UNDERWRITING AGREEMENT

Exhibit 5

UNDERWRITING AGREEMENT

December 9, 2010

Xxxxxxx Mines Corp.
000 Xxx Xxxxxx, Xxxxx 000
Xxxxxxx, XX X0X 0X0

Attention: Xxx X. Xxxxxxxxx, President and Chief Executive Officer, and
Xxxxx X. Xxxxxxxx, Executive Vice-President and Chief Financial Officer

Dear Sirs:

GMP Securities L.P. and Scotia Capital Inc. (collectively, the “Underwriters”) understand that Xxxxxxx Mines Corp. (“Xxxxxxx” or the “Company”) proposes to issue and sell to the Underwriters 25,000,000 special warrants (the “Special Warrants”) of the Company at a price of $2.45 per Special Warrant (the “Special Warrant Issue Price”) for aggregate gross proceeds of $61,250,000. Each Special Warrant shall be issued under the Special Warrant Indenture (as defined herein) and upon exercise or deemed exercise thereof shall entitle the holder thereof to receive, without payment of additional consideration, one common share (a “Special Warrant Share”) of the Company. The Underwriters also understand that the Company proposes to issue and sell 1,400,000 flow-through special warrants to be issued as “flow-through shares” as defined in subsection 66(15) of the Income Tax Act (Canada) (the “FT Special Warrants” and together with the Special Warrants, the “Offered Securities”) of the Company at a price of $3.00 per FT Special Warrant (the “FT Special Warrant Issue Price”) for aggregate gross proceeds of $4,200,000. Each FT Special Warrant shall be issued under the FT Special Warrant Indenture (as defined herein) and shall entitle the holder thereof to receive, without payment of additional consideration, one common share (a “FT Special Warrant Share”) of the Company. We also understand that the Company will prepare and file, in accordance with the terms hereof, the Preliminary Prospectus (as defined herein) and the Final Prospectus (as defined herein) and all other necessary documents in order to qualify the Underlying Securities (as defined herein) issuable upon exercise of the Offered Securities to purchasers resident in, or otherwise subject to the Canadian Securities Laws (as defined herein). In the event the Qualification Date (as defined herein) has not occurred prior to 5:00 p.m. (Toronto time) on December 31, 2010 (the “Qualification Deadline”), each unexercised Special Warrant will thereafter entitle the holder to receive upon the exercise thereof, for no additional consideration, 1.1 Special Warrant Shares (instead of one Special Warrant Share) (the additional 0.1 Special Warrant Shares are collectively referred to herein as the “Penalty Shares”). For greater certainty, holders of FT Special Warrants shall not be entitled to any Penalty Shares.

Upon and subject to the terms and conditions set forth herein, the Underwriters severally, in the Relevant Proportions, and not jointly, agree to purchase from the Company, and by its acceptance hereof, the Company agrees to sell to the Underwriters the Special Warrants on the Closing Date. Additionally, subject to the terms and conditions hereof, the Underwriters hereby agree to act as, and the Corporation by this Agreement appoints the Underwriters as, the sole and exclusive agents of the Company to offer the FT Special Warrants for sale on the Closing Date of the FT Special Warrant Issue Price, provided that if less than 1,400,000 FT Special Warrants are sold by the Underwriters as agents, the Underwriters hereby severally, and not jointly, agree to purchase as principals, in the respective percentages set forth in section 16 hereof, that number of FT Special Warrants that, together with the FT Special Warrants sold by the Underwriters as agents, aggregates 1,400,000 FT Special Warrants. To the extent that substituted purchasers purchase any Special Warrants at the Closing Time, the obligations of the Underwriters to do so will be reduced by the number of Special Warrants purchased from the Company by such substituted purchasers. Any reference in this Agreement to “the Purchasers” in respect of the Special Warrants shall be taken to be a reference to the Underwriters, as the initial committed purchasers, and to the substituted purchasers, if any. Any reference to the Underwriters’ obligation to purchase the Offered Securities shall be interpreted to mean the obligation of the Underwriters to purchase the Special Warrants and the obligation of the Underwriters to purchase as principals that the number of the 1,400,000 FT Special Warrants that are not sold by the Underwriters as agents hereunder.

The Offered Securities will be offered to Purchasers (as hereinafter defined) resident in each of the provinces of Canada, other than Québec (the “Offering Jurisdictions”) on a private placement basis and the Special Warrants will be offered in certain jurisdictions outside Canada on a private placement basis pursuant to exemptions from the prospectus and registration requirements of applicable Securities Laws (as hereinafter defined) and equivalent requirements of securities laws applicable in those jurisdictions outside Canada where the Special Warrants may be offered for sale. For greater certainty, the FT Special Warrants will be offered only in the Offering Jurisdictions and not outside of Canada.

The Underwriters shall be entitled to appoint, at the Underwriters’ expense, a soliciting dealer group consisting of other registered dealers acceptable to the Company for the purposes of arranging for purchases of the Offered Securities. The Underwriters shall ensure that any investment dealer who is a member of any soliciting dealer group formed by the Underwriters pursuant to the provisions of this Agreement or with whom any Underwriter has a contractual relationship with respect to the Offering, if any, agrees with such Underwriter to comply with the covenants and obligations given by the Underwriters herein.

The parties acknowledge further that the Offered Securities, the Special Warrant Shares and the Flow-Through Special Warrant Shares have not been and will not be registered under the U.S. Securities Act (as defined below) or under applicable state securities laws. The FT Special Warrants may not be offered or sold, directly or indirectly, in the United States (as defined below), and the Special Warrants may not be offered or sold in the United States, except pursuant to exemptions from the registration requirements of the U.S. Securities Act and the applicable laws of any state of the United States. Accordingly, the Company and each of the Underwriters agree that any offers or sales of the Special Warrants shall be conducted only in the manner specified in Schedule “A” hereof. Any sales of Special Warrants in the United States shall be made directly by the Company to persons in the United States purchasing as substituted purchasers, and the Underwriters shall act in the capacity as placement agents for such sales. All actions to be undertaken by the Underwriters in the United States and to U.S. Persons in connection with the matters contemplated herein shall be undertaken through one or more of the Underwriters’ U.S. Affiliates (as defined below) and all offers and sales of Special Warrants shall be conducted only in the manner specified in Schedule “A” hereto.

In consideration of the Underwriters’ services to be rendered in connection with the Offering (as defined below), including the agreement of the Underwriters to: (a) act as agent in connection with the Offering of the sale of FT Special Warrants; (b) purchase the Special Warrants and to offer them to substituted purchasers in the Offering Jurisdictions and to purchase any FT Special Warrants not sold by the Underwriters as agent; (c) arrange for substituted purchasers of Special Warrants; and (d) act as placement agent for the Special Warrants in the United States and other offshore jurisdictions, the Company shall pay to the Underwriters at Closing (as defined below) a cash commission (the “Commission”) equal to 5.0% of the gross proceeds realized by the Company in respect of the sale of the Offered Securities, which will be paid to the Underwriters in their Relevant Proportions (as defined below). The obligation of the Company to pay the Commission shall arise at the Closing Time against payment for the Offered Securities and the Commission shall be fully earned by the Underwriters at that time.

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DEFINITIONS

In this Agreement, in addition to the terms defined above or elsewhere in this Agreement, the following terms shall have the following meanings:

“Act” means the Income Tax Act (Canada), together with any and all regulations promulgated thereunder, as amended from time to time and shall include, for purposes of Québec income taxation, a reference to the equivalent word or term, if any, defined in the Taxation Act (Québec) or regulations thereunder as such act may be amended, re-enacted or replaced from time to time. Any reference to a filing or similar requirement imposed under the Act shall include, for purposes of Québec income taxation, a reference to the equivalent filing or similar requirement, where applicable, under the Taxation Act (Québec) or regulations thereunder as the Income Tax Act (Canada) may be amended, re-enacted or replaced from time to time; provided that, if no filing or similar requirement is provided under the Taxation Act (Québec) or regulations thereunder, a copy of any material filed under the Income Tax Act (Canada) or regulations thereunder shall be filed with the Ministère du Revenu du Québec;

“Agreement” means the agreement resulting from the acceptance by the Company of the offer made hereby;

“Business Day” means any day except Saturday, Sunday or a statutory or civic holiday in the City of Toronto, or any other day on which the principal chartered banks located in the City of Toronto are not open for business;

“Canadian Exploration Expenses” or “CEE” means Canadian exploration expense incurred in 2010 of the nature referred to in paragraphs (f) or (g) of the definition of “Canadian exploration expense” in subsection 66.1(6) of the Act or that would be described in paragraph (h) of such definition if the reference therein to “ paragraphs (a) to (d) and (f) to (g.1)” were a reference to paragraph (f) and (g) or incurred in 2011 of the nature referred to in paragraph (f) of the definition of “Canadian exploration expense” in subsection 66.1(6) of the Act or that would be described in paragraph (h) of such definition if the reference therein to “sections (a) to (d) and (f) to (g.1)” were a reference to paragraph (f), excluding expenses that are “Canadian exploration and development overhead expenses” (as defined in the Regulations for purposes of paragraph 66(12.6)(b) of the Act) of the Corporation, the amount of any assistance described in paragraph 66(12.6)(b) of the Act, amounts which constitute specified expenses for seismic data described in paragraph 66(12.6)(a.1) of the Act or any expenses for prepaid services or rent that do not qualify as outlays and expenses for the period as described in the definition of “expense” in subsection 66(15) of the Act;

“Canadian GAAP” means Canadian generally accepted accounting principles as set forth in the Handbook of the Canadian Institute of Chartered Accountants or a successor entity, as amended from time to time;

“Canadian Securities Regulators” means, collectively, the applicable securities commission or securities regulatory authority in each of the Qualifying Jurisdictions;

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“Closing” means the completion of the issue and sale by the Company and the purchase by the Underwriters on the Closing Date of the Offered Securities as contemplated by this Agreement;

“Closing Date” means December 9, 2010 or such other date as the Company and the Underwriters may agree in writing;

“Closing Time” means 8:00 a.m. (Toronto time) on the Closing Date or such other time on the Closing Date as the Company and the Underwriters may agree in writing;

“Commitment Amount” means the FT Special Warrant Issue Price multiplied by the number of FT Special Warrants subscribed and paid for pursuant to the FT Subscription Agreements;

“Common Shares” means the common shares of the Company, which the Company is authorized to issue as constituted on the date hereof;

“Company’s Auditors” means such firm of chartered accountants as the Company may have appointed or may from time to time appoint as auditors of the Company;

“Continuing Underwriters” has the meaning ascribed to in section 15 hereof;

“CRA” means the Canada Revenue Agency;

“Credit Facility” means the US$60,000,000 revolving term credit facility with The Bank of Nova Scotia pursuant to the credit agreement dated June 30, 2008, as amended as of December 11, 2008 and December 31, 2009;

“Debt Instrument” means any loan, bond, debenture, promissory note or other instrument evidencing indebtedness (demand or otherwise) for borrowed money or other liabilities;

“Disclosure Documents” means, collectively, all of the documentation which has been filed by or on behalf of Xxxxxxx with the relevant Canadian Securities Regulators pursuant to the requirements of applicable Canadian Securities Laws, including all press releases, material change reports (excluding any confidential material change report) and financial statements of the Company;

“Documents Incorporated by Reference” means all financial statements, management’s discussion and analysis of results of operations and financial condition, management proxy circulars, annual information forms, material change reports or other documents issued by the Company, whether before or after the date of this Agreement, that are required to be incorporated by reference into the Preliminary Prospectus, the Final Prospectus and/or any Supplementary Material, as applicable;

“Environmental Laws” has the meaning ascribed thereto in section 4.1(kk);

“Equity Securities” has the meaning ascribed thereto in section 7 hereof;

“Expiry Date” means the date that is the earlier of (a) the third Business Day after the Qualification Date; and (b) April 10, 2011;

“Expenditure Period” means the period commencing on the date of acceptance by the Company of the FT Subscription Agreements and ending on the earlier of (a) the date on which the Commitment Amount has been fully expended in accordance with the terms hereof and the FT Subscription Agreements; and (b) December 31, 2011;

“Expiry Time” means 5:00 p.m. (Toronto time) on the Expiry Date;

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“Final Prospectus” means the final short form prospectus, including all of the Documents Incorporated by Reference, to be prepared by the Company relating to the qualification for distribution of the Underlying Securities to purchasers resident in or otherwise subject to the laws of one of the Qualifying Jurisdictions and for which a receipt will be issued by the Ontario Securities Commission, as principal regulator, on its own behalf and on behalf of each of the other Canadian Securities Regulators;

“Financial Statements” has the meaning ascribed thereto in section 4.1(f);

“Flow-Through Amount” means the aggregate amount paid by Purchasers for the FT Special Warrants;

“FT Purchasers” means the persons who, as purchasers, acquire the FT Special Warrants by duly completing, executing and delivering FT Subscription Agreements and any other required documentation and permitted assignees or transferees of such persons from time to time;

“FT Special Warrant Indenture” means the special warrant indenture dated December 9, 2010 between the Company and Computershare Trust Company of Canada governing the FT Special Warrants;

“FT Special Warrants” has the meaning given to it in the first pargraph of this Agreement;

“FT Subscription Agreements” means the Subscription Agreements for the FT Special Warrants;

