaction Documents have been duly executed and delivered by the Corporation; (v) as to the authorized and issued capital of the Closing Date, substantially in the form Corporation (which opinion shall be based solely on a certificate of the legal transfer agent of the Corporation); (vi) the Offered Securities and Compensation Options have been validly issued (in respect of the Flow-Through Shares and Conventional Unit Shares, as fully paid and non-assessable); (vii) the Exchange having accepted notice of the issuance of the Offered Securities and Compensation Options and having conditionally approved the listing of the Flow-Through Shares, Conventional Unit Shares, Warrant Shares and the Common Shares issuable directly or indirectly under the Compensation Options, subject to the usual post-closing filings (which opinion annexed hereto shall be based solely on the applicable Exchange filings made); (viii) the execution and delivery of this Agreement and the Transaction Documents, the fulfilment of the terms hereof and thereof, the issue, sale and delivery on the Closing Date of the Offered Securities and the Compensation Options, do not constitute a default under, any applicable Laws or any term or provision of the Corporation’s articles or by-laws; (ix) the offering, sale, issuance and delivery by the Corporation of the Offered Securities to the Subscribers and the Compensation Options to the Underwriter are exempt from the prospectus requirements of the Applicable Securities Laws of the Canadian Offering Jurisdictions and no documents are required to be filed, proceedings taken or approvals, permits, consents, orders or authorizations obtained under the Applicable Securities Laws of the relevant Canadian Offering Jurisdictions to permit such offering, sale, issuance and delivery, other than the filing of customary private placement reports, fees or undertakings required to be filed under such Laws; (x) the issuance and delivery by the Corporation of the securities issuable directly or indirectly under the Compensation Options and Warrant Shares upon due exercise of the applicable convertible securities will be exempt from the prospectus requirements of the Applicable Securities Laws of the Canadian Offering Jurisdictions; (xi) as Schedule to the first trade rights and restrictions relating to the Offered Securities, the Warrant Shares and the securities issuable under the Compensation Options under Canadian Applicable Securities Laws; (xii) but for any agreement to which the Corporation is not a party and of which it has no knowledge, the Flow-Through Shares and the Flow-Through Warrants are “C”flow-through shares” as defined in subsection 66(15) of the Tax Act and are not on the date of issue “prescribed shares” or “prescribed rights” within the meaning of section 6202.1 of the regulations to the Tax Act; and (xiii) the Corporation being a reporting issuer (or the equivalent) under the Applicable Securities Laws, and not being included on a list of defaulting reporting issuers maintained by the Securities Commissions. In giving such opinionopinions, the Corporation’s Counsel shall will be entitledentitled to arrange for and rely, to the extent appropriate in the circumstances, upon local counsel, it being understood that certain of the opinions which are not matters of the laws of a jurisdiction in which the Corporation’s Counsel has an office may be opined upon directly by local counsel, and that the Corporation’s Counsel will not be required to also give such opinions, and will be entitled as to matters of fact not within its knowledge, their knowledge to rely upon a certificate of fact from public officials and/or responsible persons in a position to have knowledge of such facts and their accuracy; (e) the , and such opinion will be subject to customary qualifications, assumptions, exceptions and reliances. The Corporation shall have received the aggregate purchase price for all Common Shares sold directly by it agrees, and the Corporation has held such funds or has caused aforesaid legal opinion will expressly provide, that the Underwriter may deliver copies of the opinion to have such funds held, as applicable, in escrow and such funds continue to be held in escrow until each of the Closingaddressees thereof; (f) the delivery by Underwriter will have received legal opinions, dated the Closing Date and addressed to the Underwriter, in form and substance acceptable to the Underwriter, acting reasonably, as to the title and ownership interests of the Corporation of such other certificatesin the Sasksatchewan Project (the "Title Opinion"); (g) if any Conventional Units are sold to Subscribers in the United States, statutory declarationsthe Underwriter will have received favourable legal opinions, agreements or materialsdated the Closing Date and addressed to the Underwriter, in form and substance satisfactory to the Agent and Agent’s CounselUnderwriter, acting reasonably, as to the Agent effect that registration of (i) the Conventional Unit Shares and Agent’s Counsel may reasonably requestWarrants upon offer and sale pursuant to this Agreement; and (ii) the issuance of the Warrant Shares upon exercise of the Warrants will not be required under the U.S. Securities Act; (h) the Underwriter will have received a certificate dated the Closing Date signed by the Chief Executive Officer and the Chief Financial Officer of the Corporation or another officer acceptable to the Underwriter, in form and substance acceptable to Underwriter with respect to: (i) the constating documents of the Corporation; (ii) the resolutions of the directors of the Corporation relevant to the Offering, the Offered Securities, the Compensation Options and the authorization of this Agreement and the Ancillary Documents; and (giii) the incumbency and signatures of signing officers of the Corporation; (i) the Underwriter will have received a certificate of status and/or compliance (or the equivalent) for the Corporation dated within two days of the Closing Date, or such other reasonable period as may be dictated by local requirements; (j) the Corporation shall will have delivered to the Underwriter a certificate dated the Closing Date and signed by the Chief Executive Officer and Chief Financial Officer of the Corporation, certifying for and on behalf of the Corporation, and not in their personal capacities, with respect to the following matters: (i) the representations and warranties of the Corporation contained in this Agreement are true and correct in all material respects (or, if qualified by materiality, in all respects) as at the Time of Closing, with the same force and effect as if made on and as at the Time of Closing, except for such representations and warranties which are in respect of a specific date in which case such representations and warranties were true and correct, in all material respects (or, if qualified by materiality, in all respects), as of such date, after giving effect to the transactions contemplated by this Agreement; (ii) the Corporation having complied with all the covenants and fulfilled satisfied all of the terms, covenants terms and conditions of this Agreement on its part to be complied with and satisfied by the Corporation at or fulfilled up prior to the Time of Closing on Closing; (iii) no order, ruling or determination having the effect of ceasing or suspending trading in any securities of the Corporation or prohibiting the sale of the Offered Securities or any of the Corporation’s issued securities having been issued or, to the knowledge of such officers, threatened; and (iv) there having not occurred a Material Adverse Effect, or any change or development that would reasonably be expected to result in a Material Adverse Effect, or the coming into existence or discovery of a new material fact, other than as disclosed in the Corporation’s Information Record; (k) the Corporation will have caused each of the directors, senior officers and insiders of the Corporation to enter into lock-up agreements in a form satisfactory to the Corporation and the Underwriter, which will be negotiated in good faith and contain customary provisions, pursuant to which each such person agrees, for a period of 120 days after the Closing Date, not to, directly or indirectly, offer, sell, contract to sell, lend, swap, or enter into any other agreement to transfer the economic consequences of, or otherwise dispose of, or publicly announce any intention to offer, sell, contract to sell, grant or sell any option to purchase, hypothecate, pledge, transfer, assign, purchase any option or contract to sell, lend, swap or enter into any agreement to transfer the economic consequences of, or otherwise dispose of or deal with, whether through the facilities of a stock exchange, by private placement or otherwise, or monetize the economic value of, any securities of the Corporation, whether now owned directly or indirectly, or under their control or direction, or with respect to which each has beneficial ownership, subject to the following exceptions: (i) the exercise of previously issued options or other convertible securities; (ii) transfers among a shareholder’s affiliates for tax or other planning purposes; (iii) a tender or sale by a shareholder of securities of the Corporation in or pursuant to a take-over bid or similar transaction involving a change of control of the Corporation; or (iv) with the written consent of the Underwriter, such consent not to be unreasonably withheld or delayed; (l) at the Time of Closing, the Corporation will not be the subject of a cease trading order made by any Securities Commission which has not been rescinded; (m) prior to the Time of Closing, the Underwriter, Underwriter’s Counsel and the Underwriter’s technical consultants will have been provided with timely access to all information reasonably required to permit them to conduct a due diligence investigation of the Corporation and its consolidated business operations, properties, assets, affairs, prospects and financial condition, including access to management of the Corporation (including its qualified person for purposes of NI 43-101), the Corporation’s auditors and the Corporation’s Counsel in connection with one or more due diligence sessions to be held prior to the Time of Closing; and (n) the Underwriter not having exercised any rights of termination set out in Article 9.

Conditions to Purchase Obligation. 7.1 6.1 The following are conditions of the Underwriters' and the Purchasers’ ' obligations to close the purchase of the Common Shares Offered Securities from the Corporation Company as contemplated hereby, which conditions the Corporation Company covenants to exercise its commercially reasonable best efforts (other than with respect to 7.1(b) which it shall use its best efforts) to have fulfilled at or prior to the Closing Date and Date, which conditions may be waived in writing in whole or in part by the Agent Underwriters on their own behalf and on behalf of the Purchasers: (a) the Corporation’s Company's board of directors shall have authorized and approved this Agreementagreement, the form Escrow Agreement (if the Offered Securities are to be issued as Subscription Receipts), the forms of Subscription Agreements, Subscription Receipt Certificates (if the Agent’s Offered Securities are to be issued as Subscription Receipts), Compensation Warrant Certificates and all any other agreements or documents pursuant to which the Offered Securities, Compensation Warrants, Underlying Shares (if the Offered Securities are to be issued as Subscription Receipts) and instruments prepared in connection with the Offering, the sale of the Common SharesUnderlying Compensation Shares are to be issued, the issuance of the Offered Securities, Compensation Warrant Warrants, Underlying Shares (if the Offered Securities are to be issued as Subscription Receipts) and Underlying Compensation Shares and all matters relating to the foregoing; (b) each the Company shall have made and/or obtained the necessary filings, approvals, consents and acceptances of the TSX appropriate regulatory authorities in the Qualifying Provinces and Amex shall have approved the Exchange in connection with the Offering, the listing of the Common Shares issuable pursuant on terms which are acceptable to the Offering, the grant and issue of the Agent’s Warrants Company and the issue and listing of Underwriters, acting reasonably, on or prior to the Compensation Warrant Shares on Closing Date, it being understood that the exercise thereof and each of Underwriters shall do all that is reasonably required to assist the TSX and Amex shall not have disallowed the payment of the Agent’s Fee or the Work Fee (in whole or in part)Company to fulfil this condition; (c) the Offered Securities (if the Offered Securities are to be issued as at Shares) or the Underlying Shares (if the Offered Securities are to be issued as Subscription Receipts), as applicable, and the Underlying Compensation Shares shall have been conditionally accepted for listing and will, as soon as possible following their issue, be posted for trading on the Exchange (subject only to the usual conditions of the Exchange); (d) the Company shall deliver a certificate of the Company under its corporate seal and signed on behalf of the Company, without personal liability, by the President and Chief Executive Officer of the Company and one of the other senior officers of the Company as may be acceptable to the Underwriters, acting reasonably, addressed to the Underwriters and their counsel and dated the Closing Date, the Corporation will deliver a certificate addressed in form and content satisfactory to the AgentUnderwriters' counsel, signed by its Chief Executive Officeracting reasonably, certifying that: (i) there no order ceasing or suspending trading in any securities of the Company or prohibiting the issuance and sale of the Offered Securities, Compensation Warrants, Underlying Shares (if the Offered Securities are to be issued as Subscription Receipts) or Underlying Compensation Shares or any of the Company's issued securities has been issued and no adverse material change (actualproceedings for such purpose are pending or, proposed or prospective, whether financial or otherwise) in to the business, affairs, operations, prospects, assets, liabilities (contingent or otherwise) or capital best of the Corporationknowledge, on a consolidated basisinformation and belief of such officers, since the Effective Dateafter due inquiry, which has not been disclosed to the Agentthreatened; (ii) the representations and warranties of the Corporation Company contained in this Agreement and the Subscription Agreements agreement are true and correct at the Time of Closing on the Closing DateClosing, with the same force and effect as if made by the Corporation Company as at the Time of Closing on Closing, after giving effect to the Closing Date;transactions contemplated hereby; and (iii) the Corporation Company has complied with all the covenants and satisfied all the terms and conditions of this Agreement and as contained in the Subscription Agreements agreement on its part to be complied with or satisfied or waived in writing by the Agent at or prior to the Time of Closing on which have not otherwise been waived pursuant to the Closing Dateterms of this agreement; (ive) the charter documentsCompany shall have accepted the Subscription Agreements with the Purchasers