“Governmental Authority” means any (a) multinational, federal, provincial, state, regional, municipal, local or other government, governmental or public department, ministry, central bank, court, tribunal, arbitral body, bureau or agency, domestic or foreign, (b) any subdivision, agent, commission, board, or authority of any of the foregoing, or (c) any quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any foregoing, and any stock exchange or self-regulatory authority and, for greater certainty, includes the Securities Regulators;

“Indentures” means, collectively, the Special Warrant Indenture and the FT Special Warrant Indenture;

“KEPCO” means the Korea Electric Power Corporation and its affiliates;

“Material Agreement” means any material note, Debt Instrument, indenture, mortgage or other form of indebtedness and any material contract, commitment, agreement (written or oral), instrument, lease or other document, including licence agreements and agreements relating to intellectual property, to which the Company or a Material Subsidiary is a party;

“Material Subsidiaries” means the corporations and other entities listed in section 4.1(b);

“misrepresentation”, “material fact”, “material change”, “affiliate”, “associate”, and “distribution” have the respective meanings ascribed thereto in the Securities Act (Ontario);

“NI 43-101” means National Instrument 43-101 — Standards of Disclosure for Mineral Projects adopted by the Canadian Securities Regulators;

“NI 44-101” means National Instrument 44-101 — Short Form Prospectus Distributions adopted by the Canadian Securities Regulators;

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“NP 11-202” means National Policy 11-202 — Process for Prospectus Reviews in Multiple Jurisdictions adopted by the Canadian Securities Regulators and its related memorandum of understanding;

“NYSE Amex” means NYSE Amex LLC;

“Offering” means the issuance and sale of the Offered Securities pursuant to this Agreement;

“Offering Documents” means the Preliminary Prospectus, the Final Prospectus and any Supplementary Material;

“Opinion Subsidiaries” means, collectively, Xxxxxxx Mines Inc., Xxxxxxx Mines Holdings Corp., Xxxxxxx Mines (USA) Corp., Xxxxxxx Colorado Plateau LLC, Xxxxxxx Xxxxx Mountains LLC, Xxxxxxx Arizona Strip LLC, OmegaCorp Limited, OmegaCorp Resources Pty Ltd, Xxxxxxx Mines Zambia Limited and Xxxxxxx White Mesa LLC;

“Person” shall be broadly interpreted and shall include any individual, corporation, partnership, joint venture, association, trust or other legal entity;

“Personnel” has the meaning ascribed thereto in section 12(a) hereof;

“Preliminary Prospectus” means the short form preliminary prospectus, including all of the Documents Incorporated by Reference, to be prepared by the Company relating to the qualification for distribution to purchasers resident in or otherwise subject to the laws of one of the Qualifying Jurisdictions for which a receipt will be issued by the Ontario Securities Commission, as principal regulator, on its own behalf and on behalf of each of the other Canadian Securities Regulators;

“Prescribed Forms” means the forms prescribed from time to time under subsection 66(12.7) of the Act to be filed by the Company within the prescribed times renouncing to the purchasers of FT Special Warrants the Resource Expenses incurred in respect of FT Special Warrants and all parts or copies of such forms required by CRA and any applicable provincial taxation authority to be delivered to the purchasers of FT Special Warrants;

“Principal Business Corporation” means a “principal-business corporation” as defined in subsection 66(15) of the Act;

“Proceedings” has the meaning ascribed thereto in section 24 hereof;

“Prospectus” means, collectively, the Preliminary Prospectus, the Final Prospectus and any amendments thereto;

“Purchasers” means the persons who, as purchasers, acquire the Special Warrants and/or the FT Special Warrants by duly completing, executing and delivering Subscription Agreements and any other required documentation and permitted assignees or transferees of such persons from time to time;

“Qualification Date” means the date on which a receipt for the Final Prospectus is issued by the Ontario Securities Commission, as principal regulator, on its own behalf and on behalf of each of the other Canadian Securities Regulators;

“Qualifying Jurisdictions” means, collectively, each of the Offering Jurisdictions in which the Offered Securities are sold to Purchasers hereunder;

“Refusing Underwriter” has the meaning ascribed thereto in section 15 hereof;

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“Relevant Proportions” has the meaning ascribed thereto in section 15 hereof;

“Resource Expense” means an expense that is a CEE which qualifies as a “flow-through mining expenditure” as defined in subsection 127(9) of the Act and which is incurred on or after the Closing Date and on or before the Termination Date which may be renounced by the Company pursuant to subsection 66(12.6) of the Act with an effective date not later than December 31, 2010 and in respect of which, but for the renunciation, the Company would be entitled to a deduction from income for income tax purposes;

“Securities Laws” means, the Canadian Securities Laws and the securities laws of the United States and the respective regulations made thereunder, together with applicable published fee schedules, prescribed forms, policy statements, orders, blanket rulings and other regulatory instruments of the securities regulatory authorities in such jurisdictions;

“Securities Regulators” means, collectively, the TSX, the NYSE Amex and the securities commissions or other securities regulatory authorities in the Qualifying Jurisdictions and the United States, as the case may be;

“Special Warrant Indenture” means the special warrant indenture dated December 9, 2010 between the Company and Computershare Trust Company of Canada governing the Special Warrants;

“Standard Listing Conditions” has the meaning ascribed thereto in section 3(a)(iv) hereof;

“Strategic Relationship Agreement” means the strategic relationship agreement between the Company, KEPCO and KEPCO Canada Uranium Investment Limited Partnership, dated June 15, 2009;

“Subscription Agreements” means, collectively, the subscription agreements (in respect of the Special Warrants) and the subscription and renunciation agreements (in respect of the FT Special Warrants) each in the form agreed upon by the Underwriters and the Company pursuant to which each of the Purchasers agree to subscribe for and purchase the Special Warrants and/or FT Special Warrants, as applicable, and shall include, for greater certainty, all schedules thereto;

“subsidiary” has the meaning ascribed thereto in the Business Corporations Act (Ontario);

“Supplementary Material” means, collectively, any amendment to the Preliminary Prospectus, the Final Prospectus, any amendment or supplemental prospectus or ancillary materials that may be filed by or on behalf of the Company under Canadian Securities Laws relating to the distribution of the Underlying Securities thereunder;

“Taxes” has the meaning ascribed thereto in section 4.1(i) hereof;

“Termination Date” means December 31, 2011;

“to the Company’s knowledge”, “to the knowledge of the Company” or words of similar effect means that no information or fact has come to the attention of any senior officer of the Company, including, but not be limited to, the Chief Executive Officer and the Chief Financial Officer, after due enquiry, which has given such person actual knowledge to the contrary concerning the existence or absence of the facts or circumstances referred to;

“Transfer Agent” means Computershare Investor Services Inc., in its capacity as transfer agent and registrar of the Company at its principal offices in the city of Xxxxxxx, Xxxxxxx;

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“TSX” means the Toronto Stock Exchange;

“Underlying Securities” means the Special Warrant Shares, the FT Special Warrant Shares and the Penalty Shares (as applicable);

“Underwriters’ Personnel” has the meaning ascribed thereto in section 12 hereof;

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

“U.S. Affiliate” means a duly registered U.S. broker-dealer affiliate of an Underwriter; and

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

TERMS AND CONDITIONS

1. Corporation’s Covenants Related to the Offering.

(a) The Company hereby covenants to the Underwriters and to the Purchasers and their permitted assigns, and acknowledges that each of them is relying on such covenants in purchasing the Offered Securities, that the Company shall:

(i) prior to the filing of the Preliminary Prospectus, the Final Prospectus and any Supplementary Material, the Company will allow the Underwriters to participate fully in the preparation of the Preliminary Prospectus, the Final Prospectus and any Supplementary Material and shall allow the Underwriters to conduct all due diligence which they may reasonably require to conduct in order to fulfill their obligations and in order to enable them to responsibly execute the certificates required to be executed by them at the end of each of the Preliminary Prospectus, the Final Prospectus and any applicable Supplementary Material;

(ii) make available its directors, senior management, technical advisors, auditors and counsel to answer any questions which the Underwriters may have and to participate in one or more due diligence sessions to be held prior to Closing and, prior to filing each of the Preliminary Prospectus and Final Prospectus, and any amendments thereto, and to use its commercially reasonable efforts to arrange for the auditors of the Company to provide written responses in connection with any such due diligence session;

(iii) duly execute the Subscription Agreements which have been duly completed by the Purchasers subject to the terms thereof, and duly and punctually perform all the obligations to be performed by it under this Agreement and the Subscription Agreements;

(iv) use its commercially reasonable efforts to fulfil or cause to be fulfilled, at or prior to the Closing Date, each of the conditions required to be fulfilled by it set out in section 6;

(v) use its commercially reasonable efforts to obtain the necessary regulatory consents and approvals of the TSX and the NYSE Amex for the Offering prior to the Closing Time on such conditions as are acceptable to the Underwriters and the Company, acting reasonably.

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(vi) fulfil all legal requirements to permit the creation, issuance, offering and sale of the Offered Securities and the creation and issuance of the Underlying Securities, all as contemplated in this Agreement and file or cause to be filed all documents, applications, forms or undertakings required to be filed by the Company and take or cause to be taken all action required to be taken by the Company in connection with the purchase and sale of the Offered Securities and the issuance of the Underlying Securities;

(vii) until the date of the completion of the distribution of the Underlying Securities, use commercially reasonable efforts to ensure the Preliminary Prospectus and the Final Prospectus, and any amendments thereto, comply at all times with applicable Canadian Securities Laws;

(viii) during the period from the date hereof until the completion of the distribution of the Underlying Securities, promptly inform the Underwriters in writing of the full particulars of:

(A) any change (actual, anticipated, contemplated, proposed or threatened, financial or otherwise) in the business, financial condition, affairs, operations, assets, liabilities or obligations (contingent or otherwise), prospects, capital or ownership of the Company, as the case may be;

(B) any change in any material fact disclosed in the Disclosure Documents;

(C) any material fact in respect of the Company that had not been previously disclosed to the Underwriters,

which change or material fact is, or may be, of such a nature as:

	(I)		would result in the Disclosure Documents or Preliminary Prospectus or Final Prospectus containing a misrepresentation; or
	(II)		would reasonably be expected to have a material adverse effect on the Company and the Material Subsidiaries on a consolidated basis,

provided that if the Company is uncertain as to whether a change or fact of the nature referred to in this section has occurred, the Company shall promptly inform the Underwriters of the full particulars of the occurrence giving rise to the uncertainty and shall consult with the Underwriters as to whether the occurrence is of such nature;

(ix) during the period commencing on the date hereof and until completion of the distribution of the Underlying Securities, the Company will use its commercially reasonable efforts to promptly provide to the Underwriters drafts of any press releases of the Company for review by the Underwriters and the Underwriters’ counsel prior to issuance, and will not publish those press releases (unless otherwise required by applicable Securities Laws) except with the prior approval of the Underwriters, which approval will not be unreasonably withheld or delayed;

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(x) apply the net proceeds from the Offering to fund the further development of the Company’s uranium properties, for working capital and for general corporate purposes;

(xi) will advise the Underwriters, promptly after receiving notice thereof, of the time when the Preliminary Prospectus, the Final Prospectus and any Supplementary Material have been filed and receipts therefor have been obtained pursuant to NP 11-202 and will provide evidence reasonably satisfactory to the Underwriters of each such filing and copies of such receipts;

(xii) will advise the Underwriters, promptly after receiving notice or obtaining knowledge thereof, of:

(A) the issuance by any Canadian Securities Re gulator of any order suspending or preventing the use of the Preliminary Prospectus, the Final Prospectus or any Supplementary Material;

(B) the institution, threatening or contemplation of any proceeding for any such purposes;

(C) any 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 Canadian Securities Regulator or the institution, threatening or contemplation of any proceeding for any such purposes;

(D) any request of any Securities Regulator for any information, or the receipt by the Company of any communication from any Securities Regulator or any other competent authority relating to the Company or which may be relevant to the distribution of the Underlying Securities; or

(E) any requests made by any Canadian Securities Regulators for amending or supplementing the Preliminary Prospectus or the Final Prospectus or for additional information,

(F) and will use its commercially reasonable efforts to prevent the issuance of any order referred to in (A) above or, if any such order is issued, to obtain the withdrawal thereof as quickly as possible;

(b) The Company further hereby covenants to the Underwriters and to the Purchasers and their permitted assigns, and acknowledges that each of them is relying on such covenants in purchasing the Offered Securities, that following the Closing:

(i) the Company shall use its reasonable best efforts to obtain a receipt for the Final Prospectus qualifying the distribution of the Underlying Securities to purchasers resident in or otherwise subject to the laws of one of the Qualifying Jurisdictions prior to the Qualification Deadline and use commercially reasonable efforts to file the Preliminary Prospectus in each of the Qualifying Jurisdictions as soon as possible following the Closing Date and the Final Prospectus promptly following receipt and settlement of comments from the applicable Canadian Securities Regulators; and

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(ii) the Company shall allow the Underwriters to participate in the preparation of the Offering Documents that the Company is required to file under applicable Canadian Securities Laws relating to the Offering;

(c) The Company hereby covenants that:

(i) all the information and statements to be contained in the Offering Documents shall, at the respective dates of delivery thereof, constitute full, true and plain disclosure of all material facts relating to each of the Offering, the Company and the Material Subsidiaries on a consolidated basis and the Offered Securities (provided that this covenant is not intended to extend to information and statements included in reliance upon and in conformity with information furnished to the Company by or on behalf of the Underwriters specifically for use therein);

(ii) no material fact or information will be omitted from the Offering Documents (except facts or information relating solely to or provided by the Underwriters) which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made; and

(iii) the Offering Documents shall, in all material respects, contain the disclosure required by and conform to all requirements of Canadian Securities Laws.

(d) Each delivery of the Offering Documents to the Underwriters by the Company in accordance with this Agreement will constitute the representation and warranty of the Company to the Underwriters that at the respective date of such documents:

(i) all the information and statements to be contained in the Offering Documents, at the respective dates of delivery thereof, constitutes full, true and plain disclosure of all material facts relating to each of the Offering, the Company and the Material Subsidiaries on a consolidated basis and the Offered Securities (provided that this representation and warranty is not intended to extend to information and statements included in reliance upon and in conformity with information furnished to the Company by or on behalf of the Underwriters specifically for use therein);

(ii) no material fact or information has been omitted from the Offering Documents (except facts or information relating solely to or provided by the Underwriters) which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made; and

(iii) the Offering Documents, in all material respects, contain the disclosure required by and conform to all requirements of Canadian Securities Laws.

(e) Once the Preliminary Prospectus has been filed, the Company will comply with section 57 of the Securities Act (Ontario) and with the comparable provisions of the other Canadian Securities Laws, and the Company will prepare and file promptly any Supplementary Material which may be necessary and will otherwise comply with all legal requirements necessary to continue to permit the Underlying Securities to be distributed in each of the Qualifying Jurisdictions as contemplated herein.

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(f) If during the period of distribution of the Underlying Securities there shall be any change in Securities Laws which, in the opinion of the Underwriters, acting reasonably, requires the filing of any Supplementary Material, upon written notice from the Underwriters, the Company shall, to the satisfaction of the Underwriters, acting reasonably, promptly prepare and file any such Supplementary Material with the appropriate Securities Regulators where such filing is required.

(g) During the period from the date hereof until the Expiry Time, the Company shall promptly inform the Underwriters (and if requested by the Underwriters, confirm such notification in writing) of the full particulars of:

(i) any breach or potential breach of any of the representations and warranties in section 1(d) hereof; and

(ii) any material breach or potential material breach of any of the representations and warranties in section 4 hereof.

2. Underwriters’ Representations, Warranties and Covenants.

The Underwriters hereby severally represent and warrant to, and covenant with the Company that they are duly qualified and registered in the appropriate category to offer and sell the Offered Securities. Each of the Underwriters hereby severally (on its own behalf and not on behalf of any other Underwriters) represents and warrants to, and covenants with, the Company that:

(a) it shall offer and solicit offers for the purchase of the Offered Securities in compliance with applicable Securities Laws and only from such persons and in such manner that, pursuant to applicable Securities Laws and the securities laws of any other jurisdiction applicable to the offer and sale of the Offered Securities under this Offering, no prospectus, registration statement or similar document need be delivered or filed, other than any prescribed reports of the issue and sale of the Offered Securities and the Preliminary Prospectus, Final Prospectus and any Supplementary Material and, in the case of any jurisdiction other than the Offering Jurisdictions, no continuous disclosure obligations will be created;

(b) it shall not provide to prospective purchasers of Offered Securities any document or other material that would constitute an offering memorandum within the meaning of the applicable Securities Laws without the prior written consent of the Company;

(c) it will not offer or sell the Offered Securities in any jurisdiction other than the Offering Jurisdictions and the United States (unless subsequently agreed to by the Company) in accordance with the terms of this Agreement;

(d) it will only make any offers or sales of Special Warrants in the United States in accordance with applicable United States securities laws and in accordance with Schedule “A” attached hereto (which schedule is incorporated by reference herein and forms part of this Agreement) and it will not make any offers or sales of FT Special Warrants in the United States;

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(e) it will comply with all applicable Securities Laws in connection with the Offering;

(f) it will obtain from each Purchaser a completed and executed Subscription Agreement, together with all documentation (including documents required by the TSX and the NYSE Amex, if any) as may be necessary in connection with subscriptions for Offered Securities, as applicable, to ensure compliance with applicable Securities Laws and any conditional approval requirements of the TSX and the NYSE Amex;

(g) it will refrain from advertising the Offering in (A) printed media of general and regular paid circulation, (B) radio, (C) television, or (D) telecommunication (including electronic display and the Internet) and not make use of any green sheet or other internal marketing document without the consent of the Company, such consent to be promptly considered and not to be unreasonably withheld; and

(h) it will use its commercially reasonable efforts to complete the distribution of the Underlying Securities pursuant to the Prospectus as early as practicable and the Underwriters shall advise the Company in writing when, in the opinion of the Underwriters, they have completed the distribution of the Underlying Securities.

3. Deliveries on Filing and Related Matters.

(a) The Company shall deliver, or cause to be delivered, to each of the Underwriters:

(i) prior to the filing of the Preliminary Prospectus and the Final Prospectus with the Canadian Securities Regulators, a copy of the Preliminary Prospectus and the Final Prospectus signed by the Company as required by applicable Canadian Securities Laws;

(ii) prior to the filing of any Supplementary Material with the Canadian Securities Regulators, a copy of such Supplementary Material required to be filed by the Company in compliance with applicable Canadian Securities Laws;

(iii) concurrently with the filing of the Final Prospectus with the Canadian Securities Regulators, a “long form” comfort letter dated the date of the Final Prospectus, in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters and the directors of the Company from the Company’s Auditors with respect to financial and accounting information relating to the Company contained in the Final Prospectus, which letter shall be based on a review by the Company’s Auditors within a cut-off date of not more than two Business Days prior to the date of the letter, which letter shall be in addition to the auditors’ consent letter addressed to the Canadian Securities Regulators;

(iv) concurrently with the filing of the Final Prospectus with the Canadian Securities Regulators, an opinion, dated the date of the Final Prospectus and subject to customary qualifications, of Blake, Xxxxxxx & Xxxxxxx LLP that, subject to the qualifications contained in the Final Prospectus under the heading “Eligibility for Investment”, the Underlying Securities are “qualified investments” by for trusts governed by registered retirement savings plans, registered retirement income funds, registered education savings plans, registered disability savings plans, deferred profit sharing plans and tax-free savings accounts within the meaning of the Income Tax Act (Canada); and

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(v) prior to the filing of the Final Prospectus with the Canadian Securities Regulators, copies of correspondence from the TSX and the NYSE Amex indicating that the application for the listing and posting for trading on the TSX and the NYSE Amex of the Special Warrant Shares, FT Special Warrant Shares and Penalty Shares (as applicable) have been approved for listing subject only to satisfaction by the Company of certain standard post-closing conditions imposed by the TSX and the NYSE Amex as set out in its conditional approval letters dated November 22, 2010 and December 8, 2010, respectively (the “Standard Listing Conditions”).

(b) The Company shall also prepare and deliver promptly to the Underwriters signed copies of all Supplementary Material.

(c) The Company shall cause commercial copies of the Preliminary Prospectus, the Final Prospectus and any Supplementary Material to be delivered to the Underwriters without charge, in such numbers and in such locations as the Underwriters may reasonably request by written instructions to the Company’s financial printer of the Preliminary Prospectus and the Final Prospectus. Such delivery shall be effected as soon as possible and, in any event, on or before the date which is one Business Day for deliveries to be made in Toronto and two Business Days for deliveries to be made outside of Toronto after the Ontario Securities Commission, as principal regulator, has issued a receipt in accordance with NP 11-202 in respect of the Preliminary Prospectus and the Final Prospectus, and on or before a date which is two Business Days after the Canadian Securities Regulators issue receipts, in respect of or accept for filing, as the case may be, any Supplementary Material.

(d) The Company will deliver to the Underwriters, without charge, contemporaneously with, or prior to the filing of, the Final Prospectus, unless otherwise indicated:

(i) a copy of any document filed with, or delivered to, the Canadian Securities Regulators by the Company under applicable Canadian Securities Laws with the Final Prospectus;

(ii) a certificate dated the date of the Final Prospectus, addressed to the Underwriters and signed by the Chief Executive Officer and Chief Financial Officer of the Company, certifying for and on behalf of the Company, and not in their personal capacities, after having made due inquiries, with respect to the following matters:

	(A)		the Company having materially complied with all of the covenants and satisfied all of the terms and conditions of this Agreement on its part to be complied with and satisfied at or prior to the date of the Final Prospectus;
	(B)		no order, ruling or determination having the effect of ceasing or suspending trading in any securities of the Company or prohibiting the issue of the Offered Securities or the Underlying Securities or any of the Company’s issued securities having been issued and no proceeding for such purpose being pending or, to the knowledge of such officers, threatened;

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	(C)		the representations and warranties of the Company contained in this Agreement and in any certificates of the Company delivered pursuant to or in connection with this Agreement being true and correct in all material respects as at the date of the Final Prospectus (other than those that speak to a specific time, in which case they shall have been true and correct in all material respects at such time), with the same force and effect as if made on and as at the date of the Final Prospectus, after giving effect to the transactions contemplated by this Agreement;
	(D)		since the Closing Time, there having been no material adverse change, financial or otherwise, in the assets, liabilities (contingent or otherwise), capital, business or results of operations of the Company and the Material Subsidiaries on a consolidated basis; and
	(E)		the properties and projects described in the favourable reports and opinions listed in section 6(b) comprise all of the properties and projects described in the Final Prospectus and such reports and opinions, to the knowledge of the Chief Executive Officer and Chief Financial Officer, continues to be correct and complete in all material respects; and

(e) On the closing date of the distribution of the Underlying Securities, the Underwriters shall have received an opinion, subject to customary qualifications, of Blake, Xxxxxxx & Xxxxxxx LLP or from local counsel in the Qualifying Jurisdictions other than British Columbia, Alberta or Ontario (it being understood that such counsel may rely to the extent appropriate in the circumstances, (i) as to matters of fact, on certificates of the Company executed on its behalf by a senior officer of the Company and on certificates of Computershare Investor Services Inc., the transfer agent and registrar for the Company, as to the issued capital of the Company; and (ii) as to matters of fact not independently established, on certificates of the Company’s Auditors or a public official) with respect to the following matters:

(i) the attributes of the Special Warrants and the FT Special Warrants and the Underlying Securities, including for the purposes of the Income Tax Act (Canada), conform in all material respects with the description thereof contained in the Final Prospectus and confirming its opinions concerning tax matters contained under the heading “Eligibility For Investment” and under the heading “Certain Canadian Federal Income Tax Consequences” in the Final Prospectus;

(ii) all necessary documents have been filed, all necessary proceedings have been taken and all legal requirements have been fulfilled as required under Canadian Securities Laws in order to qualify the Underlying Securities for distribution and sale to the public in each of the Qualifying Jurisdictions by or through investment dealers and brokers duly registered under the applicable laws of such provinces who have complied with the relevant provisions of Canadian Securities Laws; and

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(iii) the Company has the necessary corporate power and authority to execute and deliver the Preliminary Prospectus and the Final Prospectus and all necessary corporate action has been taken by the Company to authorize the execution and delivery by it of the Preliminary Prospectus and the Final Prospectus and the filing thereof, as the case may be, in each of the Qualifying Jurisdictions in accordance with applicable Canadian Securities Laws.

(f) The Company shall deliver opinions, comfort letters and other documents substantially similar to those referred to in this section of this Agreement to the Underwriters and Underwriters’ legal counsel, as applicable, with respect to any Supplementary Material, contemporaneously with, or prior to the filing of, any Supplementary Material.

4. Representations and Warranties of the Company.

The Company represents and warrants to the Underwriters that each of the following representations and warranties is true and correct on the date of this Agreement:

4.1 General Matters

(a) The Company has been duly incorporated and is validly existing under the laws of its jurisdiction of incorporation, has all requisite corporate power and authority and is duly qualified and holds all certificates, authority, permits and licences issued by the appropriate provincial, municipal, federal regulatory agencies or bodies necessary (and has not received or is not aware of any modification or revocation to such licences, authority, certificates or permits) to carry on its businesses as now conducted and to own its properties and assets (except to the extent that the failure to hold such certificates, authority, permits or licences would not have a material adverse effect on the Company and the Material Subsidiaries on a consolidated basis) and the Company has all requisite corporate power and authority to carry out its obligations under this Agreement.