and, including any amendments theretounless the Company reasonably believes it would be unlawful to do so, attached have accepted each duly executed Subscription Agreement submitted in accordance with Section 5.1(a) accompanied by the required subscription funds submitted to the officer’s certificate are full, true and correct copies and are in full force and effectCompany; (df) the Corporation Company will have caused a favourable legal opinion to be delivered by Corporation’s Counsel, its counsel addressed to the AgentUnderwriters and their counsel with respect to such matters as the Underwriters may reasonably request relating to this transaction, Agent’s Counsel acceptable in all reasonable respects to the Underwriters' counsel, including to the effect that: (i) the Company has been incorporated and is validly subsisting under the laws of its jurisdiction of incorporation and has all requisite corporate power, authority and capacity to carry on its business as now conducted and to own, lease and operate its properties and assets; (ii) the Company has the corporate capacity and power to execute and deliver this agreement, the Escrow Agreement (if the Offered Securities are to be issued as Subscription Receipts), the Subscription Agreements and any additional agreements or certificates relating to the issuance of the Offered Securities, Compensation Warrants, Underlying Shares (if the Offered Securities are to be issued as Subscription Receipts) and Underlying Compensation Shares and to perform its obligations hereunder and thereunder; (iii) this agreement, the Escrow Agreement (if the Offered Securities are to be issued as Subscription Receipts), the Subscription Agreements and the Purchasers dated other agreements, certificates or instruments pursuant to which the Offered Securities, Compensation Warrants, Underlying Shares (if the Offered Securities are to be issued as Subscription Receipts) and Underlying Compensation Shares are to be issued and sold have been duly authorized, executed and delivered by the Company and are legally binding upon the Company and enforceable in accordance with their respective terms (subject to the usual qualifications); (iv) the authorized capital of the Company consists of 100,000,000 Shares and 100,000,000 preferred shares (whereof 8,050,000 are designated as Series "A" Convertible Preferred Shares and 1,135,050 are designated as Series "B" Convertible Preferred Shares), of which no preferred shares are issued and outstanding and, immediately prior to the Time of Closing, there were 49,279,468 Shares issued and outstanding as fully paid and non-assessable; (v) the Offered Securities and the Compensation Warrants have been validly created and issued; (vi) each of (A) the Offered Securities (if the Offered Securities are to be issued as Shares) or the Underlying Shares issuable upon the automatic exercise of the Subscription Receipts (if the Offered Securities are to be issued as Subscription Receipts), as applicable; and (B) the Underlying Compensation Shares issuable upon exercise of the Compensation Warrants, have been duly allotted and reserved for issuance and when issued in accordance with the terms of this agreement, the Subscription Receipt Certificates (if the Offered Securities are to be issued as Subscription Receipts) and the Compensation Warrant Certificates, as applicable, and, in respect of the Underlying Compensation Shares, upon receipt by the Company of the proper consideration therefor, will be validly issued as fully paid and non-assessable Shares; (vii) the Exchange has accepted notice of the issuance of the Offered Securities, the Underlying Shares (if the Offered Securities are to be issued as Subscription Receipts) and the Underlying Compensation Shares and has conditionally approved the listing and posting for trading of the Offered Securities (if the Offered Securities are to be issued as Shares) or the Underlying Shares (if the Offered Securities are to be issued as Subscription Receipts), as applicable, and the Underlying Compensation Shares subject to the usual filings; (viii) the execution and delivery of this agreement, the Escrow Agreement (if the Offered Securities are to be issued as Subscription Receipts), the Subscription Agreements and the other agreements, certificates or instruments pursuant to which the Offered Securities, Compensation Warrants, Underlying Shares (if the Offered Securities are to be issued as Subscription Receipts) and Underlying Compensation Shares are to be issued, the fulfilment of the terms hereof and thereof, the issue, sale and delivery at the Closing DateDate of the Offered Securities and Compensation Warrants do not and will not result in a breach of and do not create a state of facts which after notice or lapse of time or both will result in a breach of, substantially and do not and will not conflict with, any of the terms, conditions or provisions of: (i) the constating documents of the Company; or (ii) any trust indenture, agreement or instrument to which the Company is a party or by which the Company is contractually bound on the Closing Date and, in either case of which counsel is aware and in respect of which such counsel has acted; (ix) the offering, sale and delivery by the Company to the Purchasers of the Offered Securities and the Compensation Warrants to the Underwriters are exempt from the prospectus requirements of the Applicable Securities Laws and no documents are required to be filed, proceedings taken or approvals, permits, consents, orders or authorizations obtained under the Applicable Securities Laws to permit such offering, sale and delivery, other than the filing of any private placement reports, fees or undertakings required to be filed under such laws; (x) the Company is a "reporting issuer" under the securities legislation of each of the Qualifying Provinces and is not included in a list of defaulting reporting issuers maintained by the Securities Commission of the Qualifying Provinces; (xi) Computershare Trust Company of Canada at its principal offices in the form City of Vancouver has been duly appointed as the transfer agent and registrar for the Shares; (xii) as to the first trade rights and restrictions relating to the Offered Securities, Compensation Warrants, Underlying Shares (if the Offered Securities are to be issued as Subscription Receipts) and Underlying Compensation Shares; and (xiii) as to such other legal opinion annexed hereto as Schedule “C”matters which counsel for the Company and the Underwriters, acting reasonably, may agree upon. In giving such opinionopinions, Corporation’s Counsel counsel to the Company shall be entitledentitled to rely, to the extent appropriate in the circumstances, upon local counsel and shall be entitled as to matters of fact not within its knowledge, their knowledge to rely upon a certificate of fact from responsible persons in a position to have knowledge of such facts and their accuracy. The Company agrees, and the aforesaid legal opinion shall expressly provide, that the Underwriters may deliver copies of the opinion to each of the addressees thereof; (eg) the Corporation Company will have caused a favourable legal opinion to be delivered by United States counsel to the Company acceptable in all reasonable respects to the Underwriters' counsel and the Company including an opinion to the effect that no registration of the Offered Securities or Underling Shares (if the Offered Securities are to be issued as Subscription Receipts) issued in the United States is required under the United States Securities Act of 1933, as amended; and (h) the Underwriters shall have received the aggregate purchase price for all Common Shares sold directly by it and the Corporation has held such funds or has caused to have such funds held, as applicable, in escrow and such funds continue to be held in escrow until the Closing; (f) the delivery by the Corporation of such other certificates, statutory declarations, opinions, agreements or and materials, in form and substance satisfactory to the Agent Underwriters and Agent’s Counsel, acting reasonablytheir counsel, as the Agent and Agent’s Counsel Underwriters or their counsel may reasonably request; and (g) the Corporation shall have complied with and fulfilled all of the terms, covenants and conditions of this Agreement on its part to be complied with or fulfilled up to the Time of Closing on the Closing Date.

Conditions to Purchase Obligation. 7.1 8.1 The following are conditions of the Purchasers’ ' obligations to close the purchase of the Common Shares Units from the Corporation as contemplated hereby, which conditions the Corporation covenants to exercise its commercially reasonable best efforts (other than with respect to 7.1(b) which it shall use its best efforts) to have fulfilled at or prior to the Closing Date and which conditions may be waived in writing in whole or in part by the Agent on their its own behalf and on behalf of the Purchasers: (a) the Corporation shall have made and/or obtained the necessary filings, approvals, consents and acceptances to or from, as the case may be, the Securities Commissions and the Stock Exchange required to be made or obtained by the Corporation in connection with the Offering and in order to complete the same, on terms which are acceptable to the Corporation and the Agent, acting reasonably, prior to the Closing Date; (b) the Unit Shares, Warrant Shares and Agent's Warrant Shares issued in connection with the Offering shall have been accepted for and/or reserved for listing by the Stock Exchange, subject to the usual conditions and payment of the applicable additional listing fees to the Stock Exchange; (c) at the Time of Closing, the Corporation will be a "qualifying issuer" as described in CSA Multilateral Instrument 45-102 Resale of Securities or Paragraph 1 of the Quebec Decision; (d) the Corporation’s 's board of directors shall have authorized and approved this Agreement, the form of Subscription Agreements, the respective forms of the Warrants, Agent’s Warrant 's Warrants and all other agreements and instruments prepared in connection with the Offering, the sale of the Common SharesUnits, the issuance of the Compensation Warrant Shares Underlying Securities and all matters relating to the foregoing; (b) each of the TSX and Amex shall have approved the Offering, the listing of the Common Shares issuable pursuant to the Offering, the grant and issue of the Agent’s Warrants and the issue and listing of the Compensation Warrant Shares on the exercise thereof and each of the TSX and Amex shall not have disallowed the payment of the Agent’s Fee or the Work Fee (in whole or in part); (ce) as at the Closing Date, the Corporation will deliver a certificate addressed to the AgentAgent and to the Purchasers, signed by its Chief Executive Officer, Officer certifying that: (i) there has been no adverse material change (actual, proposed or prospective, whether financial or otherwise) in the business, affairs, operations, prospects, assets, liabilities (contingent or otherwise) or capital of the Corporation, Corporation on a consolidated basis, since the Effective DateJune 30, 2003, which has not been disclosed to the Agentgenerally disclosed; (ii) since June 30, 2003, no material change, except for the Offering, has occurred with respect to which the requisite material change statement or report has not been filed and no such disclosure has been made on a confidential basis; (iii) the representations and warranties of the Corporation contained in this Agreement and the Subscription Agreements are true and correct at the Time of Closing on the Closing DateClosing, with the same force and effect as if made by the Corporation as at the Time of Closing on after giving effect to the Closing Datetransactions contemplated hereby; (iiiiv) the Corporation has complied with all the covenants and satisfied all the terms and conditions of this Agreement and as contained in the Subscription Agreements on its part to be complied with or satisfied or except as waived in writing by the Agent at or prior to the Time of Closing on the Closing DateClosing; (ivv) no order, ruling or determination having the effect of suspending the sale or ceasing the trading of the securities of the Corporation (including the Units, Agent's Warrants and the Underlying Securities) has been issued or made by any stock exchange, securities commission or other regulatory authority and is continuing in effect and no proceedings for that purpose have been instituted or are pending or to the knowledge of the Corporation, contemplated or threatened by any stock exchange, securities commission or other regulatory authority; (vi) there are no actions, suits, proceedings or inquiries, formal or informal pending or threatened against or affecting the Corporation or any of its Subsidiaries, at law or in equity, before or by any federal, provincial, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality in Canada, the United States or elsewhere which may, in any way, have a material adverse effect; (vii) no failure or default on the part of the Corporation exists under any applicable law or any under license, permit or other instrument granted or issued to the Corporation or under any contract, license, agreement or other instrument to which the Corporation is a party or by which the Corporation is bound, which may, in any way, have a material adverse effect and, the execution, delivery and performance of this Agreement and the allotment, issue and sale of the Units, Agent's Warrants and Underlying Securities will not result in such default; (viii) the charter documents, including any amendments thereto, thereto attached to the officer’s 's certificate are full, true and correct copies and are in full force and effect;; and (dix) such other matters as the Agent or the Agent's Counsel may reasonably request. (f) the Corporation will have caused a favourable legal an opinion to be delivered by the Corporation’s 's Counsel, addressed to the Agent, Agent’s 's Counsel and the Purchasers dated as of the Closing Date, substantially in the form of the legal opinion annexed hereto as Schedule “C”Exhibit "B". In giving such opinion, Corporation’s 's Counsel shall be entitledentitled to rely, to the extent appropriate in the circumstances, upon local counsel and shall be entitled as to matters of fact not within its knowledge, knowledge to rely upon a certificate of fact from responsible persons in a position to have knowledge of such facts and their accuracyaccuracy including a certificate of the Corporation's registrar and transfer agent as to the outstanding securities of the Corporation; (e) the Corporation shall have received the aggregate purchase price for all Common Shares sold directly by it and the Corporation has held such funds or has caused to have such funds held, as applicable, in escrow and such funds continue to be held in escrow until the Closing; (fg) the delivery by the Corporation of such other certificates, statutory declarations, agreements or materials, in form and substance satisfactory to the Agent and Agent’s Counsel, acting reasonably, 's Counsel as the Agent and Agent’s 's Counsel may reasonably request; and (gh) the Corporation shall have complied with and fulfilled all of the terms, covenants and conditions of this Agreement on its part to be complied with or fulfilled up to the Time of Closing on the Closing DateClosing.

Conditions to Purchase Obligation. 7.1 5.1 The following are conditions of the Purchasers’ Underwriters' obligations to close the purchase of the Common Shares Units from the Corporation Company as contemplated hereby, which conditions the Corporation Company covenants to exercise its commercially reasonable best efforts (other than with respect to 7.1(b) which it shall use its best efforts) to have fulfilled at on or prior to the Closing Date and Date, which conditions may be waived in writing in whole or in part by the Agent on their own behalf and on behalf of the PurchasersUnderwriters: (a) the Corporation’s Company will have made and/or obtained the necessary filings, approvals, consents and acceptances to or from, as the case may be, the Securities Commissions and the Exchanges required to be made or obtained by the Company in connection with the Offering, on terms which are acceptable to the Company and the Underwriters, acting reasonably, prior to the Closing Date; (b) the Company shall have delivered to the Underwriters within one business day of the issuance of the receipt for the Preliminary Prospectus by each of the Qualifying Provinces, or such later time as may be agreed upon by the Company and the Underwriters, in such Canadian cities as the Underwriters may reasonably request, the reasonable requirements of conformed commercial copies of the Preliminary Prospectus in the English and French languages; (c) the Company shall have delivered to the Underwriters within one business day of the issuance of the receipt for the Final Prospectus by each of the Qualifying Provinces, or such later time as may be agreed upon by the Company and the Underwriters, in such Canadian cities as the Underwriters may reasonably request, the reasonable requirements of conformed commercial copies of the Final Prospectus in the English and French languages; (d) the Common Shares will have been accepted for listing by the Exchanges, subject to the usual conditions, and will, at the opening of trading on the Exchanges on the Closing Date, be accepted for trading on the Exchanges; (e) the Warrant Shares will have been accepted for listing by the Exchanges, subject to the usual conditions, and will upon the due and proper exercise of the Warrants be listed on the Exchanges; (f) the Company's board of directors shall will have authorized and approved this Agreement, the form of Subscription Agreements, the Agent’s Warrant and all other agreements and instruments prepared in connection with the OfferingIndenture, the sale and issuance of the Common SharesUnits, the issuance of the Compensation Option, the issuance of the Warrant Shares upon exercise of the Warrants, and all matters relating to the foregoing; (bg) each the Company will deliver a certificate of the TSX Company and Amex shall have approved the Offering, the listing signed on behalf of the Common Shares issuable pursuant Company, but without personal liability, by the Chief Executive Officer of the Company and the Chief Financial Officer of the Company or such other senior officers of the Company as may be acceptable to the OfferingUnderwriters, acting reasonably, addressed to the grant Underwriters and issue of the Agent’s Warrants their counsel and the issue and listing of the Compensation Warrant Shares on the exercise thereof and each of the TSX and Amex shall not have disallowed the payment of the Agent’s Fee or the Work Fee (in whole or in part); (c) as at dated the Closing Date, the Corporation will deliver a certificate addressed in form and content satisfactory to the AgentUnderwriters, signed by its Chief Executive Officeracting reasonably, certifying that: (i) no order ceasing or suspending trading in any securities of the Company or prohibiting the sale of the Common Shares and Warrant comprising the Units or any of the Company's issued securities has been issued and no proceedings for such purpose are pending or, to the knowledge of such officers, threatened; (ii) to the knowledge of such officers, there has been no adverse material change (actual, proposed or prospective, whether financial or otherwise) in the business, affairs, operations, prospects, assets, liabilities (contingent or otherwise) or capital of the CorporationCompany and the Material Subsidiaries on a consolidated basis since the date hereof which has not been generally disclosed; (iii) since the date hereof, no material change relating to the Company and the Material Subsidiaries on a consolidated basis, since except for the Effective DateOffering, has occurred with respect to which the requisite material change statement or report has not been disclosed to the Agentfiled and no such disclosure has been made on a confidential basis; (iiiv) the representations and warranties of the Corporation Company contained in this Agreement and the Subscription Agreements are true and correct in all material respects at the Time of Closing on the Closing DateClosing, with the same force and effect as if made by the Corporation Company as at the Time of Closing on after giving effect to the Closing Date;transactions contemplated hereby; and (iiiv) the Corporation Company has complied with all the covenants and satisfied all the terms and conditions of this Agreement and as contained in the Subscription Agreements on its part to be complied with or satisfied or satisfied, other than conditions which have been waived in writing by the Agent Underwriters, at or prior to the Time of Closing on the Closing DateClosing; (ivh) the charter documents, including any amendments thereto, attached to the officer’s certificate are full, true and correct copies and are in full force and effect; (d) the Corporation Company will have caused a favourable legal opinion to be delivered by Corporation’s Counsel, its Canadian counsel addressed to the Agent, Agent’s Counsel Underwriters and the Purchasers dated as Underwriters' counsel, acceptable in all reasonable respects to the Underwriters, including in respect of the Closing Date, substantially those matters identified in the form of the legal opinion annexed hereto as Schedule “C”"B" hereto. In giving such opinion, Corporation’s Counsel counsel to the Company shall be entitledentitled to rely, to the extent appropriate in the circumstances, upon local counsel and shall be entitled as to matters of fact not within its knowledge, to rely upon a certificate of fact from responsible persons in a position to have knowledge of such facts and their accuracy; (ei) the Corporation shall Company will have received caused a favourable legal opinion to be delivered by Quebec counsel addressed to the aggregate purchase price for all Common Shares sold directly by it Underwriters and the Corporation has held such funds or has caused to have such funds held, as applicable, in escrow and such funds continue to be held in escrow until the Closing; (f) the delivery by the Corporation of such other certificates, statutory declarations, agreements or materialsUnderwriters' counsel, in form and substance satisfactory to the Agent and Agent’s CounselUnderwriters, acting reasonably, with respect to compliance with the laws of the Province of Quebec relating to the use of the French language in connection with the distribution of the Common Shares and Warrants comprising the Units in the Province of Quebec; (j) the Company will have caused a favourable legal opinion to be delivered by local counsel in the jurisdiction of incorporation of each of the Material Subsidiaries addressed to the Underwriters, in form and substance satisfactory to the Underwriters, acting reasonably, and with respect to the following matters: (A) the incorporation and existence of each Material Subsidiary under the laws of its jurisdiction of incorporation; (B) as to the Agent holder of the issued and Agent’s Counsel may reasonably requestoutstanding shares of each Material Subsidiary; and (gC) that each Material Subsidiary has all requisite corporate power under the laws of its jurisdiction of incorporation to carry on its business as presently carried on and own its properties and assets; (k) the Corporation Company shall have complied with and fulfilled all caused a favourable "no registration" opinion to be delivered to the Underwriters by United States counsel, in respect of sales of the terms, covenants Units in the United States or to U.S. persons; (l) the Company will have caused Deloitte and conditions Touche LLP to deliver an update of this Agreement on its part letter referred to be complied with or fulfilled up in paragraph 6(a) below; (m) the Company will cause its registrar and transfer agent to deliver a certificate as to the Time issued and outstanding common shares of Closing on the Closing DateCompany; and (n) the letter agreement between the Company and SGF Sante Inc ("SGF") in connection with the acquisition of SGF's 32.65% interest in Draxis Pharma Inc., as described in the Preliminary Prospectus has not been terminated or materially amended.

Conditions to Purchase Obligation. 7.1 5.1 The following are conditions of the Purchasers’ Underwriters' obligations to close the purchase of the Common Shares Offered Securities from the Corporation Company as contemplated hereby, which conditions the Corporation Company covenants to exercise its commercially reasonable best efforts (other than with respect to 7.1(b) which it shall use its best efforts) to have fulfilled at on or prior to the Closing Date and Date, which conditions may be waived in writing in whole or in part by the Agent on their own behalf and on behalf of the PurchasersUnderwriters: (a) the Corporation’s Company will have made and/or obtained the necessary filings, approvals, consents and acceptances to or from, as the case may be, the Securities Commissions and the Exchange required to be made or obtained by the Company in connection with the Offering, on terms which are acceptable to the Company and the Underwriters, acting reasonably, prior to the Closing Date, it being understood that the Underwriters will do all that is reasonably required to assist the Company to fulfil this condition; (b) the Company shall have delivered to the Underwriters within 24 hours of the issuance of the receipt for the Preliminary Prospectus by each of the Qualifying Provinces, or such later time as may be agreed upon by the Company and the Underwriters, in such Canadian cities as the Underwriters may reasonably request, the reasonable requirements of conformed commercial copies of the Preliminary Prospectus; (c) the Company shall have delivered to the Underwriters within 24 hours of the issuance of the receipt for the Final Prospectus by each of the Qualifying Provinces, or such later time as may be agreed upon by the Company and the Underwriters, in such Canadian cities as the Underwriters may reasonably request, the reasonable requirements of conformed commercial copies of the Final Prospectus; (d) the Offered Securities will have been accepted for listing by the Exchange, subject to the usual conditions, and will, at the opening of trading on the Exchange on the Closing Date, be accepted for trading on the Exchange; (e) the Company's board of directors shall will have authorized and approved this Agreement, the form of Subscription Agreements, the Agent’s Warrant sale and all other agreements and instruments prepared in connection with the Offering, the sale of the Common Shares, the issuance of the Compensation Warrant Shares Offered Securities and all matters relating to the foregoing; (bf) each the Company will deliver a certificate of the TSX Company and Amex shall have approved the Offering, the listing signed on behalf of the Common Shares issuable pursuant Company, but without personal liability, by the Chief Executive Officer of the Company and the Chief Financial Officer of the Company or such other senior officers of the Company as may be acceptable to the OfferingUnderwriters, acting reasonably, addressed to the grant Underwriters and issue of the Agent’s Warrants their counsel and the issue and listing of the Compensation Warrant Shares on the exercise thereof and each of the TSX and Amex shall not have disallowed the payment of the Agent’s Fee or the Work Fee (in whole or in part); (c) as at dated the Closing Date, the Corporation will deliver a certificate addressed in form and content satisfactory to the AgentUnderwriters, signed by its Chief Executive Officeracting reasonably, certifying that: (i) no order ceasing or suspending trading in any securities of the Company or prohibiting the sale of the Offered Securities or any of the Company's issued securities has been issued and no proceedings for such purpose are pending or, to the knowledge of such officers, threatened; (ii) to the knowledge of such officers, there has been no adverse material change (actual, proposed or prospective, whether financial or otherwise) in the business, affairs, operations, prospects, assets, liabilities (contingent or otherwise) or capital of the CorporationCompany and the Material Subsidiaries on a consolidated basis since the date hereof which has not been generally disclosed; (iii) since the date hereof, no material change relating to the Company and the Material Subsidiaries on a consolidated basis, since except for the Effective DateOffering, has occurred with respect to which the requisite material change statement or report has not been disclosed to the Agentfiled and no such disclosure has been made on a confidential basis; (iiiv) the representations and warranties of the Corporation Company contained in this Agreement and the Subscription Agreements are true and correct in all material respects at the Time of Closing on the Closing DateClosing, with the same force and effect as if made by the Corporation Company as at the Time of Closing on after giving effect to the Closing Date;transactions contemplated hereby; and (iiiv) the Corporation Company has complied with all the covenants and satisfied all the terms and conditions of this Agreement and as contained in the Subscription Agreements on its part to be complied with or satisfied or satisfied, other than conditions which have been waived in writing by the Agent Underwriters, at or prior to the Time of Closing on the Closing DateClosing; (ivg) the charter documents, including any amendments thereto, attached to the officer’s certificate are full, true and correct copies and are in full force and effect; (d) the Corporation Company will have caused a favourable legal opinion to be delivered by Corporation’s Counsel, its Canadian counsel addressed to the Agent, Agent’s Counsel Underwriters and the Purchasers dated as Underwriters' counsel, acceptable in all reasonable respects to the Underwriters, including in respect of the Closing Date, substantially those matters identified in the form of the legal opinion annexed hereto as Schedule “C”A” hereto. In giving such opinion, Corporation’s Counsel counsel to the Company shall be entitledentitled to rely, to the extent appropriate in the circumstances, upon local counsel and shall be entitled as to matters of fact not within its knowledge, to rely upon a certificate of fact from responsible persons in a position to have knowledge of such facts and their accuracy; (eh) the Corporation shall Company will have received the aggregate purchase price for all Common Shares sold directly by it and the Corporation has held such funds or has caused to have such funds held, as applicable, in escrow and such funds continue a favourable legal opinion to be held delivered by local counsel in escrow until the Closing; (f) jurisdiction of incorporation of each of the delivery by Material Subsidiaries addressed to the Corporation of such other certificates, statutory declarations, agreements or materialsUnderwriters, in form and substance satisfactory to the Agent and Agent’s CounselUnderwriters, acting reasonably, and with respect to the following matters: (A) the incorporation and existence of each Material Subsidiary under the laws of its jurisdiction of incorporation; (B) as to the Agent holder of the issued and Agent’s Counsel may reasonably requestoutstanding shares of each Material Subsidiary; and (gC) that each Material Subsidiary has all requisite corporate power under the Corporation shall have complied with and fulfilled all laws of the terms, covenants and conditions its jurisdiction of this Agreement incorporation to carry on its part to be complied with or fulfilled up to the Time of Closing business as presently carried on and own its properties; (i) if any Offered Securities are being sold on the Closing Date to United States purchasers pursuant to Schedule “C” to this Agreement, the Company shall have caused a favourable legal opinion to be delivered by United States counsel, in form and substance satisfactory to the Underwriters, to the effect that the sale of such Offered Securities on the Closing Date to such United States purchasers is not required to be registered under the United States Securities Act of 1933, as amended; (j) the Company will have caused a favourable title opinion to be delivered, in form and substance satisfactory to the Underwriters, acting reasonably, with respect to each of the Company’s and Material Subsidiaries’ properties; (k) the Company will have caused PricewaterhouseCoopers LLP to deliver an update of its letter referred to in paragraph 6 below; (l) the Company will cause its registrar and transfer agent to deliver a certificate as to the issued and outstanding common shares of the Company; (m) certificates representing the Offered Securities registered as the Underwriters may direct (or, in the case of Offered Securities being sold to United States purchasers, as such purchasers may direct), which certificates will be delivered in Toronto; and (n) the Underwriters will have been satisfied in their sole discretion with the due diligence review and investigation of the Company and the Material Subsidiaries perform by the Underwriters and their representatives. 5.2 The following are conditions of the Underwriters' obligations to close the purchase of the Additional Offered Securities from the Company as contemplated hereby, which conditions the Company covenants to exercise its reasonable best efforts to have fulfilled on or prior to the Option Closing Date, which conditions may be waived in writing in whole or in part by the Underwriters: (a) the Additional Offered Securities will have been accepted for listing by the Exchange, subject to the usual conditions, and will, at the opening of trading on the Exchange on the Option Closing Date, be accepted for trading on the Exchange; (b) the Underwriters shall have received an updated certificate referred to in paragraph 5.1 (f) above dated the Option Closing Date; (c) the Underwriters shall have received updated favourable legal opinions referred to in paragraphs 5.1 (g) and (h) above dated the Option Closing Date; (d) if any Additional Offered Securities are being sold on the Option Closing Date to United States purchasers pursuant to Schedule “C” to this Agreement, the Company shall have caused a favourable legal opinion to be delivered by United States counsel, in form and substance satisfactory to the Underwriters, to the effect that the sale of such Offered Securities on the Option Closing Date to such United States purchasers is not required to be registered under the United States Securities Act of 1933, as amended; (e) the Company will have caused PricewaterhouseCoopers LLP to deliver an update of its letter referred to in paragraph 6 below; (f) the Company will cause its registrar and transfer agent to deliver an updated certificate referred to in paragraph 5.1(l) above; (g) certificates representing the Additional Offered Securities registered as the Underwriters may direct (or, in the case of Additional Offered Securities being sold to United States purchasers, as such purchasers may direct), which certificates will be delivered in Toronto; and (h) the Underwriters shall have received such other certificates, agreements, materials or documents as they may reasonably request with respect to the good standing of the Company, the due authorization and issuance of the Additional Offered Securities and other matters related to the issuance of the Additional Offered Securities.