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(b) Each of the direct or indirect subsidiaries of the Company, which is material to the operations of the Company as a whole, is listed below (the “Material Subsidiaries”) and the Company beneficially owns, directly or indirectly, the percentage indicated below of the issued and outstanding shares or ownership interests in the capital of the Material Subsidiaries free and clear of all mortgages, liens, charges, pledges, security interests, encumbrances, claims or demands of any kind whatsoever, except as contemplated in the Credit Facility, all of such shares or ownership interests have been duly authorized and validly issued and are outstanding as fully paid and non-assessable shares or ownership interests and no person has any right, agreement or option, present or future, contingent or absolute, or any right capable of becoming a right, agreement or option, for the purchase from the Company of any interest in any of such shares or ownership interest or for the issue or allotment of any unissued shares or ownership interest in the capital of the Material Subsidiaries or any other security convertible into or exchangeable for any such shares:

						Beneficial
		Jurisdiction of Incorporation or				Equity/Voting
Name		Continuance				Ownership
Xxxxxxx Mines Inc.		Ontario					100	%
Xxxxxxx Mines Holdings Corp.		Delaware					100	%
Xxxxxxx Mines (USA) Corp.		Delaware					100	%
Xxxxxxx Colorado Plateau LLC		Colorado					100	%
Xxxxxxx Xxxxx Mountains LLC		Colorado					100	%
Xxxxxxx Arizona Strip LLC		Colorado					100	%
Xxxxxxx Mines (Bermuda) I Ltd.		Bermuda					100	%
Xxxxxxx Mines Mongolia XXK		Mongolia					100	%
Xxxxxxx Mines (Mongolia) Ltd.		Bermuda					100	%
Gurvan Saihan XXK		Mongolia					70	%
OmegaCorp Limited		Australia					100	%
OmegaCorp Resources Pty Ltd		Australia					100	%
Xxxxxxx Mines Zambia Limited		Zambia					100	%
Xxxxxxx White Mesa LLC		Colorado					100	%

(c)		All consents, approvals, permits, authorizations or filings as may be required under applicable legislation and other relevant laws in the Qualifying Jurisdictions necessary for the execution and delivery of this Agreement and the completion of the transactions contemplated hereby have been made or obtained, as applicable, other than in respect of those filings which are required to be made upon completion of the transactions contemplated hereby.
(d)		No proceedings have been taken, instituted or, to the knowledge of the Company, are pending for the dissolution or liquidation of the Company or the Material Subsidiaries.
(e)		Each of the execution and delivery of this Agreement, the performance by the Company of its obligations hereunder, the issue and sale of the Offered Securities and the consummation of the transactions contemplated hereby do not and will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, (whether after notice or lapse of time or both), (A) any statute, rule or regulation applicable to the Company including applicable laws and other relevant corporate and securities laws in the Qualifying Jurisdictions; (B) the constating documents, by-laws or resolutions of the Company and its shareholders that are in effect at the date hereof; (C) any Debt Instruments, Material Agreement, mortgage, note, indenture, contract, arrangement, instrument, lease, the Credit Facility or other document to which the Company is a party or by which it is bound, except for such conflicts or defaults that would not have a material adverse effect on the Company and the Material Subsidiaries on a consolidated basis, either individually or in the aggregate; or (D) any judgment, decree or order binding the Company or the property or assets of the Company.

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(f)		The comparative audited consolidated financial statements of the Company as at and for the year ended December 31, 2009 and the comparative unaudited consolidated financial statements of the Company as at and for the three and nine months ended September 30, 2010 (the “Financial Statements”) have been prepared in accordance with generally accepted accounting principles in Canada consistently applied throughout the period referred to therein and present fairly, in all material respects, the financial position (including the assets and liabilities, whether absolute, contingent or otherwise) of the Company as at such dates and results of operations of the Company for the periods then ended and there has been no change in accounting policies or practices of the Company since December 31, 2009, except as disclosed in the notes to the Financial Statements.
(g)		There are no material off-balance sheet transactions, arrangements, obligations (including contingent obligations) or other relationships of the Company or any of its subsidiaries with unconsolidated entities or other persons that could reasonably be expected to have a material adverse effect on the Company and the Material Subsidiaries on a consolidated basis.
(h)		There has been no adverse material change (actual, proposed or prospective, whether financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of the Company or the Material Subsidiaries since December 31, 2009, which has not been generally disclosed to the public and the business of the Company and the Material Subsidiaries have been carried on in the usual and ordinary course consistent with past practice since December 31, 2009.
(i)		All taxes (including income tax, capital tax, payroll taxes, employer health tax, workers’ compensation payments, property taxes, customs duties and land transfer taxes), duties, royalties, levies, imposts, assessments, deductions, charges or withholdings and all liabilities with respect thereto including any penalty and interest payable with respect thereto (collectively, “Taxes”) due and payable or required to be collected or withheld and remitted, by the Company have been paid, collected or withheld and remitted as applicable, except for where the failure to pay such Taxes would not have a material adverse effect on the Company and the Material Subsidiaries on a consolidated basis. All tax returns, declarations, remittances and filings required to be filed by the Company and the Material Subsidiaries have been filed with all appropriate governmental authorities and all such returns, declarations, remittances and filings are complete and accurate and no material fact or facts have been omitted therefrom that would make any of them misleading except where the failure to file such documents would not have a material adverse effect on the Company and the Material Subsidiaries on a consolidated basis. To the knowledge of the Company, no examination of any tax return of the Company or the Material Subsidiaries is currently in progress and there are no issues or disputes outstanding with any governmental authority respecting any taxes that have been paid, or may be payable, by the Company and the Material Subsidiaries, and there are no agreements, waivers or other arrangements with any taxation authority providing for an extension of time for any assessment or reassessment of taxes with respect to the Company and the Material Subsidiaries, except where such examinations, issues, disputes, assessments or reassessments would not have a material adverse effect on the Company and the Material Subsidiaries on a consolidated basis.

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(j)		The Company’s Auditors who audited the audited financial statements of the Company as at and for the year ended December 31, 2009 and who provided their audit report thereon are independent public accountants as required under Canadian Securities Laws.
(k)		There has never been a “reportable event” (within the meaning of National Instrument 51-102 — Continuous Disclosure Obligations) between the Company and the present or former auditors of the Company.

(l)		No holder of outstanding securities of the Company is entitled to any pre-emptive or any similar rights to subscribe for any securities of the Company and no rights, warrants or options to acquire, or instruments convertible into or exchangeable for, any security in the capital of the Company are outstanding other than as set out in Schedule “B” hereto.
(m)		The information and statements set forth in the Disclosure Documents (except any information or statements relating solely to or provided by the Underwriters) are true, correct and complete in all material respects and do not contain any misrepresentation as of the date of such information or statement, and the Company has not filed any confidential material change reports or similar confidential report with any Canadian Securities Regulators that are still maintained on a confidential basis.
(n)		Other than pursuant to the Credit Facility, there is not, in the constating documents, by-laws or in any Debt Instrument, Material Agreement, arrangement, mortgage, note, debenture, indenture or other instrument or document to which the Company or the Material Subsidiaries is a party, any restriction upon or impediment to, the declaration or payment of dividends by the directors of the Company or the payment of dividends by the Company to the holders of Common Shares.
(o)		Other than (i) the Credit Facility; (ii) the Strategic Relationship Agreement; and (iii) provisions of the joint venture agreements to which the Company is a party customary to the mining business, the Company is not party to or bound or affected by any commitment, agreement or document containing any covenant that expressly limits the freedom of the Company or the Material Subsidiaries to compete in any line of business, transfer or move any of its assets or operations or that materially or adversely affects the business practices, operations or condition of the Company and the Material Subsidiaries taken as a whole.
(p)		Other than as disclosed in the Disclosure Documents, no legal or governmental proceedings are pending to which the Company is a party or to which its property is subject that would result individually or in the aggregate in a material adverse effect on the Company and the Material Subsidiaries on a consolidated basis and to the knowledge of the Company no such proceedings have been threatened against or are contemplated with respect to the Company or its properties.
(q)		The Company has conducted and is conducting its business in material compliance with all applicable laws and regulations of each jurisdiction in which it carries on business (including all applicable federal, provincial, state, municipal and local environmental, anti-pollution and licensing laws, regulations and other lawful requirements of any governmental or regulatory body, including relevant exploration and exploitation permits and concessions) and, other than as disclosed in the Disclosure Documents, has not received a notice of non-compliance, nor know of, nor has reasonable grounds to know of, any facts that could give rise to a notice of non-compliance with any such laws, regulations or permits that would have a material adverse effect on the Company and the Material Subsidiaries on a consolidated basis.

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(r)		Other than as disclosed in the Disclosure Documents, the Company is not aware of any pending or contemplated change to any applicable law or regulation or governmental position that would have a material adverse effect on the Company and the Material Subsidiaries on a consolidated basis or would materially adversely affect the business of the Company or legal environment under which the Company or the Material Subsidiaries operate.
(s)		This Agreement has been duly authorized, executed and delivered by the Company and this Agreement constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting the rights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought, and by the fact that rights to indemnity, contribution and waiver, and the ability to sever unenforceable terms, may be limited by applicable law.
(t)		At the Closing Time, all necessary corporate action will have been taken by the Company to validly authorize and issue the Offered Securities and, upon due exercise or deemed exercise of the Offered Securities, to validly authorize and issue the Special Warrant Shares, FT Special Warrant Shares and Penalty Shares (as applicable) as fully paid and non-assessable Common Shares.
(u)		As of the date hereof (and prior to giving effect to the Offering), the authorized capital of the Company consists of an unlimited number of Common Shares and an unlimited number of preferred shares, of which 339,754,165 Common Shares are issued and outstanding as fully paid and non-assessable and no preferred shares are issued and outstanding as fully paid and non-assessable.
(v)		The Company is a reporting issuer, or the equivalent thereof, in each of the provinces of Canada. The Company is not currently in default of any requirement of the Canadian Securities Laws and the Company is not included on a list of defaulting reporting issuers maintained by any of the securities regulators of the provinces of Canada.
(w)		The Company has not taken any action which would reasonably be expected to result in the delisting or suspension of trading of the Common Shares on the TSX or the NYSE Amex and the Company is currently in material compliance with the rules and regulations of the TSX and the NYSE Amex.
(x)		No order ceasing or suspending trading in any securities of the Company or the trading of any of the Company’s issued securities is currently outstanding and no proceedings for such purpose are, to the knowledge of the Company, pending or threatened.
(y)		All information (including the Disclosure Documents) which has been prepared by the Company relating to the Company and the Material Subsidiaries and their respective business, property and liabilities and either publicly disclosed or provided to the Underwriters, including all financial and operational information provided to the Underwriters, are as of the date of such information, true and correct in all material respects and does not contain a misrepresentation and no material fact or facts have been omitted therefrom that would make such information materially misleading.

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(z)		The Company has not, directly or indirectly, declared or paid any dividend or declared or made any other distribution on any of its securities or, directly or indirectly, redeemed, purchased or otherwise acquired any of its securities or agreed to do any of the foregoing other than as has been publicly disclosed.
(aa)		All filings and fees required to be made and paid by the Company pursuant to applicable laws and general corporate and securities laws in the Qualifying Jurisdictions have been made and paid except where failure to make such filing or pay such fees would not have a material adverse effect on the Company and the Material Subsidiaries on a consolidated basis, and such disclosure and filings were true and accurate in all material respects as at the respective dates thereof and the Company has not filed any confidential material change reports.
(bb)		Except as set out in the Disclosure Documents, or as otherwise disclosed to the Underwriters, to the knowledge of the Company none of the directors, officers or employees of the Company or the Material Subsidiaries, any known holder of more than ten per cent of any class of shares of the Company, or any known associate or affiliate of any of the foregoing persons or companies (as such terms are defined in the Securities Act (Ontario)), has had any material interest, direct or indirect, in any material transaction within the previous two years or has any material interest in any proposed material transaction involving the Company which, as the case may be, materially affected, is material to or will materially affect the Company and the Material Subsidiaries (taken as a whole).
(cc)		The Company does not have in place a shareholder rights protection or similar plan.
(dd)		To the Company’s knowledge, other than the Strategic Relationship Agreement, neither the Company nor any of its shareholders is a party to any shareholders agreement, pooling agreement, voting trust or other similar type of arrangements in respect of outstanding securities of the Company.
(ee)		No officer, director, employee or any other person not dealing at arm’s length with the Company or its Material Subsidiaries, or to the knowledge of the Company, any associate or affiliate of such person, owns, has or is entitled to any royalty, net profits interest, carried interest, licensing fee, or any other encumbrances or claims of any nature whatsoever which are based on the revenues of the Company or its Material Subsidiaries.
(ff)		The Company and the Material Subsidiaries are in material compliance with all laws respecting employment and employment practices, terms and conditions of employment, occupational health and safety, pay equity and wages, except where such non-compliance would not constitute a material adverse effect on the Company and the Material Subsidiaries on a consolidated basis. There is not currently any, or any reasonably foreseeable, material labour disruption or conflict involving the Company or the Material Subsidiaries.
(gg)		The Company and the Material Subsidiaries do not have any loans or other indebtedness outstanding that has been made to any of its shareholders, officers, directors or employees, past or present, or any person not dealing at “arm’s length” (as such term is defined in the Income Tax Act (Canada)) with the Company.