Conditions to Purchase Obligation. 7.1 The following are conditions obligations of the Purchasers’ obligations Underwriter hereunder to close purchase the purchase of the Common Offered Shares from the Corporation as contemplated herebySelling Shareholders shall be conditional upon the fulfilment at or before the Closing Time of the following conditions, which conditions the Corporation covenants to exercise its commercially reasonable best efforts Company (other than with respect to 7.1(bthe conditions to be performed by it) which it shall use its and the Selling Shareholders (with respect to the conditions to be performed by them) each covenant to exercise their respective best efforts) efforts to have fulfilled at on or prior to the Closing Date Time, and which conditions may be waived in writing in whole or in part by the Agent on their own behalf and on behalf of the PurchasersUnderwriter: (a) the CorporationUnderwriter shall have received at the Closing Time, evidence that all requisite filings, approvals, consents and acceptances to or from, as the case may be, the Securities Regulators, Securities Commissions, the TSX and the NYSE required to be made or obtained by the Company or the Selling Shareholders in order to complete the Offering have been made or obtained; (b) the Company’s board of directors shall have authorized and approved this AgreementAgreement and the filing of the Preliminary Prospectus, the form of Subscription Agreements, the Agent’s Warrant and all other agreements and instruments prepared in connection with the Offering, the sale of the Common Shares, the issuance of the Compensation Warrant Shares and all matters relating to the foregoing; (b) each of the TSX and Amex shall have approved the Offering, the listing of the Common Shares issuable pursuant to the Offering, the grant and issue of the Agent’s Warrants Amended Preliminary Prospectus and the issue and listing of the Compensation Warrant Shares on the exercise thereof and each of the TSX and Amex shall not have disallowed the payment of the Agent’s Fee or the Work Fee (in whole or in part)Final Prospectus; (c) the Company shall have delivered to the Underwriter at the expense of the Underwriter and in such numbers as the Underwriter may reasonably request, on the next Business Day after the issuance of the receipt or deemed receipt for the Amended Preliminary Prospectus or any Supplementary Material, as the case may be, in each of the Qualifying Provinces, or such later time as may be agreed upon by the Company and the Underwriter, in such Canadian cities as the Underwriter may reasonably request, the Underwriter’s reasonable requirements of conformed commercial copies of the Amended Preliminary Prospectus and any Supplementary Material, if applicable (d) the Company shall have delivered to the Underwriter at the expense of the Underwriter and in such numbers as the Underwriter may reasonably request, on the next Business Day after the issuance of the receipt or deemed receipt for the Final Prospectus or any Supplementary Material, as the case may be, in each of the Qualifying Provinces, or such later time as may be agreed upon by the Company and the Underwriter, in such Canadian cities as the Underwriter may reasonably request, the Underwriter’s reasonable requirements of conformed commercial copies of the Final Prospectus and any Supplementary Material, if applicable; (e) the Company shall have delivered to the Underwriter, at the expense of the Underwriter and in such numbers and in such cities as the Underwriter may reasonably request, commercial copies of the U.S. Private Placement Memorandum and any Supplementary Material, if applicable; (f) the Underwriter shall have received a certificate, dated as of the Closing Date, signed by the Corporation will deliver a certificate addressed President and Chief Executive Officer and the Chief Financial Officer of the Company, or such other officers of the Company as the Underwriter may agree, certifying for and on behalf of the Company, to the Agentbest of their knowledge, signed by its Chief Executive Officerinformation and belief, certifying that: (i) no order, ruling or determination having the effect of suspending the sale or ceasing the trading or prohibiting the sale of the Offered Shares or any other securities of the Company (including the Common Shares) has been issued by any regulatory authority and is continuing in effect and no proceedings for that purpose have been instituted or are pending or, to the knowledge of such officers, contemplated or threatened by any regulatory authority; (ii) there has been no adverse material change (actual, proposed or prospective, whether financial or otherwise) in the business, affairs, operations, prospectsassets, liabilities (contingent or otherwise) or capital of the Company and the Subsidiaries on a consolidated basis since the date hereof which has not been generally disclosed; (iii) no material change (actual, proposed or prospective, whether financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of the Corporation, Company and the Subsidiaries on a consolidated basis, since except for the Effective DateOffering, has occurred with respect to which the requisite material change report has not been disclosed to the Agent; (ii) the representations filed and warranties of the Corporation contained in this Agreement and the Subscription Agreements are true and correct at the Time of Closing no such disclosure has been made on the Closing Date, with the same force and effect as if made by the Corporation as at the Time of Closing on the Closing Date; (iii) the Corporation has complied with all the covenants and satisfied all the terms and conditions of this Agreement and as contained in the Subscription Agreements on its part to be complied with or satisfied or waived in writing by the Agent at or prior to the Time of Closing on the Closing Datea confidential basis; (iv) the charter documents, including any amendments thereto, attached to the officer’s certificate are full, true and correct copies and are in full force and effect; (d) the Corporation will have caused a favourable legal opinion to be delivered by Corporation’s Counsel, addressed to the Agent, Agent’s Counsel and the Purchasers dated as of the Closing Date, substantially in the form of the legal opinion annexed hereto as Schedule “C”. In giving such opinion, Corporation’s Counsel shall be entitled, as to matters of fact not within its knowledge, to rely upon a certificate of fact from responsible persons in a position to have knowledge of such facts and their accuracy; (e) the Corporation shall have received the aggregate purchase price for all Common Shares sold directly by it and the Corporation Company has held such funds or has caused to have such funds held, as applicable, in escrow and such funds continue to be held in escrow until the Closing; (f) the delivery by the Corporation of such other certificates, statutory declarations, agreements or materials, in form and substance satisfactory to the Agent and Agent’s Counsel, acting reasonably, as the Agent and Agent’s Counsel may reasonably request; and (g) the Corporation shall have duly complied with and fulfilled all of the terms, covenants and conditions of this Agreement on its part to be complied with or fulfilled up to the Closing Time; and (v) the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Time with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated by this Agreement. (g) the Underwriter shall have received at the Closing Time on the Closing Date certificates dated the Closing Date, signed by appropriate officers of the Company addressed to the Underwriter and its counsel, with respect to the Notice of Articles and Articles of the Company, all resolutions of the Company’s board of directors relating to this Agreement and the transactions contemplated hereby and thereby, the incumbency and specimen signatures of signing officers in the form of a certificate of incumbency and such other matters as the Underwriter may reasonably request; (h) the Underwriter shall have received favourable legal opinions addressed to the Underwriter and the Purchasers, in form and substance satisfactory to the Underwriter’s counsel acting reasonably, dated the Closing Date, from Xxxxx LLP, counsel for the Company and where appropriate, counsel in the other Selling Jurisdictions, which counsel in turn may rely, as to matters of fact, on certificates of auditors, public officials and officers of the Company, with respect to the following matters: (i) as to the incorporation and subsistence of the Company and the Material Subsidiary under the laws of the Province of British Columbia and as to the corporate power of the Company to carry out its obligations under this Agreement; (ii) the Company is a “reporting issuer” not included on the list of issuers in default in the Qualifying Provinces; (iii) as to the authorized and outstanding capital of the Company and the Material Subsidiary; (iv) the Company and the Material Subsidiary have all requisite corporate power and capacity under the laws of the Province of British Columbia to carry on their respective businesses as presently carried on and to own their respective properties and assets; (v) the Company has all necessary corporate power, and authority to execute and deliver this Agreement and perform its obligations hereunder; (vi) all necessary corporate action has been taken by the Company to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder and this Agreement has been duly authorized and executed and delivered by the Company and constitutes a valid and legally binding obligation of the Company enforceable against it in accordance with its terms; (vii) all necessary corporate action has been taken by the Company to authorize the execution and delivery of each of the Preliminary Prospectus, the Amended Preliminary Prospectus, the Final Prospectus and any Supplementary Material, if applicable, and the filing thereof with the Securities Commissions; (viii) the execution and delivery of this Agreement and the performance by the Company of its obligations hereunder do not and will not result in a breach of or default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or default under, and do not and will not conflict with any of the terms, conditions or provisions of the Notice of Articles or Articles of the Company or any applicable corporate law or Applicable Securities Laws; (ix) the Offered Shares have been validly issued as fully paid and non-assessable shares in the capital of the Company; (x) the rights, privileges, restrictions and conditions attaching to the Offered Shares are accurately summarized in all material respects in the Final Prospectus; (xi) all necessary documents have been filed, all requisite proceedings have been taken and all approvals, permits and consents of the appropriate regulatory authority in each of the Qualifying Provinces have been obtained by the Company to qualify the distribution or distribution to the public of the Offered Shares in each of the Qualifying Provinces through persons who are registered under applicable legislation and who have complied with the relevant provisions of such applicable legislation; (xii) the form and terms of the certificates representing the Common Shares have been approved by the directors of the Company and comply in all material respects with the Business Corporations Act (British Columbia) and the rules and by-laws of the TSX; (xiii) the Offered Shares are a qualified investment under the Tax Act and the regulations thereunder for trusts governed by registered retirement savings plans, registered retirement income funds, deferred profit sharing plans, registered education savings plans, registered disability savings plans and tax-free savings accounts. Provided that the holder of a tax-free savings account does not hold a “significant interest” (as defined in the Tax Act) in the Corporation or in any other corporation, trust or partnership that does not deal at arm’s length with the Corporation, and provided that such holder deals at arm’s length with the Corporation, the holder of a tax-free savings account will not be subject to a penalty tax; and (xiv) such other matters as the Underwriter or its counsel may reasonably request; (i) the Underwriter shall have received favourable legal opinions addressed to the Underwriter, in form and substance satisfactory to the Underwriter’s counsel acting reasonably, dated the Closing Date, from Fraser Xxxxxx Casgrain LLP, counsel for the Selling Shareholders and where appropriate, counsel in the other Selling Jurisdictions, which counsel in turn may rely, as to matters of fact, on certificates of auditors, public officials and officers of the Selling Shareholders or the general partners thereof, with respect to the following matters: (i) as to the incorporation or formation and existence of the Selling Shareholders and as to the corporate power of Evanachan Limited and the general partner of XxXxxx Trading LP to carry out its obligations under this Agreement and to sell, transfer and convey the Offered Shares; (ii) all necessary corporate action has been taken by Evanachan Limited to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder and this Agreement has been duly authorized and executed and delivered by Evanachan Limited and constitutes a valid and legally binding obligation of Evanachan Limited enforceable against it in accordance with its terms; (iii) all necessary corporate action has been taken by the general partner of XxXxxx Trading LP, for and on behalf of XxXxxx Trading LP, to authorize the execution and delivery of this Agreement and the performance of the obligations of XxXxxx Trading LP hereunder and this Agreement has been duly authorized and executed and delivered by the general partner of XxXxxx Trading LP, for and on behalf of XxXxxx Trading LP, and constitutes a valid and legally binding obligation of XxXxxx Trading LP enforceable against it in accordance with its terms; (iv) the execution and delivery of this Agreement, the performance by the Selling Shareholders of their obligations hereunder and the sale and delivery of the Offered Shares do not and will not result in a breach of or default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or default under, and do not and will not conflict with any of the terms, conditions or provisions of the governing or charter documents of the Selling Shareholders or the general partner of XxXxxx Trading LP or any applicable corporate or limited partnership law or Applicable Securities Laws; and (v) such other matters as the Underwriter or its counsel may reasonably request; (j) the Underwriter shall have received certificates of status or similar certificates with respect to the jurisdictions in which each of the Company and the Material Subsidiary are incorporated; (k) the Underwriter shall have received certificates of status or similar certificates with respect to the jurisdiction in which each of the Selling Shareholders and the general partner of XxXxxx Trading LP are incorporated or formed; (l) the Underwriter shall have received a legal opinion addressed to the Underwriter from Xxxxxx & Xxxxxxx LLP, special United States counsel to the Company, dated as of the Closing Date, in form and substance satisfactory to the Underwriter and its counsel, acting reasonably, to the effect that no registration under the U.S. Securities Act is required for the offer and sale of the Offered Shares by the Selling Shareholders in the United States or to or for the account or benefit of U.S. Persons; (m) the Underwriter shall have received a favourable title opinion addressed to the Underwriter and the Purchasers, in form and substance satisfactory to the Underwriter’s counsel, acting reasonably, dated as of the Closing Date as to the title and ownership interest in the Phoenix Gold Property; (n) the Company shall cause the Transfer Agent to deliver a certificate: (i) as to its appointment as transfer agent and registrar of the Common Shares; and (ii) as to the issued and outstanding Common Shares in the capital of the Company as at the close of business on the day prior to the Closing Date; (o) the Company will have caused De Xxxxxx Xxxx LLP, the auditors of the Company to deliver an update of its letter referred to in Section 4.1.2(j) above with such changes as may be necessary to bring the information in such letter forward to within two business days of the Closing Date, which changes shall be acceptable to the Underwriter, acting reasonably; (p) the Company will deliver such further certificates and other documentation as may be contemplated by this Agreement or as the Underwriter or its counsel may reasonably require; (q) prior to the Closing Time, any material change (actual, anticipated, contemplated or, to the knowledge of the Company, threatened, whether financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of the Company shall have been disclosed to the Underwriter in writing; and (r) the Underwriter shall, in its sole discretion, be satisfied with its due diligence review with respect to the business, assets, financial condition, affairs and prospects of the Company and the Subsidiaries.

Conditions to Purchase Obligation. 7.1 5.1 The following are conditions of the Agents' and Purchasers’ ' obligations to close the purchase of the Common Shares Offered Securities from the Corporation Company as contemplated herebyhereby (in respect of which the Agents shall act in good faith in determining whether such conditions have been fulfilled), which conditions the Corporation Company covenants to exercise its commercially reasonable best efforts (other than with respect to 7.1(b) which it shall use its best efforts) to have fulfilled at or prior to the Closing Date and Time of Closing, which conditions may be waived in writing in whole or in part by the Agent on their own behalf and on behalf of the PurchasersAgents: (a) the Corporation’s board of directors shall Company will have authorized made and/or obtained the necessary filings, approvals, consents and approved this Agreementacceptances to or from, as the case may be, the form of Subscription Agreements, Securities Commissions and the Agent’s Warrant and all other agreements and instruments prepared Exchange required to be made or obtained by the Company in connection with the Offering, on terms which are acceptable to the Company and the Agents, acting reasonably, prior to the Closing Date, it being understood that the Agents will do all that is reasonably required to assist the Company to fulfil this condition; (b) the shares comprised in the Offered Securities will have been accepted for listing by the Exchange, subject to the usual conditions, and will, as soon as possible following their issue, be posted for trading on the Exchange; (c) the Company's and the Advisor's boards of directors will have authorized and approved this agreement and such other agreements pursuant to which the Offered Securities are to be issued, the sale of the Common Shares, the and issuance of the Compensation Warrant Shares Offered Securities and all matters relating to the foregoing; (bd) the Company will deliver a certificate under its corporate seal and signed on behalf of each of them by the TSX respective chief executive officer and Amex shall have approved the Offering, the listing of the Common Shares issuable pursuant chief financial officer or such other senior officers as may be acceptable to the OfferingAgents, acting reasonably, addressed to the grant Agents and issue of the Agent’s Warrants and the issue and listing of the Compensation Warrant Shares on the exercise thereof and each of the TSX and Amex shall not have disallowed the payment of the Agent’s Fee or the Work Fee (in whole or in part); (c) as at dated the Closing Date, the Corporation will deliver a certificate addressed in form and content satisfactory to the AgentAgents' counsel, signed by its Chief Executive Officeracting reasonably, certifying that: (i) no order suspending the effectiveness of the Registration Statement or any post-effective amendment thereof has been issued, no order ceasing or suspending trading in any securities of the Company or prohibiting the sale of the Offered Securities or any of the Company's issued securities has been issued and no proceedings for such purpose are pending or, to the knowledge of such officers, threatened; (ii) to the knowledge of such officers, there has been no adverse material change (actual, proposed or prospective, whether financial or otherwise) in the business, affairs, operations, prospects, assets, liabilities (contingent or otherwise) or capital of the CorporationCompany since the date hereof which has not been generally disclosed; (iii) since the date hereof, no material change relating to the Company, except for the Offering, has occurred; (iv) the pro forma balance sheet as of June 30, 1996 and the pro forma statements of income for the year ended December 31, 1995 and for the six months ended June 30, 1996 of the Company present fairly the financial condition of the Company, on a consolidated basis, since for the Effective Date, which has not been disclosed to the Agentperiods then ended; (iiv) the representations and warranties of the Corporation Company contained in this Agreement and the Subscription Agreements agreement are true and correct at the Time of Closing on the Closing DateClosing, with the same force and effect as if made by the Corporation Company as at the Time of Closing on after giving effect to the Closing Date;transactions contemplated hereby; and (iiivi) the Corporation Company has complied with all the covenants and satisfied all the terms and conditions of this Agreement and as contained in the Subscription Agreements agreement on its part to be complied with or satisfied or waived in writing by the Agent at or prior to the Time of Closing on the Closing DateClosing; (ive) the charter documents, including any amendments thereto, attached to the officer’s certificate are full, true and correct copies and are in full force and effect; (d) the Corporation Company will have caused a favourable legal opinion to be delivered by Corporation’s Counselits Canadian and U.S. counsel, addressed to the Agent, Agent’s Counsel Agents and the Purchasers dated Agents' counsel with respect to such matters as of the Closing DateAgents may reasonably request relating to this transaction, acceptable in all reasonable respects to the Agents' counsel, including substantially those matters identified in the form of the legal opinion annexed hereto as Schedule “"C”" (Canadian counsel) and Schedule "D" (U.S. counsel) hereto. In giving such opinionopinions, Corporation’s Counsel counsel to the Company shall be entitledentitled to rely, to the extent appropriate in the circumstances, upon local counsel and shall be entitled as to matters of fact not within its knowledge, their knowledge to rely upon a certificate of fact from responsible persons in a position to have knowledge of such facts and their accuracy; (e) the Corporation shall have received the aggregate purchase price for all Common Shares sold directly by it and the Corporation has held such funds or has caused to have such funds held, as applicable, in escrow accuracy and such funds continue opinions shall be subject to be held in escrow until the Closing;customary assumptions, qualifications and exceptions; and (f) the delivery by the Corporation Company will deliver a certificate of such other certificates, statutory declarations, agreements or materials, in form its registrar and substance satisfactory transfer agent as to the Agent issued and Agent’s Counsel, acting reasonably, as the Agent and Agent’s Counsel may reasonably request; and (g) the Corporation shall have complied with and fulfilled all outstanding shares of common stock of the terms, covenants and conditions of this Agreement on its part to be complied with or fulfilled up to the Time of Closing on the Closing DateCompany.

Conditions to Purchase Obligation. 7.1 5.1 The following are conditions of the PurchasersUnderwriters’ obligations to close purchase the purchase of the Common Shares from the Corporation as contemplated hereby, which conditions the Corporation covenants to exercise its commercially reasonable best efforts (other than with respect to 7.1(b) which it shall use its best efforts) to have fulfilled at or prior to the Closing Date and which conditions may be waived in writing in whole or in part by the Agent on their own behalf and on behalf of the PurchasersUnderwriters: (a) the CorporationCompany will have made and/or obtained the necessary filings, approvals, consents and acceptances to or from, as the case may be, the Securities Commissions, SEC and the Exchanges required to be made or obtained by the Company in connection with the Offering, on terms which are acceptable to the Company and the Underwriters, acting reasonably, prior to the Closing Date, it being understood that the Underwriters will do all that is reasonably required to assist the Company to fulfill this condition; (b) the Company shall have delivered to the Underwriters without charge and in such numbers as the Underwriters may reasonably request, as soon as possible following the issuance of the Dual Prospectus Receipt for the Canadian Preliminary Prospectus by the British Columbia Securities Commission, in such cities as Canaccord, on behalf of the Underwriters, may reasonably request, the reasonable requirements of conformed commercial copies of the Canadian Preliminary Prospectus and U.S. Preliminary Prospectus; (c) the Company shall have delivered to the Underwriters without charge and in such numbers as the Underwriters may reasonably request, as soon as possible following the issuance of the Dual Prospectus Receipt for the Canadian Final Prospectus by the British Columbia Securities Commission, in such cities as Canaccord, on behalf of the Underwriters, may reasonably request, the reasonable requirements of conformed commercial copies of the Canadian Final Prospectus, U.S. Final Prospectus and any Supplemental Material, if applicable; (d) the Shares (and for certainty, including the Additional Shares) will have been accepted for listing by each of the Exchanges, subject to the usual conditions, and will, at the opening of trading on each of the Exchanges on the Closing Date or the Over-Allotment Closing Date, as applicable, be accepted for trading on each of the Exchanges; (e) the Company’s board of directors shall will have authorized and approved this Agreement, the form sale and issuance of Subscription Agreementsthe Shares, the Agent’s Warrant and all other agreements and instruments prepared in connection with the Offering, the sale granting of the Common SharesOver-Allotment Option, the issuance of the Compensation Warrant Additional Shares upon exercise of the Over-Allotment Option and all matters relating to the foregoing; (bf) each the Company will deliver a certificate of the TSX and Amex shall have approved the Offering, the listing Company signed on behalf of the Common Shares issuable pursuant Company, but without personal liability, by the Chief Executive Officer of the Company and the Chief Financial Officer of the Company or such other senior officers of the Company as may be acceptable to the OfferingUnderwriters, acting reasonably, addressed to the grant Underwriters and issue of the Agent’s Warrants and the issue and listing of the Compensation Warrant Shares on the exercise thereof and each of the TSX and Amex shall not have disallowed the payment of the Agent’s Fee or the Work Fee (in whole or in part); (c) as at dated the Closing Date, the Corporation will deliver a certificate addressed in form and content satisfactory to the AgentUnderwriters, signed by its Chief Executive Officeracting reasonably, certifying that: (i) no order, ruling or determination having the effect of suspending the sale or ceasing the trading in any securities of the Company (including the Common Shares) has been issued by any regulatory authority and is continuing in effect and no proceedings for that purpose have been instituted or are pending or, to the knowledge of such officers, contemplated or threatened by any regulatory authority; (ii) the Company has duly complied with all the terms, covenants and conditions of this Agreement on its part to be complied with up to the Closing Time; (iii) the representations and warranties of the Company contained in this Agreement are true and correct in all material respects at the Time of Closing, with the same force and effect as if made by the Company as at the Time of Closing after giving effect to the transactions contemplated hereby; (iv) there has been no adverse material change since the date hereof which has not been generally disclosed; and (v) no material change (actual, proposed or prospective, whether financial or otherwise) in the business, affairs, operations, prospects, assets, liabilities (contingent or otherwise) or capital of the Corporation, Company and the Material Subsidiaries on a consolidated basis, since except for the Effective DateOffering, has occurred with respect to which the requisite material change statement or report has not been filed and no such disclosure has been made on a confidential basis that has not been disclosed to the AgentUnderwriters in writing; (iig) the representations and warranties of the Corporation contained in this Agreement and the Subscription Agreements are true and correct at the Time of Closing on the Closing Date, with the same force and effect as if made by the Corporation as at the Time of Closing on the Closing Date; (iii) the Corporation has complied with all the covenants and satisfied all the terms and conditions of this Agreement and as contained in the Subscription Agreements on its part to be complied with or satisfied or waived in writing by the Agent at or prior to the Time of Closing on the Closing Date; (iv) the charter documents, including any amendments thereto, attached to the officer’s certificate are full, true and correct copies and are in full force and effect; (d) the Corporation Company will have caused a favourable legal