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(hh)		The assets of the Company and the Material Subsidiaries and their respective business and operations are insured against loss or damage with responsible insurers to the extent and in the amounts set out in the Disclosure Documents, and such coverage is in full force and effect, and the Company and the Material Subsidiaries have not breached the terms of any policies in respect thereof nor failed to promptly give any notice or present any material claim thereunder.
(ii)		Other than the Underwriters and the US Affiliates, there are no persons acting or purporting to act at the request or on behalf of the Company, that are entitled to any brokerage or finder’s fee in connection with the Offering.
(jj)		Other than the Company, there is no person that is or will be entitled to the proceeds of this Offering under the terms of any Debt Instrument, Material Agreement, mortgage, note, indenture, contract, instrument, lease agreement (written or unwritten) or otherwise.
(kk)		Other than as disclosed in the Disclosure Documents, the Company and the Material Subsidiaries (i) are in material compliance with any and all applicable foreign, federal, provincial, state and local laws and regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”), (ii) has received all material permits, licences or other approvals required of it under applicable Environmental Laws to conduct its business, and (iii) is in material compliance with all terms and conditions of any such permit, licence or approval.
(ll)		Other than as disclosed in the Disclosure Documents or as otherwise disclosed to the Underwriters, there have been no past, and, to the knowledge of the Company, there are no pending or, threatened claims, complaints, notices or requests for information received by the Company or the Material Subsidiaries with respect to any alleged material violation of any Environmental Law and no conditions exist at, on or under any property now or previously owned, operated, leased or contracted to perform work by the Company or the Material Subsidiaries that, with the passage of time, or the giving of notice or both, would give rise to liability under any Environmental Law that, individually or in the aggregate, has or may reasonably be expected to have, in any such case, a material adverse effect with respect to the Company and the Material Subsidiaries, taken as a whole.
(mm)		The Company is not party to any agreement, nor is the Company aware of any agreement, which in any manner affects the voting control of any of the securities of the Company, other than in respect of the Strategic Relationship Agreement.
(nn)		Except for the Credit Facility and equipment leases and similar obligations entered into by the Company in the ordinary course of business, the Company is not party to any Debt Instrument or any agreement, contract or commitment to create, assume or issue any Debt Instrument.
(oo)		Except as disclosed in Schedule “C” hereto, the Company and the Material Subsidiaries are not, nor to the knowledge of the Company, any other person, is not in material default in the observance or performance of any term or obligation to be performed by it under any Material Agreement and no event has occurred that with notice or lapse of time or both would constitute such a default.

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(pp)		The minute books and records of the Company and the Material Subsidiaries that the Company has made available to the Underwriters and their counsel, Xxxxxxx Xxxxx & Xxxxxxxxx LLP, in connection with their due diligence investigation of the Company for the period from June 2009 of the Company to the date of examination thereof, are all of the minute books and substantially all the material records of the Company for such period and contain copies of all material proceedings (or certified copies thereof) of the shareholders, the board of directors and all committees of the board of directors of the Company and the Material Subsidiaries to the date of review of such corporate records and minute books. There have been no other material meetings, resolutions or proceedings of the shareholders, board of directors or, to the knowledge of the Company, any committees of the board of directors of the Company to the date of review of such corporate records and minute books not reflected in such minute books and other records.
(qq)		With respect to each of the premises that are material to the Company and that the Company occupies as tenant (the “Leased Premises”), the Company occupies the Leased Premises and has the exclusive right to occupy and use the Leased Premises and each of the leases pursuant to which the Company occupies the Leased Premises is in good standing in all material respects and in full force and effect. The performance of obligations pursuant to and in compliance with the terms of this Agreement and the completion of the transactions described herein by the Company, will not afford any of the parties to such leases or any other person the right to terminate such lease or result in any additional or more onerous obligations under such leases.
(rr)		Except as disclosed in the Disclosure Documents or as otherwise disclosed to the Underwriters, there are no actions, suits, proceedings or inquiries pending or, to the knowledge of the Company, threatened against or affecting the Company or its property or assets at law or in equity or before or by any federal, provincial, municipal or other governmental department, commission, board, bureau, agency or instrumentality other than those that would not have a material adverse effect on the business, operations or financial condition of the Company.
(ss)		There are no judgments against the Company that are unsatisfied, nor are there any consent decrees or injunctions to which the Company is subject.
(tt)		The Company is the beneficial owner of, or has the right to acquire certain interests in, the properties, business and assets referred to in the Disclosure Documents free of all mortgages, liens, charges, pledges, security interest, encumbrances, claims or demands whatsoever other than security interests under the Credit Facility or otherwise as disclosed in the Disclosure Documents, in Schedule “C” hereto or set out below and any and all agreements pursuant to which the Company holds or will hold any such interest in property, business or assets are in good standing in all material respects according to their terms, and the properties are in good standing under the applicable statutes and regulations of the jurisdictions in which they are situated except, in either case, where it would not result in a material adverse effect on the Company and the Material Subsidiaries on a consolidated basis, and to the Company’s knowledge there are no unrecorded encumbrances on the properties, business and assets in which the Company has or will have an interest except for the rights of joint venture partners under the joint venture and operating agreements applicable to such properties, business or assets and except security interests contemplated under the Credit Facility or as disclosed in the Disclosure Documents. No other property rights are necessary for the conduct of the business of the Company or the Material Subsidiaries (and of the joint ventures to which the Company is party) as currently conducted or contemplated to be conducted, the Company knows of no claim or basis for any claim that might or could adversely affect the right of the Company to use, transfer or otherwise exploit such property rights and, except as disclosed in the Disclosure Documents or in Schedule “C” hereto, the Company has no responsibility or obligation to pay any commission, royalty, license fee or similar payment to any person with respect to the property rights thereof.

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(uu)		To the knowledge of the Company, the operators or owners of the respective joint ventures, or trustees on their respective behalves, hold either freehold title, mining leases, mining claims or other conventional property, proprietary or contractual interests or rights, recognized in the jurisdiction in which a particular property is located in respect of the ore bodies and minerals located in properties in which the Company and the Material Subsidiaries have an interest as described in the Disclosure Documents under valid, subsisting and enforceable title documents or other recognized and enforceable agreements or instruments, sufficient to permit the Company and/or its joint venture partners to explore or mine the minerals relating thereto, all such property, leases or claims and all property, leases or claims in which the Company has any interest or right have been validly located and recorded in accordance with all applicable laws and are valid and subsisting, the operators or owners of the respective joint ventures, or trustees on their respective behalves, have all necessary surface rights, access rights and other necessary rights and interest relating to the properties in which the Company has an interest as described in the Disclosure Documents granting the joint ventures the right and ability to mine or explore for minerals, ore and metals for development purposes as are appropriate in view of rights and interests therein, with only such exceptions as do not materially interfere with the use made by the joint ventures of the rights or interests so held and each of the proprietary interests or rights and each of the documents, agreements and instruments and obligations relating thereto referred to above are currently in good standing.
(vv)		Any and all of the agreements and other documents and instruments pursuant to which the Company holds its property and assets (including any interest in, or right to earn an interest in, any property) are valid and subsisting agreements, documents or instruments in full force and effect, enforceable in accordance with the terms thereof, the Company is not in default of any of the material provisions of any such agreements, documents or instruments nor has any such default been alleged. None of the properties (or any interest in, or right to earn an interest in, any property) of the Company are subject to any right of first refusal or purchase or acquisition rights that are not disclosed in the Disclosure Documents other than rights of first refusal in certain of the Company’s joint venture agreements that are customary in the mining business.
(ww)		The Company has duly filed with the applicable regulatory authorities in compliance with applicable Securities Laws all reports required by NI 43-101, and all such reports comply with the requirements of NI 43-101.
(xx)		Computershare Trust Company of Canada at its office in Toronto, Ontario has been duly appointed as the special warrant agent in respect of the Offered Securities.

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(yy)		The proceeds from the sale of the Offered Securities shall be as described in the Company’s Disclosure Documents.
(zz)		The Company represents, warrants, covenants and agrees as set out in Schedule “A” and further represents and warrants that:

	(i)		it is not, and upon the issuance and sale of the Offered Securities or the Underlying Securities and application of the net proceeds of the Offering will not be, an “investment company” or an entity “controlled” by an investment company, as such terms are defined in the United States Investment Company Act of 1940, as amended; and
	(ii)		it is, and will be at the time it issues the Underlying Securities, a “foreign private issuer” as such term is defined in Rule 405 under the U.S. Securities Act.

4.2		Tax Matters
(a)		The Company hereby represents and warrants to the Underwriters and acknowledges that the Underwriters are relying thereon that:

	(i)		the Company has the full corporate right, power and authority to enter into the FT Subscription Agreements for the FT Special Warrants, to issue the FT Special Warrants and the FT Special Warrant Shares in connection therewith and to incur and renounce to each of the FT Purchasers, Qualifying Expenditures in an amount equal to their respective Commitment Amounts;
	(ii)		the incurring and renouncing of Qualifying Expenditures to the FT Purchasers pursuant to the FT Subscription Agreement, does not and will not constitute a breach of or default under the constating documents of the Company or any law, regulation, order or ruling applicable to the Company or any agreement, contract or indenture to which the Company is a party or by which it is bound;
	(iii)		the Company is a Principal Business Corporation;
	(iv)		upon issuance, subject to any agreement to which the Company is not a party and of which it has no knowledge, the FT Special Warrants issued to FT Purchasers that are not Underwriters will be “flow-through shares” as defined in subsection 66(15) of the Act and will not constitute “prescribed shares” for the purpose of Regulation 6202.1 of the Act or “prescribed rights” pursuant to proposed Regulation 6202.1(1.1) of the Act; and
	(v)		the Company has no reason to believe that it will be unable to incur (or be deemed to incur) Qualifying Expenditures during the Expenditure Period in an amount not less than the Commitment Amount or that it will be unable to renounce to the FT Purchasers effective on or before December 31, 2010 Qualifying Expenditures in an amount equal to the Commitment Amount.

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(b) The Company covenants and agrees with the Underwriters:

	(i)		to keep proper books, records and accounts of all Qualifying Expenditures and all transactions affecting the Commitment Amount and the Qualifying Expenditures and, in the event the Canada Revenue Agency denies or proposes to deny the deduction of Qualifying Expenditures renounced to the FT Purchasers under the FT Subscription Agreements and upon reasonable notice and on a reasonable basis, to make such books, records and accounts available for inspection and review by or on behalf of the FT Purchasers at the FT Purchasers’ expense for the sole purpose of responding to the demand or proposal of the Canada Revenue Agency;
	(ii)		to incur (or be deemed to incur), during the Expenditure Period, Qualifying Expenditures in such amount as enables the Company to renounce to the FT Purchasers, Qualifying Expenditures in an amount equal to the Commitment Amount;
	(iii)		to renounce to the FT Purchasers, effective on or before December 31, 2010, Qualifying Expenditures incurred during the Expenditure Period as required under the Act in an amount equal to the Commitment Amount;
	(iv)		to deliver to the FT Purchasers within the time period required by the Act and, in any event, not later than March 1, 2011, all applicable forms prescribed under the Act setting forth the aggregate amounts of Qualifying Expenditures renounced to the FT Purchasers under the FT Subscription Agreements;
	(v)		that all Qualifying Expenditures renounced to the FT Purchasers pursuant to the FT Subscription Agreements will be Qualifying Expenditures incurred by (or deemed to be incurred by) the Company that, but for the renunciation to the FT Purchasers, the Company would be entitled to deduct in computing its income for the purposes of Part I of the Act if it had sufficient income;
	(vi)		that the Company will not reduce the amount to be renounced to the FT Purchasers under the FT Subscription Agreements and, in the event the Minister of National Revenue (“MNR”) reduces the amount renounced to the FT Purchasers under the FT Subscription Agreements pursuant to subsection 66(12.73) of the Act, the Company shall indemnify the FT Purchasers as to, and pay to the FT Purchasers, an amount equal to the amount of any tax payable under the Act (within the meaning of Regulation 6202.1(5)(b) under the definition of “excluded obligation” and proposed Regulation 6202.1(5)(c) and under any corresponding provincial legislation) by the FT Purchasers as a consequence of such reduction, such payment to be made on a timely basis once the amount is definitively determined. This indemnity is in addition to and not in derogation of any other recourse or rights of action the FT Purchasers may have against the Company. For certainty, the foregoing indemnity shall have no force or effect and the FT Purchasers shall not have any recourse or rights of action to the extent that such indemnity, recourse or rights of action would otherwise cause the FT Special Warrants to be “prescribed rights” or “prescribed shares” within the meaning of either of proposed Regulation 6202.1(1.1) or Regulation 6202.1(1) of the Act, respectively;

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	(vii)		that if the Company does not renounce to the FT Purchasers Qualifying Expenditures equal to the Commitment Amount effective on or before December 31, 2010, the Company shall indemnify the FT Purchasers as to, and pay to each FT Purchaser, an amount equal to the amount of any tax payable under the Act (within the meaning of Regulation 6202.1(5)(b) under the definition of “excluded obligation” and proposed Regulation 6202.1(5)(c) and under any corresponding provincial legislation) by the FT Purchasers as a consequence of such failure, such payment to be made on a timely basis once the amount is definitively determined. This indemnity is in addition to and not in derogation of any other recourse or rights of action the FT Purchasers may have against the Company. For certainty, the foregoing indemnity shall have no force or effect and the FT Purchasers shall not have any recourse or rights of action to the extent that such indemnity, recourse or rights of action would otherwise cause the FT Special Warrants to be “prescribed rights” or “prescribed shares” within the meaning of either of proposed Regulation 6202.1(1.1) or Regulation 6202.1(1) of the Act, respectively;
	(viii)		that the Company shall renounce Qualifying Expenditures to FT Purchasers under the Offering pro rata based on the number of FT Special Warrants issued or to be issued pursuant thereto before or concurrent with renouncing Qualifying Expenditures pursuant to any other agreement (a “Subsequent Agreement”) which the Company shall subsequently, after the Closing Date, enter into. If the Company is required under the Act or by the MNR to reduce Qualifying Expenditures previously renounced to FT Purchasers under the Offering, such reduction shall, to the extent possible, be made pro rata based on the number of FT Special Warrants issued under the Offering only after it has first reduced, to the extent possible, all Qualifying Expenditures renounced to persons under Subsequent Agreements;
	(ix)		that the Company will maintain its status as a Principal Business Corporation until the earlier of January 1, 2012 and the date the Company has fulfilled its obligation to incur and renounce to the FT Purchasers Qualifying Expenditures in an amount equal to the Commitment Amount;
	(x)		to file, within the time(s) prescribed by the Act (or any corresponding provincial tax legislation), all prescribed forms required under the Act to renounce Qualifying Expenditures equal to the Commitment Amount to the FT Purchasers effective on or before December 31, 2010 and to provide the FT Purchasers with a copy of all such forms as are required to be provided thereto, all on a timely basis and in no case later than March 1, 2011;
	(xi)		that the Company will not be subject to the provisions of subsection 66(12.67) of the Act in a manner which impairs its ability to renounce Qualifying Expenditures to the FT Purchasers in an amount equal to the Commitment Amount; and
	(xii)		that the Company will refrain from entering into transactions or taking deductions which would otherwise reduce its cumulative CEE to an extent it would preclude renunciation of Qualifying Expenditures under the FT Subscription Agreements in an amount equal to the Commitment Amount as contemplated herein.