opinion to be delivered by Corporation’s Counsel, its Canadian and U.S. legal counsel addressed to the AgentUnderwriters and their legal counsel, Agent’s Counsel in form and substance satisfactory to the Purchasers dated as Underwriters acting reasonably, including in respect of the Closing Date, substantially those matters identified in the form of the legal opinion annexed hereto as Schedule “C”A” hereto. In giving such opinion, Corporation’s Counsel counsel to the Company shall be entitledentitled to rely, to the extent appropriate in the circumstances, upon local counsel or to arrange, to the extent appropriate, for separate opinions of local counsel and shall be entitled as to matters of fact not within its knowledge, to rely upon a certificate of fact from responsible persons in a position to have knowledge of such facts and their accuracy; (eh) the Corporation shall Company will have received the aggregate purchase price for all Common Shares sold directly by it and the Corporation has held such funds or has caused to have such funds held, as applicable, in escrow and such funds continue a favourable legal opinion to be held delivered by local counsel in escrow until the Closing; (f) jurisdiction of incorporation of each of the delivery by Subsidiaries addressed to the Corporation of such other certificates, statutory declarations, agreements or materialsUnderwriters and their legal counsel, in form and substance satisfactory to the Agent and Agent’s CounselUnderwriters, acting reasonably, and with respect to the following matters: (i) the incorporation, continuance or amalgamation and existence of each Subsidiary under the laws of its jurisdiction of incorporation, continuance or amalgamation; (ii) as to the Agent registered ownership of the issued and Agent’s Counsel may reasonably requestoutstanding shares of each Subsidiary; and (giii) that each Subsidiary has all requisite corporate power under the laws of its jurisdiction of incorporation to carry on its business as presently carried on and own its properties; (i) the Corporation Company will have caused PricewaterhouseCoopers LLP to deliver an update of its letter referred to in Section 6.1 below to a date not more than two business days prior to the Closing Date; (j) FINRA shall have complied with confirmed that it has “no objections” to the proposed underwriting terms and fulfilled all arrangements among the Company and the Underwriters set forth in this Agreement; (k) the Company will cause its Transfer Agent to deliver a certificate dated the Closing Date as to the issued and outstanding common shares of the terms, covenants Company; (l) the Company will pay the Underwriters’ Fee as contemplated in Section 7.2; (m) the Company will deliver such further certificates and conditions of other documentation as may be contemplated in this Agreement on its part or as the Underwriters’ or their counsel may reasonably require; (n) no order ceasing or suspending trading in any securities of the Company, or ceasing or suspending trading by the directors, officers or promoters of the Company, or any one of them, or prohibiting the trade or distribution of any of the securities referred to herein will have been issued and no proceedings for such purpose will be pending or threatened; (o) as of the Time of Closing, there shall be: no reports or information that in accordance with the requirements of Regulatory Authorities in Canada and United States must be made publicly available in connection with the sale of the Shares that have not been made publicly available as required; no contracts, documents or other significant materials required to be complied filed with Regulatory Authorities in connection with the Offering that have not been filed as required and delivered to the Underwriters; no contracts, documents or fulfilled up other materials that are not described or referred to as required and delivered to the Underwriters; (p) the Underwriters shall have not exercised any rights of termination set forth in this Agreement; (q) there shall not have occurred any adverse material change (actual, anticipated, contemplated or threatened, whether financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of the Company and each of the Subsidiaries on a consolidated basis; (r) the due diligence conducted by the Underwriters shall not have revealed any adverse material change or adverse material fact in respect of the Company not generally known to the public which should have been previously disclosed, and the Underwriters being satisfied, acting reasonably, with the results of their due diligence investigation of the Company prior to the Time of Closing Closing; (s) the Company will have, as of the Time of Closing, complied with all of its material covenants and agreements contained in this Agreement, including without limitation, all requirements for approval for the listing of the Shares on the Exchanges, subject only to the usual conditions, and the Shares will, at the opening of trading on the Exchanges on the Closing Date, be listed for trading on the Exchanges; (t) the representations and warranties of the Company contained in this Agreement will be materially true and correct as of the Time of Closing; and (u) prior to the Time of Closing, any material change (actual, anticipated, contemplated or, to the knowledge of the Company, threatened, whether financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of the Company shall have been disclosed to the Underwriters in writing. 5.2 The Company covenants to exercise its commercially reasonable best efforts to have fulfilled the conditions set forth in Section 5.1 on or prior to the Closing Date, as applicable. 5.3 Any breach or failure to comply with any of the conditions set forth in Section 5.1 in any material respect shall entitle the Underwriters to terminate their obligations to sell the Shares by written notice to that effect given to the Company prior to the Time of Closing. It is understood that the Underwriters may waive, in whole or in part, or extend the time for compliance with, any of such terms and conditions without prejudice to their rights in respect of any such terms and conditions or any other subsequent breach or non-compliance; provided that to be binding on the Underwriters, any such waiver or extension must be in writing.

Conditions to Purchase Obligation. 7.1 The following are conditions of the Purchasers’ ' obligations to close the purchase of the Common Shares from the Corporation as contemplated hereby, which conditions the Corporation covenants to exercise its commercially reasonable best efforts (other than with respect to 7.1(b) which it shall use its best efforts) to have fulfilled at or prior to the Closing Date and which conditions may be waived in writing in whole or in part by the Agent on their its own behalf and on behalf of the Purchasers: (a) the Corporation shall have made and/or obtained the necessary filings, approvals, consents and acceptances to or from, as the case may be, the SEC and the Stock Exchanges required to be made or obtained by the Corporation in connection with the Offering and in order to complete the same, on terms which are acceptable to the Corporation and the Agent, acting reasonably, prior to the Closing Date; (b) the Common Shares and Compensation Warrant Shares issued in connection with the Offering shall have been accepted for and/or reserved for listing by the Stock Exchanges, subject to the usual conditions and payment of the applicable additional listing fees to the Stock Exchanges; (c) the Corporation Shall have executed and delivered the Registration Rights Agreement; (d) the Corporation shall have provided to the Agent a lock-up agreement executed by Michael Mullarkey restricting him from making any sale xx xxxxxxxxxx xx the Corporation for a period ending on the earlier of: (i) the dated registration statement filed by the Corporation in respect of the Common Shares and Compensation Warrant Shares issued pursuant to the Offering becomes effective; and (ii) 120 days after the closing of the terms of the Registration Rights Agreement becomes effective; and (ii) 120 days after the Closing Date, the foregoing restrictions shall not apply to the tendering of any securities of the Corporation made pursuant to a bona fide take-over bid made to all securityholders of the Corporation’s . (e) the Corporation's board of directors shall have authorized and approved this Agreement, the Registration Rights Agreement, the form of Subscription Agreements, the Agent’s Warrant form of Compensation Warrants and all other agreements and instruments prepared in connection with the Offering, the sale of the Common Shares, the issuance of the Compensation Warrant Shares and all matters relating to the foregoing; (b) each of the TSX and Amex shall have approved the Offering, the listing of the Common Shares issuable pursuant to the Offering, the grant and issue of the Agent’s Warrants and the issue and listing of the Compensation Warrant Shares on the exercise thereof and each of the TSX and Amex shall not have disallowed the payment of the Agent’s Fee or the Work Fee (in whole or in part); (cf) as at the Closing Date, the Corporation will deliver a certificate addressed to the AgentAgent and to the Purchasers, signed by its Chief Executive Officer, Officer certifying that: (i) there has been no adverse material change (actual, proposed or prospective, whether financial or otherwise) in the business, affairs, operations, prospects, assets, liabilities (contingent or otherwise) or capital of the Corporation, Corporation on a consolidated basis, since the Effective DateAugust 31, 2003, which has not been disclosed to the Agentgenerally disclosed; (ii) since August 31, 2003, no material change, except for the Offering, has occurred with respect to which the requisite material change statement or report has not been filed and no such disclosure has been made on a confidential basis; (iii) the representations and warranties of the Corporation contained in this Agreement and the Subscription Agreements are true and correct at the Time of Closing on the Closing DateClosing, with the same force and effect as if made by the Corporation as at the Time of Closing on after giving effect to the Closing Datetransactions contemplated hereby; (iiiiv) the Corporation has complied with all the covenants and satisfied all the terms and conditions of this Agreement and as contained in the Subscription Agreements on its part to be complied with or satisfied or except as waived in writing by the Agent at or prior to the Time of Closing on the Closing DateClosing; (ivv) no order, ruling or determination having the effect of suspending the sale or ceasing the trading of the securities of the Corporation (including the Common Shares and Compensation Warrant Shares) has been issued or made by the Stock Exchanges, the SEC or any other regulatory authority and is continuing in effect and no proceedings for that purpose have been instituted or are pending or to the knowledge of the Corporation, contemplated or threatened by the Stock Exchanges, the SEC or any other regulatory authority; (vi) the charter documents, including any amendments thereto, thereto attached to the officer’s 's certificate are full, true and correct copies and are in full force and effect;; and (dvii) such other matters as the Agent or the Agent's Counsel may reasonably request. (g) the Corporation will have caused a favourable legal an opinion to be delivered by the Corporation’s 's Counsel, addressed to the Agent, Agent’s 's Counsel and the Purchasers dated as of the Closing Date, substantially in the form of the legal opinion annexed hereto as Schedule “C”Exhibit "B". In giving such opinion, Corporation’s 's Counsel shall be entitledentitled to rely, to the extent appropriate in the circumstances, upon local counsel including United States counsel and shall be entitled as to matters of fact not within its knowledge, knowledge to rely upon a certificate of fact from responsible persons in a position to have knowledge of such facts and their accuracy;accuracy including a certificate of the Corporation's registrar and transfer agent as to the outstanding securities of the Corporation; and (e) the Corporation shall have received the aggregate purchase price for all Common Shares sold directly by it and the Corporation has held such funds or has caused to have such funds held, as applicable, in escrow and such funds continue to be held in escrow until the Closing; (fh) the delivery by the Corporation of such other certificates, statutory declarations, agreements or materials, in form and substance satisfactory to the Agent and Agent’s Counsel, acting reasonably, 's Counsel as the Agent and Agent’s 's Counsel may reasonably request; and (g) the Corporation shall have complied with and fulfilled all of the terms, covenants and conditions of this Agreement on its part to be complied with or fulfilled up to the Time of Closing on the Closing Date.

Conditions to Purchase Obligation. 7.1 8.1 The obligations of the Purchaser to complete the purchase of the Debentures shall be conditional upon accepted subscriptions or purchase agreements by the Corporation for an amount not less than the Minimum Offering. In addition, the following are conditions of the Purchasers’ ' obligations to close the purchase of the Common Shares Debentures from the Corporation as contemplated hereby, which conditions the Corporation covenants to exercise its commercially reasonable best efforts (other than with respect to 7.1(b) which it shall use its best efforts) to have fulfilled at or prior to the Closing Date and which conditions may be waived in writing in whole or in part by the Agent on their its own behalf and on behalf of the Purchasers: (a) the Corporation shall have made and/or obtained the necessary filings, approvals, consents and acceptances to or from, as the case may be, the shareholders of the Corporation’s , the Securities Commissions and the TSX and NASDAQ, required to be made or obtained by the Corporation in connection with the Canadian Offering and in order to complete the same, on terms which are acceptable to the Corporation and the Agent, acting reasonably, prior to the Closing Date; (b) the Debenture Shares, the Interest Shares, the Warrant Shares and the Agent's Warrant Shares shall have been accepted for and/or reserved for listing by the TSX and NASDAQ, subject to the usual conditions and payment of the applicable additional listing fees to the TSX and NASDAQ (c) the Corporation's board of directors shall have authorized and approved this Agreement, the form of Subscription Agreements, the respective forms of the Debentures, the Warrant Indenture, the Warrants, the Agent’s Warrant 's Warrants and all other agreements and instruments prepared in connection with the Canadian Offering, the sale of the Common SharesDebentures, the issuance of the Compensation Warrant Shares Underlying Securities and all matters relating to the foregoing; (b) each of the TSX and Amex shall have approved the Offering, the listing of the Common Shares issuable pursuant to the Offering, the grant and issue of the Agent’s Warrants and the issue and listing of the Compensation Warrant Shares on the exercise thereof and each of the TSX and Amex shall not have disallowed the payment of the Agent’s Fee or the Work Fee (in whole or in part); (cd) as at the Closing Date, the Corporation will deliver a certificate addressed to the AgentAgent and to the Purchasers, signed by either its Chief Executive Officer, Officer or Chief Financial Officer certifying that: (i) there has been no adverse material change (actual, proposed or prospective, whether financial or otherwise) in the business, affairs, operations, prospects, assets, liabilities (contingent or otherwise) or capital of the Corporation, Corporation on a consolidated basis, since the Effective DateJune 30, 2004, which has not been disclosed to the Agentgenerally disclosed; (ii) since June 30, 2004, no material change, except for the Offering, has occurred with respect to which the requisite material change statement or report has not been filed and no such disclosure has been made on a confidential basis; (iii) the representations and warranties of the Corporation contained in this Agreement and the Subscription Agreements are true and correct at the Time of Closing on the Closing DateClosing, with the same force and effect as if made by the Corporation as at the Time of Closing on after giving effect to the Closing Datetransactions contemplated hereby; (iiiiv) the Corporation has complied with all the covenants and satisfied all the terms and conditions of this Agreement and as contained in the Subscription Agreements on its part to be complied with or satisfied or except as waived in writing by the Agent at or prior to the Time of Closing on the Closing DateClosing; (ivv) no order, ruling or determination having the effect of suspending the sale or ceasing the trading of the securities of the Corporation (including the Debentures, the Warrants, the Agent's Warrants and the Underlying Securities) has been issued or made by any stock exchange, securities commission or other regulatory authority and is continuing in effect and no proceedings for that purpose have been instituted or are pending or to the knowledge of the Corporation, contemplated or threatened by any stock exchange, securities commission or other regulatory authority; (vi) there are no actions, suits, proceedings or inquiries, formal or informal pending or threatened against or affecting the Corporation or any of its Subsidiaries, at law or in equity, before or by any federal, provincial, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality in Canada, the United States or elsewhere which may, in any way, have a material adverse effect; (vii) no failure or default on the part of the Corporation exists under any applicable law or any under license, permit or other instrument granted or issued to the Corporation or under any contract, license, agreement or other instrument to which the Corporation is a party or by which the Corporation is bound, which may, in any way, have a material adverse effect and, the execution, delivery and performance of this Agreement and the allotment, issue and sale of the Debentures, the Warrants, the Agent's Warrants and Underlying Securities will not result in such default; (viii) the charter documents, including any amendments thereto, thereto attached to the officer’s 's certificate are full, true and correct copies and are in full force and effect;; and (dix) such other matters as the Agent or the Agent's Counsel may reasonably request. (e) the Corporation will have caused a favourable legal an opinion to be delivered by the Corporation’s 's Counsel, addressed to the Agent, Agent’s 's Counsel and the Purchasers dated as of the Closing Date, substantially in the form of the legal opinion annexed hereto as Schedule “C”Exhibit "B". In giving such opinion, Corporation’s 's Counsel shall be entitledentitled to rely, to the extent appropriate in the circumstances, upon local counsel and shall be entitled as to matters of fact not within its knowledge, knowledge to rely upon a certificate of fact from responsible persons in a position to have knowledge of such facts and their accuracy; (e) accuracy including a certificate of the Corporation shall have received Corporation's registrar and transfer agent as to the aggregate purchase price for all Common Shares sold directly by it and outstanding securities of the Corporation has held such funds or has caused to have such funds held, as applicable, in escrow and such funds continue to be held in escrow until the ClosingCorporation; (f) the delivery by the Corporation of such other certificates, statutory declarations, agreements or materials, in form and substance satisfactory to the Agent and Agent’s Counsel, acting reasonably, 's Counsel as the Agent and Agent’s 's Counsel may reasonably request; and (g) the Corporation shall have complied with and fulfilled all of the terms, covenants and conditions of this Agreement on its part to be complied with or fulfilled up to the Time of Closing on the Closing DateClosing.

Conditions to Purchase Obligation. 7.1 5.1 The following are conditions of the PurchasersUnderwriters’ obligations to close purchase the purchase of the Common Shares from the Corporation as contemplated hereby, which conditions the Corporation Company covenants to exercise its commercially reasonable best efforts (other than with respect to 7.1(b) which it shall use its best efforts) to have fulfilled at on or prior to the Closing Date and Date, which conditions may be waived in writing in whole or in part by the Agent on their own behalf and on behalf of the PurchasersUnderwriters: (a) the CorporationCompany will have made and/or obtained the necessary filings, approvals, consents and acceptances to or from, as the case may be, the Securities Commissions and the Exchanges required to be made or obtained by the Company in connection with the Offering, on terms which are acceptable to the Company and the Underwriters prior to the Closing Date; (b) the Company shall have delivered to the Underwriters without charge and in such numbers as the Underwriters may reasonably request, within 24 hours of the filing of the Prospectus Supplement by each of the Qualifying Provinces, or such later time as may be agreed upon by the Company and the Underwriters, in such cities as the Underwriters may request, the requirements of conformed commercial copies of the Final Prospectus and any Supplemental Material, if applicable; (c) the Company shall have delivered to the Underwriters, without charge and in such numbers and in such cities as the Underwriters may reasonably request, commercial copies of the U.S. Private Placement Memorandum and any amendments thereto; (d) the Offered Shares and the Pre-Emptive Shares will have been accepted for listing by the Exchanges, subject to the usual conditions; (e) the Company’s board of directors shall will have authorized and approved this Agreement, the form of Subscription Agreements, the Agent’s Warrant sale and all other agreements and instruments prepared in connection with the Offering, the sale of the Common Shares, the issuance of the Compensation Warrant Offered Shares and the Pre-Emptive Shares and all matters relating to the foregoing; (bf) each the Company will deliver a certificate of the TSX and Amex shall have approved the Offering, the listing Company signed on behalf of the Common Shares issuable pursuant Company, but without personal liability, by the Chief Executive Officer of the Company and the Chief Financial Officer of the Company or such other senior officers of the Company as may be acceptable to the OfferingUnderwriters, addressed to the grant Underwriters and issue of the Agent’s Warrants and the issue and listing of the Compensation Warrant Shares on the exercise thereof and each of the TSX and Amex shall not have disallowed the payment of the Agent’s Fee or the Work Fee (in whole or in part); (c) as at dated the Closing Date, the Corporation will deliver a certificate addressed in form and content satisfactory to the Agent, signed by its Chief Executive OfficerUnderwriters, certifying that: (i) no order, ruling or determination having the effect of suspending the sale or ceasing the trading in any securities of the Company (including the Common Shares) has been issued by any regulatory authority and is continuing in effect and no proceedings for that purpose have been instituted or are pending, contemplated or threatened by any regulatory authority; (ii) the Company has duly complied with all the terms, covenants and conditions of this Agreement on its part to be complied with up to the Closing Time; (iii) the representations and warranties of the Company contained in this Agreement are true and correct in all material respects at the Time of Closing, with the same force and effect as if made by the Company as at the Time of Closing after giving effect to the transactions contemplated hereby; (iv) there has been no adverse material change since the date hereof which has not been generally disclosed; and (v) no material change (actual, proposed or prospective, whether financial or otherwise) in the business, affairs, operations, prospects, assets, liabilities (contingent or otherwise) or capital of the Corporation, Company and the Material Subsidiaries on a consolidated basis, since except for the Effective DateOffering, has occurred with respect to which the requisite material change statement or report has not been disclosed to the Agentfiled and no such disclosure has been made on a confidential basis; (iig) the representations and warranties of the Corporation contained in this Agreement and the Subscription Agreements are true and correct at the Time of Closing on the Closing Date, with the same force and effect as if made by the Corporation as at the Time of Closing on the Closing Date; (iii) the Corporation has complied with all the covenants and satisfied all the terms and conditions of this Agreement and as contained in the Subscription Agreements on its part to be complied with or satisfied or waived in writing by the Agent at or prior to the Time of Closing on the Closing Date; (iv) the charter documents, including any amendments thereto, attached to the officer’s certificate are full, true and correct copies and are in full force and effect; (d) the Corporation Company will have caused a favourable legal opinion to be delivered by Corporation’s Counsel, its legal counsel addressed to the AgentUnderwriters, Agent’s Counsel in form and substance satisfactory to the Purchasers dated as Underwriters, including in respect of the Closing Date, substantially those matters identified in the form of the legal opinion annexed hereto as Schedule “C”A” hereto. In giving such opinion, Corporation’s Counsel counsel to the Company shall be entitledentitled to rely, to the extent appropriate in the circumstances, upon local counsel or to arrange, to the extent appropriate, for separate opinions of local counsel and shall be entitled as to matters of fact not within its knowledge, to rely upon a certificate of fact from responsible persons in a position to have knowledge of such facts and their accuracy; (eh) if any Offered Shares are sold in the Corporation United States or to or for the account or benefit of U.S. Persons or persons within the United States, the Company’s U.S. legal counsel, Xxxxxx & Xxxxxxx LLP, shall have received delivered a favourable legal opinion addressed to the aggregate purchase price for all Common Underwriters in form and substance satisfactory to the Underwriters to the effect that no registration of the Offered Shares sold directly by it and under the Corporation has held such funds or has caused to have such funds heldUnited States Securities Act of 1933, as applicableamended, is required for the initial sale of the Offered Shares by the Company in escrow and such funds continue the United States or to be held in escrow until or for the Closingaccount or benefit of U.S. Persons or persons within the United States; (fi) the delivery Company will have caused a favourable legal opinion and, if applicable, certificate of good standing or the equivalent to be delivered by local counsel in the Corporation jurisdiction of such other certificates, statutory declarations, agreements or materialsincorporation of each of the Material Subsidiaries addressed to the Underwriters, in form and substance satisfactory to the Agent and Agent’s CounselUnderwriters, acting reasonably, and with respect to the following matters: (i) the existence of each Material Subsidiary under the laws of its jurisdiction of incorporation; (ii) as to the Agent registered ownership of the issued and Agent’s Counsel may reasonably requestoutstanding shares of each Material Subsidiary; and (giii) that each Material Subsidiary has all requisite corporate power under the laws of its jurisdiction of incorporation, continuance or amalgamation, as applicable, to carry on its business as presently carried on and own its properties; (j) the Corporation Company will have delivered a favourable legal opinion addressed to the Underwriters, and the Underwriters’ counsel in form and substance satisfactory to the Underwriters’ counsel, from local counsel to the Company as to title and ownership interest in the Material Mineral Properties; (k) if Rio Tinto exercises its right to purchase any Pre-Emptive Shares, the Underwriters will have received a letter from Rio Tinto in a form acceptable to the Underwriters acknowledging and confirming that (i) the Underwriters shall have complied with and fulfilled all no liability whatsoever, whether in contract, tort or otherwise to Rio Tinto in respect of their acquisition of the termsPre-Emptive Shares; and (ii) Rio Tinto irrevocably waives any and all rights of action for damages or rescission that it may have at law or by statute against the Underwriters in respect of their purchase of and the Pre-Emptive Shares; (l) the Company will have caused its auditors to deliver an update to its letter referred to in Section 6.1 below to a date not more than two days prior to the Closing Date; (m) the Company will cause its Transfer Agent to deliver a certificate as to the issued and outstanding Common Shares of the Company; (n) the members of the board of directors of the Company and certain senior officers of the Company will have delivered undertakings in favour of the Underwriters agreeing not to sell, covenants directly or indirectly, any Common Shares or securities convertible or exchangeable into Common Shares (except in connection with the exchange, transfer, conversion or exercise of rights of existing outstanding securities or existing commitment to issue or sell securities) for a period of 90 days subsequent to the Closing Date without the prior written consent of Desjardins, on behalf of the Underwriters, which consent shall not be unreasonably withheld or delayed; (o) the Company will deliver such further certificates and conditions of other documentation as may be contemplated in this Agreement on or as the Underwriters’ or its part to be complied with or fulfilled up counsel may reasonably require; and (p) prior to the Time of Closing on Closing, any material change (actual, anticipated, contemplated or, to the Closing Dateknowledge of the Company, threatened, whether financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of the Company shall have been disclosed to the Underwriters in writing.