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5. Closing Deliveries.

The purchase and sale of the Offered Securities shall be completed at the Closing Time at the offices of Blake, Xxxxxxx & Xxxxxxx LLP, Toronto, Ontario, or at such other place as the Underwriters and the Company may agree. At or prior to the Closing Time, the Company shall duly and validly deliver to the Underwriters certificates in definitive form representing the Special Warrants and the FT Special Warrants registered in the name of each Purchaser or in such other name or names as the Underwriters may notify the Company in writing not less than 48 hours prior to Closing Time, against payment by the Underwriters to the Company, at the direction of the Company, in lawful money of Canada by wire transfer or, if permitted by applicable law, by certified cheque or bank draft payable at par in the City of Toronto, of an amount equal to the gross proceeds from the sale of the Offered Securities being issued and sold hereunder less the Commission and all of the estimated out-of-pocket expenses of the Underwriters payable by the Company to the Underwriters in accordance with section 13 hereof.

6. Underwriters’ Obligation to Purchase.

The obligation of the Underwriters to purchase the Offered Securities at the Closing Time shall be subject to the satisfaction of each of the following conditions (it being 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 other of the following terms and conditions or any other or subsequent breach or non-compliance, provided that to be binding on the Underwriters any such waiver or extension must be in writing and signed by each of them):

(a) the Underwriters shall have received an opinion, dated as of the Closing Date and subject to customary qualifications, of Blake, Xxxxxxx & Xxxxxxx LLP or from local counsel in the Qualifying Jurisdictions other than British Columbia, Alberta or Ontario (it being understood that such counsel may rely to the extent appropriate in the circumstances, (i) as to matters of fact, on certificates of the Company executed on its behalf by a senior officer of the Company and on certificates of Computershare Investor Services Inc., the transfer agent and registrar for the Company, as to the issued capital of the Company; and (ii) as to matters of fact not independently established, on certificates of the Company’s Auditors or a public official) with respect to the following matters:

(i) the Company is a corporation existing under the Business Corporations Act (Ontario)

(ii) the authorized capital of the Company;

(iii) the Company has all requisite corporate power and capacity to carry on its business as now conducted; to own, lease and operate its property and assets; to execute, deliver and perform its obligations under this Agreement and the Indentures; to create, issue and sell the Special Warrants and the FT Special Warrants; and to issue the Underlying Securities;

(iv) the issuance and sale by the Company of the Special Warrants and the FT Special Warrants to the Purchasers are exempt from the prospectus requirements of Canadian Securities Laws and no documents are required to be filed (other than specified forms accompanied by requisite filing fees), proceedings taken or approvals, permits, consents or authorizations obtained under the Canadian Securities Laws to permit such issuance and sale;

(v) the first trade of the Offered Securities and the Underlying Securities;

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(vi) the Special Warrants and FT Special Warrants have been duly authorized and validly allotted for issuance by the Company, and upon payment, will be validly issued as full paid securities;

(vii) the Special Warrant Shares, the FT Special Warrant Shares and the Penalty Shares, as applicable, have been duly authorized and validly allotted for issuance by the Company and, when issued in accordance with the terms of the Special Warrants and FT Special Warrants, respectively, will be outstanding as fully paid and non-assessable Common Shares;

(viii) all necessary corporate action has been taken by the Company to authorize the execution and delivery of this Agreement and the Indentures, and the performance of its obligations hereunder and thereunder and this Agreement and the Indentures have been executed and delivered by the Company and constitute legal, valid and binding obligations of the Company enforceable against it in accordance with their terms, subject to customary qualifications;

(ix) the Special Warrant Shares, the FT Special Warrant Shares and the Penalty Shares, as applicable, have been conditionally approved for listing on the TSX subject only to the Standard Listing Conditions;

(x) the execution and delivery of this Agreement, the fulfilment of the terms hereof by the Company and the issuance, sale and delivery of the Offered Securities to be issued, delivered and sold by the Company at the Closing Time 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 articles or by-laws of the Company or the Business Corporations Act (Ontario);

(xi) the FT Special Warrants issued to FT Purchasers that are not Underwriters are “flow-through shares” as defined in subsection 66(15) of the Act and the FT Special Warrants do not constitute, as at the Closing Date, “prescribed shares” for the purposes of the definition of “flow-through share” in subsection 66(15) of the Act or “prescribed rights” pursuant to proposed regulation 6202.1(1.1) of the Act; and

(xii) Computershare Investor Services Inc. has been duly appointed the transfer agent and registrar for the Shares;

(b) if any Special Warrants are sold in the United States, the Company’s U.S. legal counsel, Xxxxxx & Whitney LLP, shall have delivered a favourable legal opinion addressed to the Underwriters in form and substance satisfactory to the Underwriters, acting reasonably, to the effect that no registration under the U.S. Securities Act is required for the sale of the Special Warrants by the Company in the United States;

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(c) the Underwriters shall have received the following reports or opinions dated as of the Closing Date, in form and substance satisfactory to the Underwriters and Underwriters’ counsel, acting reasonably:

(i) a favourable legal opinion addressed to the Underwriters dated the Closing Date, from XxxXxxxxxx Xxxxxx & Xxxxxxx LLP, the Company’s counsel in Saskatchewan, regarding title to the XxXxxxx Lake and Midwest mineral properties and Xxxxxxx River project of the Company; and

(ii) a favourable report of the Company’s, or as applicable, a subsidiary’s, external counsel regarding the status and ownership interests in the properties and mines that comprise:

(A) the Arizona Strip properties;

(B) Xxxxx Mountains Complex properties, including the Bullfrog and Xxxx M deposits;

(C) the Colorado Plateau properties; and

(D) the Mutanga project;

(d) the Company will have caused a favourable legal opinion to be delivered by local counsel in the jurisdiction of incorporation of each of the Opinion Subsidiaries addressed to the Underwriters, in form and substance satisfactory to the Underwriters, acting reasonably, and with respect to the following matters:

(i) the incorporation and existence of each Opinion Subsidiary under the laws of its jurisdiction of incorporation;

(ii) as to the registered ownership of the issued and outstanding shares of each Opinion Subsidiary; and

(iii) that each Opinion 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 at the Closing Time, shall deliver certificates of status (or the equivalent) with respect to each of the Material Subsidiaries dated the Business Day immediately prior to the Closing Date or such other date as the Company and the Underwriters may agree;

(e) the Underwriters shall have received certificates evidencing the Special Warrants and FT Special Warrants in form and substance satisfactory to the Underwriters, acting reasonably;

(f) the Underwriters shall have received a certificate, in form and substance acceptable to the Underwriters and their legal counsel, dated as of the Closing Date signed by the Chief Executive Officer or Chief Financial Officer of the Company (or such other officer or officers of the Company acceptable to the Underwriters, acting reasonably) with respect to:

(i) the constating documents of the Company;

(ii) the resolutions of the Board of Directors of the Company related to the Offering, the allotment and sale of the Offered Securities, the authorization of this Agreement, the Subscription Agreements and the other agreements and transactions contemplated by this Agreement; and

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(iii) the incumbency and signatures of signing officers of the Company;

(g) the Underwriters shall have received a certificate, dated as of the Closing Date, of the Chief Executive Officer and the Chief Financial Officer of the Company (or such other officer or officers of the Company acceptable to the Underwriters, acting reasonably), addressed to the Underwriters and their counsel to the effect that, to the best of their knowledge, information and belief, after due enquiry and without personal liability:

(i) the representations and warranties of the Company in this Agreement are true and correct in all material respects as if made at and as of the Closing Time (other than those that speak to a specific time, in which case they shall have been true and correct in all material respects at such time) and the Company has performed all covenants and agreements and satisfied all conditions on its part to be performed or satisfied in all material respects at or prior to the Closing Time;

(ii) no order, ruling or determination having the effect of suspending the sale or ceasing, suspending or restricting the trading of Common Shares in the Qualifying Jurisdictions has been issued or made by any stock exchange, securities commission or regulatory authority and is continuing in effect and no proceedings, investigations or enquiries for that purpose have been instituted or are pending;

(iii) the articles and by-laws of the Company delivered at Closing are full, true and correct copies, unamended, and in effect on the date thereof; and

(iv) the minutes or other records of various proceedings and actions of the Company’s Board of Directors relating to the Offering and delivered at Closing are full, true and correct copies thereof, and have not been modified or rescinded as of the date thereof,

(h) the Special Warrant Shares, the FT Special Warrant Shares and the Penalty Shares, as applicable, shall have been conditionally approved for listing on the TSX and the NYSE Amex, subject to the conditions set out in the Standard Listing Conditions;

(i) the Underwriters shall have conducted all due diligence inquiries and investigations and not identified any material adverse changes or misrepresentations or any items materially adversely affecting the Company’s affairs which exist as of the date hereof but which have not been widely disseminated to the public;

(j) the Underwriters shall have received a certificate of status in respect of the Company;

(k) the Underwriters shall have received certificates or the equivalent thereof from the Canadian Securities Regulators issued under Securities Laws of the Qualifying Jurisdictions stating that the Company is not in default under such Securities Laws;

(l) the Underwriters shall have received a certificate from Computershare Investor Services Inc. as to the number of Common Shares issued and outstanding as at a date no more than two Business Days prior to the Closing Date; and

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(m) the Underwriters shall have received such further certificates, opinions and other documentation from the Company as may be contemplated herein or as the Underwriters may reasonably require, provided, however, that the Underwriters shall request any such certificate, opinions or document within a reasonable period prior to the Closing Time that is sufficient for the Company to obtain and deliver such certificate, opinion or document.

7. Restrictions on Further Issues or Sales.

For a period of 120 days from the Closing Date, the Company shall not (and, for greater certainty, shall not publicly announce any intention to do any of the following), without the prior written consent of the Underwriters (such consent not to be unreasonably withheld), offer or sell, agree to offer or sell, or enter into an arrangement to offer or sell any Common Shares, or financial instruments convertible or exchangeable into Common Shares (collectively “Equity Securities”) other than in connection with: (i) the grant or exercise of stock options and other similar issuances pursuant to any existing share incentive plan of the Company and other existing share compensation arrangements or any new share incentive plan approved by shareholders or any other new share compensation arrangement similar in tenor to the Company’s existing arrangements in this regard; (ii) outstanding convertible securities; and (iii) Common Shares that may be issued to KEPCO pursuant to the Strategic Relationship Agreement.

8. All Terms to be Conditions.

All terms and conditions of this Agreement shall be construed as conditions and any breach or failure to comply with any such terms and conditions in any material respect shall entitle the Underwriters to terminate their obligations hereunder 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.

9. Termination Events.

Any Underwriter may terminate its obligations on or before Closing if, commencing on the date hereof and prior to the Closing Time:

(a) there shall be any material change in the affairs of the Company or its Material Subsidiaries, or there should be discovered any previously undisclosed material fact (other than facts relating solely to the Underwriters) which, in the reasonable opinion of the Underwriters (or any of them), has or would be expected to have a significant adverse effect on the market price or value of the Offered Securities or other securities of the Company;

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(b) (i) any order, inquiry, action, suit, investigation or other proceeding (whether formal or informal) is commenced, announced or threatened or made by any federal, provincial, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality including, without limitation, the TSX, the NYSE Amex or any securities regulatory authority against the Company, its Material Subsidiaries or any of its officers, directors or principal shareholders of the Company or any law or regulation is enacted or changed which in the opinion of the Underwriters (or any of them), acting reasonably, operates or threatens to prevent, cease or restrict the issuance or trading of the securities of the Company by the Company, its officers, directors or principal shareholders or materially and adversely affects or will materially and adversely affect the market price or value of the securities of the Company; or (ii) there should develop, occur or come into effect or existence any event, action, state, accident, condition, terrorist event or major financial occurrence of national or international consequence or any law or regulation which in the reasonable opinion of the Underwriters seriously adversely affects, or will, or could reasonably be expected to, seriously adversely affect, the financial markets or the business, operation or affairs of the Company and its material subsidiaries, on a consolidated basis; or

(c) the Underwriters (or any one of them) determines that the Company is in breach of a material term, condition or covenant of the Agreement.

Upon the occurrence of any of the foregoing events, any Underwriter shall be entitled, to terminate and cancel its obligations to the Company hereunder by written notice to that effect given to the Company and the other Underwriter prior to the Closing Time.

10. Exercise of Termination Right.

If this Agreement is terminated by any of the Underwriters pursuant to section 9, there shall be no further liability to the Company on the part of such Underwriter or of the Company to such Underwriter, except in respect of any liability which may have arisen or may thereafter arise under sections 12 and 13. The right of the Underwriters or any one of them to terminate their respective obligations under this Agreement is in addition to such other remedies as they may have in respect of any default, act or failure to act of the Company in respect of any of the matters contemplated by this Agreement. A notice of termination given by one Underwriter under section 9 shall not be binding upon the other Underwriters.