Conditions to Purchase Obligation. 7.1 The following are conditions obligations of the Purchasers’ obligations Underwriters hereunder to close purchase the purchase Units shall be conditional upon the fulfilment at or before the Closing Time of the Common Shares from the Corporation as contemplated herebyfollowing conditions, which conditions the Corporation covenants to exercise its commercially reasonable best efforts (other than with respect to 7.1(b) which it shall use its best efforts) to have fulfilled at or prior to the Closing Date and which conditions may be waived in writing in whole or in part by the Agent on their own behalf and on behalf of the PurchasersUnderwriters: (a) the CorporationUnderwriters shall have received at the Closing Time, evidence that all requisite filings, approvals, consents and acceptances to or from, as the case may be, the Securities Regulators, Canadian Securities Commissions, the TSXV and the NYSE American required to be made or obtained by the Company in order to complete the Offering have been made or obtained, including evidence satisfactory to the Underwriters that FINRA shall not have raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements of the Offering; (b) the issuance and listing of the Unit Shares and Warrant Shares (and for certainty, including the Additional Securities) shall have been conditionally approved by the TSXV and the NYSE American, as applicable, subject to the usual conditions and the Unit Shares will commence trading on the TSXV and the NYSE American, at the opening of trading on the TSXV and the NYSE American, as applicable, on the Closing Date; (c) the Company’s board of directors shall have authorized and approved this Agreement, the form of Subscription Agreements, the Agent’s Warrant and all other agreements and instruments prepared in connection with the OfferingIndenture, the sale and issuance of the Common SharesOffered Securities, the grant of the Over-Allotment Option, the issuance of the Compensation Warrant Shares Additional Securities upon exercise of the Over-Allotment Option and all matters relating related to the foregoing; (bd) each the Shelf Receipt in respect of the TSX and Amex shall have approved the Offering, the listing of the Common Shares issuable pursuant to the Offering, the grant and issue of the Agent’s Warrants and the issue and listing of the Compensation Canadian Final Warrant Shares on the exercise thereof Shelf Prospectus has been issued and each of the TSX Registration Statement and Amex shall not have disallowed the payment of Warrant Shelf Registration Statement has been declared and remains effective under the Agent’s Fee or the Work Fee (in whole or in part)U.S. Securities Act; (ce) the Company shall have delivered to the Underwriters without charge and in such numbers as at the Underwriters may reasonably request, on the next Business Day after the issuance of the Preliminary Receipt, the Final Receipt, or the Shelf Receipt, as the case may be, or such later time as may be agreed upon by the Company and the Lead Underwriter on behalf of the Underwriters, in such Canadian cities as the Lead Underwriter, on behalf of the Underwriters, may reasonably request, the reasonable requirements of conformed commercial copies of the Amended Canadian Preliminary Prospectus, the Canadian Final Prospectus, the Canadian Preliminary Warrant Shelf Prospectus, the Canadian Final Warrant Shelf Prospectus and any Supplementary Material (other than Documents Incorporated by Reference), if applicable; (f) the Company shall have delivered to the Underwriters without charge and in such numbers as the Underwriters may reasonably request, on the next Business Day after the issuance of the Preliminary Receipt, the Final Receipt, or the Shelf Receipt, as the case may be, or such later time as may be agreed upon by the Company and the Lead Underwriter on behalf of the Underwriters, in such U.S. cities as the Lead Underwriter, on behalf of the Underwriters, may reasonably request, the reasonable requirements of conformed commercial copies of the U.S. Preliminary Prospectus, the U.S. Final Prospectus, the U.S. Preliminary Warrant Shelf Prospectus, the U.S. Final Warrant Shelf Prospectus and any Supplementary Material (other than Documents Incorporated by Reference), if applicable; (g) the Underwriters shall have received a certificate, dated as of the Closing Date, signed by the Corporation will deliver a certificate addressed Chief Executive Officer and the Chief Financial Officer of the Company, or such other officers of the Company as the Underwriters may agree, certifying for and on behalf of the Company, to the Agentbest of their knowledge, signed by its Chief Executive Officerinformation and belief, certifying that: (i) no order, ruling or determination having the effect of suspending the sale or ceasing the trading or prohibiting the sale of the Offered Securities or any other securities of the Company (including the Common Shares) has been issued by any regulatory authority and is continuing in effect and no proceedings for that purpose have been instituted or are pending or, to the knowledge of such officers, contemplated or threatened by any regulatory authority; (ii) there has been no adverse material change (actual, proposed or prospective, whether financial or otherwise) in the business, affairs, operations, prospects, assets, liabilities (contingent or otherwise) ), prospects or capital of the Corporation, Company or any of the Subsidiaries on a consolidated basis, basis since the Effective Date, which has not been disclosed to the Agent; (ii) the representations and warranties of the Corporation contained in this Agreement and the Subscription Agreements are true and correct at the Time of Closing on the Closing Date, with the same force and effect as if made by the Corporation as at the Time of Closing on the Closing Datedate hereof; (iii) the Corporation Company has duly complied with all the covenants and satisfied all the terms and conditions of this Agreement and as contained in the Subscription Agreements on its part to be complied with or satisfied or waived in writing by the Agent at or prior to the Time of Closing on the Closing Date; (iv) the charter documents, including any amendments thereto, attached to the officer’s certificate are full, true and correct copies and are in full force and effect; (d) the Corporation will have caused a favourable legal opinion to be delivered by Corporation’s Counsel, addressed to the Agent, Agent’s Counsel and the Purchasers dated as of the Closing Date, substantially in the form of the legal opinion annexed hereto as Schedule “C”. In giving such opinion, Corporation’s Counsel shall be entitled, as to matters of fact not within its knowledge, to rely upon a certificate of fact from responsible persons in a position to have knowledge of such facts and their accuracy; (e) the Corporation shall have received the aggregate purchase price for all Common Shares sold directly by it and the Corporation has held such funds or has caused to have such funds held, as applicable, in escrow and such funds continue to be held in escrow until the Closing; (f) the delivery by the Corporation of such other certificates, statutory declarations, agreements or materials, in form and substance satisfactory to the Agent and Agent’s Counsel, acting reasonably, as the Agent and Agent’s Counsel may reasonably request; and (g) the Corporation shall have complied with and fulfilled all of the terms, covenants and conditions of this Agreement on its part to be complied with or fulfilled up to the Closing Time; and (iv) the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Time with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated by this Agreement; (h) the Underwriters shall have received at the Closing Time on the Closing Date certificates dated the Closing Date, signed by appropriate officers of the Company addressed to the Underwriters and their counsel, with respect to the Notice of Articles and Articles of the Company, all resolutions of the Company’s board of directors relating to this Agreement and the transactions contemplated hereby and thereby, the incumbency and specimen signatures of signing officers in the form of a certificate of incumbency and such other matters as the Underwriters may reasonably request; (i) the Underwriters shall have received certificates of status or similar certificate with respect to the jurisdiction in which each of the Company and the Material Subsidiaries are incorporated; (j) the Underwriters shall have received favourable legal opinions addressed to the Underwriters, in form and substance satisfactory to the Underwriters and Underwriters’ counsel acting reasonably, dated the Closing Date, from Xxxxxx Law LLP, counsel for the Company and where appropriate, counsel in the other Selling Jurisdictions, which counsel in turn may rely, as to matters of fact, on certificates of auditors, public officials and officers of the Company, with respect to the following matters: (i) the incorporation and subsistence of the Company under the laws of the Province of British Columbia and that each has all requisite corporate power and capacity under the laws of the Province of British Columbia to carry on its business as presently carried on and to own its properties and assets; (ii) the Company is a “reporting issuer” not included on the list of issuers in default in the Qualifying Provinces; (iii) the authorized and outstanding capital of the Company; (iv) the Company has all necessary corporate power, capacity, and authority to (A) execute and deliver this Agreement and the Warrant Indenture and perform its obligations hereunder and thereunder, (B) to create issue and sell, as applicable, the Offered Securities, and (C) to grant the Over-Allotment Option; (v) all necessary corporate action has been taken by the Company to authorize the execution and delivery of this Agreement, the Warrant Indenture and the performance of its obligations hereunder and thereunder and this Agreement and the Warrant Indenture have been duly authorized and executed and delivered by the Company and each constitutes a valid and legally binding obligation of the Company enforceable against it in accordance with its terms; (vi) all necessary corporate action has been taken by the Company to authorize the execution and delivery of each of the Canadian Preliminary Prospectus, the Amended Canadian Preliminary Prospectus, the Canadian Final Prospectus, the Canadian Preliminary Warrant Shelf Prospectus, the Canadian Final Warrant Shelf Prospectus and any Supplementary Material, if applicable, and the filing thereof with the Canadian Securities Commissions; (vii) the execution and delivery of this Agreement, the Warrant Indenture and the performance by the Company of its obligations hereunder, the sale, issuance and delivery of the Offered Securities and the grant of the Over-Allotment Option, do not and will not result in a breach of or default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or default under, and do not and will not conflict with any of the terms, conditions or provisions of the Notice of Articles or Articles of the Company, any applicable corporate law or Applicable Securities Laws; (viii) the Unit Shares have been validly issued as fully paid and non-assessable securities in the capital of the Company and the additional Unit Shares will, upon exercise of the Over-Allotment Option and payment therefor, be validly issued as fully paid and non-assessable securities in the capital of the Company; (ix) the Warrants have been duly and validly created and issued and the Additional Warrants have been authorized for issuance and will, upon exercise of the Over-Allotment Option and payment therefor, be validly issued; (x) the Warrant Shares have been reserved and authorized and allotted for issuance and upon the payment therefor and the issue thereof upon exercise of the Warrants in accordance with the provisions of the Warrant Indenture, the Warrant Shares will be validly issued as fully paid and non-assessable shares in the capital of the Company; (xi) the rights, privileges, restrictions and conditions attaching to the Offered Securities and the Over-Allotment Option are accurately summarized in all material respects in the Canadian Final Prospectus and the Canadian Final Warrant Shelf Prospectus; (xii) all necessary documents have been filed, all requisite proceedings have been taken and all approvals, permits and consents of the appropriate regulatory authority in each of the Qualifying Provinces have been obtained by the Company to qualify the distribution or distribution to the public of the Offered Securities in each of the Qualifying Provinces through persons who are registered under the Applicable Securities Laws in the Qualifying Provinces and who have complied with the relevant provisions of the Applicable Securities Laws in the Qualifying Provinces and to qualify the grant of the Over-Allotment Option to the Underwriters; (xiii) the issuance by the Company of the Warrant Shares upon due exercise of the Warrants is exempt from, or is not subject to, the prospectus requirements of the Applicable Securities Laws of the Qualifying Provinces and no prospectus or other documents are required to be filed, proceedings taken, or approvals, permits, consents or authorizations obtained under the Applicable Securities Laws of the Qualifying Provinces in connection therewith; (xiv) the first trade in, or resale of the Warrant Shares is exempt from, or is not subject to, the prospectus requirements of the Applicable Securities Laws of the Qualifying Provinces and no filing, proceeding or approval will need to be made, taken or obtained under such laws in connection with any such trade, provided that the trade is not a “control distribution” (as defined in National Instrument 45-102 – Resale of Securities) and the Corporation is a reporting issuer at the time of the trade; (xv) subject only to the standard listing conditions, the Unit Shares and Warrant Shares (including for certainty the Additional Securities) have been conditionally approved for listing on the TSXV; (xvi) subject to the qualifications and assumptions set out therein, the statements set forth in the Canadian Final Prospectus under the headings “Eligibility for Investment” and “Certain Canadian Federal Income Tax Considerations”, insofar as they purport to describe the provisions of the laws referred to therein, are fair and accurate summaries of the matters discuss therein; (xvii) the statements in the Registration Statement and Warrant Shelf Registration Statement under “Part II – Information Not Required to be Delivered to Offerees or Purchasers – Indemnification of Directors and Officers” and “Part II – Information Not Required to be Delivered to Offerees or Purchasers – Articles of Registrant” insofar as such statements summarize legal matters or documents discussed therein, are fair summaries of such legal matters or documents in all material respects; (xviii) Computershare Trust Company of Canada has been duly appointed as the transfer agent for the Common Shares and the warrant agent for the Warrants; and (xix) such other matters as the Underwriters or their counsel may reasonably request; (k) the Underwriters shall have received favourable legal opinions to be delivered by outside legal counsel addressed to the Underwriters, in form and substance satisfactory to the Underwriters, acting reasonably, with respect to the following matters: (i) the incorporation and existence of the Material Subsidiaries under the laws of their respective jurisdictions of formation; (ii) as to the authorized share capital of each of the Material Subsidiaries and the holders of the issued and outstanding shares of such entity; and (iii) that the Material Subsidiaries has all requisite corporate power under the laws of their respective jurisdictions of formation to carry on its business as presently carried on and to own its assets and properties; (l) the Underwriters shall have received a legal opinion addressed to the Underwriters from Xxxxxx Xxxxxxx Xxxxx LLP, U.S counsel to the Company, dated as of the Closing Date, in form and substance satisfactory to the Underwriters and Underwriters’ counsel, acting reasonably, with respect to the following matters: (i) To the extent that due execution and delivery of this Agreement constitute matters of contract law of the State of New York, this Agreement has been duly executed and delivered by the Company. (ii) To the extent that due execution and delivery of the Warrant Indenture constitute matters of contract law of the State of New York, the Warrant Indenture has been duly executed and delivered by the Company. (iii) None of (i) the execution and delivery by the Company of this Agreement and the Warrant Indenture and (ii) the consummation by the Company of the issuance and sale of the Units pursuant to this Agreement, (A) constituted, constitutes or will constitute a breach or violation of, or a default (or an event which, with notice or lapse of time or both, would constitute such a default), under any Applicable Agreement (as defined in such opinion), (B) resulted, results or will result in the creation of any security interest in, or lien upon, any of the property or assets of the Company pursuant to any Applicable Agreement, (C) resulted, results or will result in any violation of (i) applicable laws of the State of New York or (ii) applicable laws of the United States of America or (D) resulted, results or will result in the contravention of any Applicable Order (as defined in such opinion). (iv) No Governmental Approval or Filing, that has not been obtained or made and is not in full force and effect, is required to authorize, or is required for, the execution and delivery by the Company of this Agreement and the Warrant Indenture or the consummation of the issuance and sale of the Units pursuant to this Agreement. As used in this paragraph, “Governmental Approval or Filing” means any consent, approval, license, authorization or validation of, or filing, recording or registration with, any executive, legislative, judicial, administrative or regulatory body of the State of New York or the United States of America, pursuant to (i) applicable laws of the State of New York or (ii) applicable laws of the United States of America.