11. Survival of Representations and Warranties.

All terms, warranties, representations, covenants and agreements herein contained or contained in any documents delivered pursuant to this Agreement and in connection with the transactions herein contemplated shall survive the purchase and sale of the Offered Securities and will continue in full force and effect for the benefit of the Underwriters and/or the Company, as the case may be, regardless of any subsequent disposition of the Offered Securities or any investigation by or on behalf of the Underwriters with respect thereto for a period ending on the later of: (a) the date that is two years following the Closing Date, and (b) the latest date under applicable Securities Laws (non-residents of Canada being deemed to be resident in the Province of Ontario for such purposes) that an action may be commenced or a right of rescission may be exercised with respect to a misrepresentation contained in the Final Prospectus or, if applicable, any Supplementary Material. The Underwriters and/or the Company, as the case may be, will be entitled to rely on the representations and warranties of the other parties contained in this Agreement or delivered pursuant to this Agreement notwithstanding any investigation, which the Underwriters and/or the Company may undertake or which may be undertaken on the Underwriters’ and/or the Company’s behalf, as the case may be.

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12. Indemnity and Contribution.

(a) The Company shall indemnify and save the Underwriters and/or any of their respective affiliates (in this section 12 referred to collectively as the “Underwriters”) and the directors, officers, employees and agents of the Underwriters (in this section 12 referred to as the “Personnel”) harmless from and against any and all expenses, losses (other than loss of profits), claims, actions, damages or liabilities, whether joint or several (including the aggregate amount paid in reasonable settlement of any actions, suits, proceedings or claims), and the reasonable fees and expenses of its counsel that may be incurred in advising with respect to and/or defending any claim that may be made against the Underwriters and/or the Personnel, to which the Underwriters and/or their Personnel may become subject or otherwise involved in any capacity under any statute or common law or otherwise insofar as such expenses, losses, claims, damages, liabilities or actions arise out of or are based, directly or indirectly, upon the performance of professional services rendered to the Company by the Underwriters and/or their Personnel or otherwise in connection with the matters referred to in this Agreement, including, without limitation, in any way caused by, or arising directly or indirectly from, or in consequence of:

(i) any misrepresentation (as such term is defined in the Securities Act (Ontario)) or alleged misrepresentation contained in this Agreement, the Preliminary Prospectus, the Final Prospectus or any Supplementary Material filed in connection with the Offering or in any documents incorporated therein by reference;

(ii) any information or statement (except any information or statement relating solely to the Underwriters) contained in any certificate of the Company delivered under or pursuant to this Agreement which at the time and in light of the circumstances under which it was made contains or is alleged to contain a misrepresentation;

(iii) any omission or alleged omission to state, in any certificate of the Company delivered under or pursuant to this Agreement, any fact (except facts relating solely to the Underwriters) required to be stated in such document or necessary to make any statement in such document not misleading in light of the circumstances under which it was made; or

(iv) the non-compliance or alleged non-compliance by the Company with any requirements of the Securities Act (Ontario) or other Securities Laws.

(b) Notwithstanding anything to the contrary contained herein, this indemnity shall not apply to the extent that a court of competent jurisdiction in a final judgment that has become non-appealable shall determine that:

(i) the Underwriters or their Personnel have been negligent or have committed any fraudulent or illegal act or an act of willful misconduct in the course of the performance of professional services rendered to the Company by the Underwriters and/or their Personnel or otherwise in connection with the matters referred to in this Agreement; and

(ii) the expenses, losses, claims, damages or liabilities, as to which indemnification is claimed, were directly caused by the negligence, illegality, willful misconduct or fraud referred to in section 12(b)(i).

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(c) If for any reason (other than the occurrence of any of the events itemized in sections 12(b)(b)(i) and 12(b)(b)(ii)), the foregoing indemnification is unavailable to the Underwriters or insufficient to hold them harmless, then the Company shall contribute to the amount paid or payable by the Underwriters as a result of such expense, loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by the Company on the one hand and the Underwriters on the other hand but also the relative fault of the Company and the Underwriters, as well as any relevant equitable considerations; provided that the Company shall, in any event, contribute to the amount paid or payable by the Underwriters as a result of such expense, loss, claim, damage or liability, any excess of such amount over the amount of the fees received by the Underwriters hereunder pursuant to this Agreement.

(d) The Company agrees that in case any legal proceeding shall be brought against the Company and/or the Underwriters by any governmental commission or regulatory authority or any stock exchange or other entity having regulatory authority, either domestic or foreign, shall investigate the Company and/or the Underwriters and any Personnel of the Underwriters shall be required to testify in connection therewith or shall be required to respond to procedures designed to discover information regarding, in connection with, or by reason of the performance of professional services rendered to the Company by the Underwriters, the Underwriters shall have the right to employ their own counsel in connection therewith, and the reasonable fees and expenses of such counsel as well as the reasonable costs (including an amount to reimburse the Underwriters for time spent by their Personnel in connection therewith) and out-of-pocket expenses incurred by their Personnel in connection therewith shall, subject to the right of indemnity, be paid by the Company as they occur.

(e) Promptly after receipt of notice of the commencement of any legal proceeding against the Underwriters or any of their Personnel or after receipt of notice of the commencement of any investigation, which is based, directly or indirectly, upon any matter in respect of which indemnification may be sought from the Company, the Underwriters will notify the Company in writing of the commencement thereof and, throughout the course thereof, will provide copies of all relevant documentation to the Company, will keep the Company advised of the progress thereof and will discuss with the Company all significant actions proposed. The omission so to notify the Company shall not relieve the Company of any liability which the Company may have to the Underwriters except only to the extent that any such delay in giving or failure to give notice as herein required materially prejudices the defence of such action, suit, proceeding, claim or Investigation or results in any material increase in the liability which the Company would otherwise have under this indemnity had the Underwriters not so delayed in giving or failed to give the notice required hereunder.

(f) The Company shall be entitled, at its own expense, to participate in and, to the extent it may wish to do so, assume the defence thereof, provided such defence is conducted by experienced and competent counsel. Upon the Company notifying the Underwriters in writing of its election to assume the defence and retaining counsel, the Company shall not be liable to the Underwriters for any legal expenses subsequently incurred by them in connection with such defence. If such defence is assumed by the Company, the Company throughout the course thereof will provide copies of all relevant documentation to the Underwriters, will keep the Underwriters advised of the progress thereof and will discuss with the Underwriters all significant actions proposed.

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(g) Notwithstanding the foregoing section, any Underwriter shall have the right, at the Company’s expense, to employ counsel of such Underwriter’s choice, in respect of the defence of any action, suit, proceeding, claim or investigation if: (i) the employment of such counsel has been authorized by the Company; or (ii) the Company has not assumed the defence and employed counsel therefor within a reasonable time after receiving notice of such action, suit, proceeding, claim or investigation; or (iii) counsel retained by the Company or the Underwriter(s) has advised the Underwriters) that representation of both parties by the same counsel would be inappropriate for any reason, including without limitation because there may be legal defences available to the Underwriters which are different from or in addition to those available to the Company (in which event and to that extent, the Company shall not have the right to assume or direct the defence on the Underwriter’s behalf) or that there is a conflict of interest between the Company and the Underwriters or the subject matter of the action, suit, proceeding, claim or investigation may not fall within the indemnity set forth herein (in either of which events the Company shall not have the right to assume or direct the defence on the Underwriters’ behalf).

(h) No admission of liability and no settlement of any action, suit, proceeding, claim or investigation shall be made without the consent of the Underwriters affected. No admission of liability shall be made and the Company shall not be liable for any settlement of any action, suit, proceeding, claim or investigation made without its consent.

(i) The indemnity and contribution obligations of the Company shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to the Personnel of the Underwriters and shall be binding upon and enure to the benefit of any successors, assigns, heirs and personal representatives of the Company, the Underwriters and any of the Personnel of the Underwriters. The foregoing provisions shall survive the completion of the transactions contemplated under this Agreement or any termination of this Agreement.

(j) Notwithstanding anything contained in this Agreement, except as provided in any Subscription Agreement entered into by the Underwriters or their respective affiliates to acquire FT Special Warrants as principal, the Underwriters and their respective affiliates shall not be indemnified by the Company for any losses, claims, damages, liabilities, costs or expenses that the Underwriters or their respective affiliates may sustain by reason of the holding, ownership or disposition of FT Special Warrants by the Underwriters or their respective affiliates.

13. Expenses.

The Company shall pay all expenses and fees in connection with the Offering contemplated by this Agreement, including, without limitation, all expenses of or incidental to the issue, sale or distribution of the Offered Securities and the Underlying Securities and all expenses of or incidental to all other matters in connection with the transaction set out in this Agreement, including, without limitation, the fees and expenses payable in connection with the distribution of the Offered Securities and the Underlying Securities, the fees and expenses of the Company’s counsel and of local counsel to the Company, the reasonable fees and expenses of the auditors and the transfer agent for the Common Shares, all costs incurred in connection with the preparation and printing of the Offering Documents and certificates representing the Offered Securities and the Underlying Securities, all costs incurred related to road shows and marketing activities, filing fees and all reasonable expenses and fees incurred by the Underwriters and the reasonable fees and disbursements of the Underwriters’ counsel (up to a maximum of $100,000 in respect of such legal fees, exclusive of HST and disbursements), whether or not the Offering is completed.

- 36 -

14. Advertisements.

The Company acknowledges that the Underwriters shall have the right, subject always to this Agreement and Schedule “A”, at their own expense, subject to the prior consent of the Company, such consent not to be unreasonably withheld, to place such advertisement or advertisements relating to the sale of the Offered Securities contemplated herein as the Underwriters may consider desirable or appropriate and as may be permitted by applicable law. The Company and the Underwriters each agree that they will not make or publish any advertisement in any media whatsoever relating to, or otherwise publicize, the transaction provided for herein so as to result in any exemption from the prospectus and registration or other similar requirements under applicable securities legislation in any of the provinces of Canada or any other jurisdiction in which the Securities shall be offered and sold being unavailable in respect of the sale of the Offered Securities to prospective purchasers.

15. Underwriters’ Obligations.

The Underwriters’ obligations under this Agreement shall be several and not joint, and the Underwriters’ respective obligations and rights and benefits hereunder shall be as to the following percentages (“Relevant Proportions”):

GMP Securities L.P.			50	%
Scotia Capital Inc.			50	%

If an Underwriter (a “Refusing Underwriter”) shall not complete the purchase and sale of the Offered Securities which such Underwriter has agreed to purchase hereunder for any reason whatsoever, the other Underwriter (the “Continuing Underwriter”) shall be entitled, at its option, to purchase all but not less than all of the Offered Securities which would otherwise have been purchased by such Refusing Underwriter. If the Continuing Underwriter does not elect to purchase the balance of the Offered Securities pursuant to the foregoing:

(a) the Continuing Underwriter shall not be obliged to purchase any of the Offered Securities that any Refusing Underwriter is obligated to purchase; and

(b) the Company shall not be obliged to sell less than all of the Offered Securities,

(c) and the Company shall be entitled to terminate its obligations under this Agreement arising from its acceptance of this offer, in which event there shall be no further liability on the part of the Company or the Continuing Underwriter, except pursuant to the provisions of sections 12 and 13 hereof. Nothing in this Agreement shall oblige any U.S. Affiliate to purchase any Offered Securities. Notwithstanding the foregoing, the Refusing Underwriter shall not be entitled to the benefit of the provisions of sections 12 and 13 hereof following such termination.

- 37 -

16. Compliance with U.S. Securities Laws.

The Underwriters make the representations, warranties and covenants applicable to them in Schedule “A” hereto and agree, on behalf of themselves and their U.S. Affiliates, for the benefit of the Company, to comply with the U.S. selling restrictions imposed by the laws of the United States and set forth in Schedule “A” hereto, which forms part of this Agreement. Notwithstanding the foregoing provisions of this section, an Underwriter will not be liable to the Company under this section or Schedule “A” with respect to a violation by another Underwriter of the provisions of this section or Schedule “A” if the former Underwriter is not itself also in violation. The Company makes the representations, warranties and covenants applicable to it in Schedule “A” hereto.

17. Notices.

Unless otherwise expressly provided in this Agreement, any notice or other communication to be given under this Agreement (a “notice”) shall be in writing addressed as follows:

(a) If to the Company, to:

		Xxxxxxx Mines Corp. 000 Xxx Xxxxxx, Xxxxx 000 Xxxxxxx, XX X0X 0X0
		Attention:    Xxx X. Xxxxxxxxx Fax:            000-000-0000
		with a copy (for information purposes only and not constituting notice) to:
		Blake, Xxxxxxx & Xxxxxxx LLP 855 — 0xx Xxxxxx X.X. Suite 3500, Bankers Hall East Tower Calgary AB T2P 4J8
		Attention:    Xxxxxx XxXxxx Fax:            403-260-9700
(b)		If to the Underwriters, to:
		GMP Securities L.P. 000 Xxxx Xxxxxx Xxxx, Xxxxx 000 Xxxxxxx, XX X0X 0X0
		Attention:    Xxxx Xxxxxxxx Fax:            000-000-0000
		And to:
		Scotia Capital Inc. 00 Xxxx Xxxxxx Xxxx, 00xx Xxxxx Xxxxxxx, XX X0X 0X0
		Attention:    Xxxxxxx Xxxxxxxx Fax:            000-000-0000

- 38 -

With a copy (for information purposes only and not constituting notice) to:

Xxxxxxx Xxxxx & Xxxxxxxxx LLP
2100 Scotia Plaza
00 Xxxx Xxxxxx Xxxx
Xxxxxxx, XX X0X 0X0

Attention:     Xxxx Xxxxxxx
Fax:             000-000-0000

and if so given, shall be deemed to have been given and received upon receipt by the addressee or a responsible officer of the addressee if delivered, or one hour after being telecopied and receipt confirmed during normal business hours, as the case may be. Any party may, at any time, give notice in writing to the others in the manner provided for above of any change of address or fax number.

18. Time of the Essence.

Time shall, in all respects, be of the essence hereof.

19. Canadian Dollars.

All references herein to dollar amounts are to lawful money of Canada.

20. Headings.

The headings contained herein are for convenience only and shall not affect the meaning or interpretation hereof.

21. Singular and Plural, etc.

Where the context so requires, words importing the singular number include the plural and vice versa, and words importing gender shall include the masculine, feminine and neuter genders.

22. Entire Agreement.

This Agreement constitutes the only agreement between the parties with respect to the subject matter hereof and shall supersede any and all prior negotiations and understandings. This Agreement may be amended or modified in any respect by written instrument only.

23. Severability.

If one or more provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof, but this Agreement shall be construed as if such invalid, illegal or unenforceable provision or provisions had never been contained herein.

24. Governing Law.

This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein. Each of the Company and the Underwriters irrevocably agrees that the courts of the Province of Ontario shall have non-exclusive jurisdiction to hear and decide any suit, action or proceedings, and/or to settle any disputes, which may arise out of or in connection with this Agreement and the transactions contemplated hereby (“Proceedings”) and, for these purposes, each of them irrevocably submits to the jurisdiction of the Ontario courts and waives (and irrevocably agrees not to raise) any objection which it may have now or hereafter to the laying of the venue of any Proceedings in any such court and any claim that any such Proceedings have been brought in an inconvenient forum and further irrevocably agrees that a judgment in any Proceedings brought in any Ontario court shall be conclusive and binding upon it and may be enforced in the courts of any other jurisdiction.

- 39 -

25. Successors and Assigns.

The terms and provisions of this Agreement shall be binding upon and enure to the benefit of the Company and the Underwriters and their respective successors and permitted assigns.

26. Further Assurances.

Each of the parties hereto shall do or cause to be done all such acts and things and shall execute or cause to be executed all such documents, agreements and other instruments as may reasonably be necessary or desirable for the purpose of carrying out the provisions and intent of this Agreement.

27. Effective Date.

This Agreement is intended to and shall take effect as of the date first set forth above, notwithstanding its actual date of execution or delivery.

28. Counterparts and Facsimile Copies.

This Agreement may be executed in any number of counterparts and by facsimile, or other electronic means, which taken together shall form one and the same agreement.

29. Conflict.

The Company acknowledges that the Underwriters and their affiliates carry on a range of businesses, including providing stockbroking, investment advisory, research, investment management and custodial services to clients and trading in financial products as agent or principal. It is possible that the Underwriters and other entities in their respective groups that carry on those businesses may hold long or short positions in securities of companies or other entities, which are or may be involved in the transactions contemplated in this agreement and effect transactions in those securities for their own account or for the account of their respective clients. The Company agrees that these divisions and entities may hold such positions and effect such transactions without regard to the Company’s interests under this agreement.

- 40 -

30. Fiduciary.

The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the purchase and sale of the Offered Securities. The Company further acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis, and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders or creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of such purchase and sale of the Company’s securities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions and that any opinions or views expressed by the Underwriters to the Company regarding such transactions, including, but not limited to, any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company and the Underwriters agree that the Underwriters are acting as principal and not the agent or fiduciary of the Company and no Underwriter has assumed, and no Underwriter will assume, any advisory responsibility in favour of the Company with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether any Underwriter has advised or is currently advising the Company on other matters).

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK.]

- 41 -

If the Company is in agreement with the foregoing terms and conditions, please so indicate by executing a copy of this Agreement where indicated below and delivering the same to the Underwriters.

Yours very truly,
GMP SECURITIES L.P.
Per:		(signed) “Xxxx Xxxxxxxx” Authorized Signing Officer
SCOTIA CAPITAL INC.
Per:		(signed) “Xxxxxxx Xxxxxxxx” Authorized Signing Officer

The foregoing is hereby accepted on the terms and conditions therein set forth as of the 9^th day of December, 2010.

XXXXXXX MINES CORP.
Per:		(signed) “Xxx X. Xxxxxxxxx” Authorized Signing Officer

- 42 -

SCHEDULE “A”
COMPLIANCE WITH UNITED STATES SECURITIES LAWS

As used in this Schedule “A”, capitalized terms used herein and not defined herein shall have the meanings ascribed thereto in the Underwriting Agreement to which this Schedule “A” is annexed and the following terms shall have the meanings indicated:

(a) “Directed Selling Efforts” means “directed selling efforts” as that term is defined in Regulation S. Without limiting the foregoing, but for greater clarity in this Schedule, it means, subject to the exclusions from the definition of directed selling efforts contained in Regulation S, any activity undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for any of the Securities and includes the placement of any advertisement in a publication with a general circulation in the United States that refers to the offering of such Securities;

(b) “Foreign Issuer” shall have the meaning ascribed thereto in Regulation S;

(c) “General Solicitation or General Advertising” means “general solicitation or general advertising”, as used under Rule 502(c) under the U.S. Securities Act, including, but not limited to, advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or on the Internet or broadcast over radio, television, or telecommunications, including electronic display or the Internet, or any seminar or meeting whose attendees had been invited by general solicitation or general advertising;

(d) “Institutional Accredited Investor” means an institutional “accredited investor” that satisfies one or more of the requirements set forth in Rule 501(a)(1), (2), (3) or (7) of Regulation D;

(e) “Regulation D” means Regulation D adopted by the SEC under the U.S. Securities Act;

(f) “Regulation S” means Regulation S adopted by the SEC under the U.S. Securities Act; and

(g) “SEC” means the United States Securities and Exchange Commission;

(h) “Securities” means the Offered Securities and the Qualified Securities;

(i) “Substantial U.S. Market Interest” means “substantial U.S. market interest” as that term is defined in Regulation S; and

(j) “U.S. Exchange Act” means the United States Securities Exchange Act of 1934, as amended;

Representations, Warranties and Covenants of the Underwriters

Each Underwriter, on behalf of itself and on behalf of its U.S. Affiliate, acknowledges that the Securities have not been and will not be registered under the U.S. Securities Act or applicable state securities laws and the Special Warrants and FT Special Warrants may be offered and sold only in transactions exempt from or not subject to the registration requirements of the U.S. Securities Act and applicable state securities laws. Accordingly, each Underwriter represents, warrants and covenants to and with the Company that:

1. It has not offered and sold, and will not offer and sell, any Special Warrants and FT Special Warrants except (a) in an “offshore transaction”, as such term is defined in Regulation S, in accordance with Rule 903 of Regulation S, or (b) in the case of Special Warrants, in the United States as provided in paragraphs 2 through 13 below. Accordingly, none of the Underwriter, its affiliates, nor any persons acting on its or their behalf, has made or will make (except as permitted in paragraphs 2 through 13 below) (i) any offer to sell or any solicitation of an offer to buy, any Special Warrants or FT Special Warrants to any person in the United States, (ii) any sale of Special Warrants or FT Special Warrants to any purchaser unless, at the time the buy order was or will have been originated, the purchaser was outside the United States, or such Underwriter, affiliate or person acting on behalf of either reasonably believed that such purchaser was outside the United States, or (iii) any Directed Selling Efforts.

2. It has not entered and will not enter into any contractual arrangement with respect to the distribution of the Special Warrants or FT Special Warrants, except with its U.S. Affiliate with respect to the Special Warrants, any soliciting dealer group members (as described in the Underwriting Agreement) or with the prior written consent of the Company. It shall require its U.S. Affiliate and each soliciting dealer group member to agree, for the benefit of the Company, to comply with, and shall use its best efforts to ensure that its U.S. Affiliate and each soliciting dealer group member complies with, the same provisions of this Schedule “A” as apply to such Underwriter as if such provisions applied to such U.S. Affiliate and soliciting dealer group member.

3. All offers and sales of Special Warrants in the United States shall be made only to Institutional Accredited Investors through the U.S. Affiliate in compliance with all applicable U.S. federal and state broker-dealer requirements and in the manner contemplated in this Schedule “A”. Such U.S. Affiliate is and will be, on the date of each offer and sale of Offered Securities in the United States, duly registered as a broker-dealer pursuant to Section 15(b) of the U.S. Exchange Act and the securities laws of each state in which such offer or sale is made (unless exempted from the respective state’s broker-dealer registration requirements) and a member of and in good standing with the Financial Industry Regulatory Authority, Inc.

4. Offers and sales of Special Warrants in the United States shall not be made (i) by any form of General Solicitation or General Advertising, or (ii) in any manner involving a public offering within the meaning of Section 4(2) of the U.S. Securities Act.

5. Any offer, sale or solicitation of an offer to buy Special Warrants that has been made or will be made in the United States was or will be made only to Institutional Accredited Investors in transactions that are exempt from registration under the U.S. Securities Act pursuant to Rule 506 of Regulation D and in transactions that are exempt from registration under and in compliance with applicable state securities laws.

6. Immediately prior to soliciting any offeree in the United States, the Underwriter, the U.S. Affiliate, and any person acting on its or their behalf had or will have reasonable grounds to believe and did or will believe that each such offeree, and any person on behalf of whom such offeree is acquiring the Special Warrants, is an Institutional Accredited Investor, and at the time of completion of each sale to any such offerees, the Underwriter, the U.S. Affiliate, and any person acting on its or their behalf had or will have reasonable grounds to believe and did or will believe, that each purchaser purchasing Special Warrants and any person on behalf of whom such purchaser is acquiring Special Warrants is an Institutional Accredited Investor.

- A2 -

7. The Underwriter acting through its U.S. Affiliate, may offer the Special Warrants in the United States only to offerees with respect to which the Underwriter has a pre-existing relationship such that the Underwriter and its U.S. Affiliate are in a position to determine that the offeree, or beneficial purchaser, if any, for whom the offeree is acting as trustee or Underwriter, has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of its investment in the Special Warrants and the Special Warrant Shares.

8. Prior to the completion of any sale of Special Warrants in the United States, each U.S. purchaser will be required to execute a Subscription Agreement in form satisfactory to the Company, the Underwriters and the Company’s U.S. counsel.

9. It will inform, and cause its U.S. Affiliate to inform, all purchasers of the Special Warrants in the United States that the Special Warrants and the Special Warrant Shares have not been and will not be registered under the U.S. Securities Act or applicable state securities laws and the Special Warrants are being offered and sold to them without registration under the U.S. Securities Act in reliance on Rule 506 of Regulation D and in reliance upon similar exemptions under applicable state securities laws.

10. At least one business day prior to the Closing Time, the transfer agent will be provided with a list of all purchasers of the Special Warrants in the United States.

11. At closing, the Underwriter will either (i) together with its U.S. Affiliate, provide a certificate, substantially in the form of Appendix I to this Schedule A, relating to the manner of the offer and sale of the Special Warrants in the United States, or (ii) be deemed to have represented and warranted to the Company, as of the Closing Time, that it did not and will not offer or sell any of the Special Warrants in the United States.

12. None of the Underwriter, its U.S. Affiliate, or any person acting on their behalf has taken or will take, directly or indirectly, any action in violation of Regulation M under the U.S. Exchange Act, in connection with the offer and sale of the Special Warrants or the FT Special Warrants.

13. None of the Underwriter, its affiliates, or any person acting on its or their behalf will solicit the exchange of the Offered Securities or will pay, give or receive any commission or other remuneration, directly or indirectly, for soliciting the exchange of the Offered Securities.

Representations, Warranties and Covenants of the Company

The Company represents, warrants, covenants and agrees that:

14. The Company is a Foreign Issuer and reasonably believes that there is no Substantial U.S. Market Interest in the Common Shares.

15. The Company is not, and as a result of the sale of the Special Warrants or FT Special Warrants and the issuance of the Qualified Securities contemplated hereby will not be, an “investment company” registered or required to be registered under the United States Investment Company Act of 1940, as amended.

- A3 -

16. Except with respect to offers and sales of Special Warrants to Institutional Accredited Investors within the United States in reliance upon an exemption from registration under the U.S. Securities Act as set forth herein, none of the Company, its affiliates, or any person acting on its or their behalf, has made or will make: (A) any offer to sell, or any solicitation of an offer to buy, any Special Warrants or FT Special Warrants to any person in the United States; or (B) any sale of such securities unless, at the time the buy order was or will have been originated, the purchaser is (i) outside the United States, or (ii) the Company, its affiliates, and any person acting on their behalf reasonably believes that the purchaser is outside the United States.

17. During the period in which the Special Warrants are offered for sale, none of the Company, its affiliates, or any person acting on its or their behalf has made or will make any Directed Selling Efforts, or has taken or will take any action that would cause the exemption afforded by Rule 506 of Regulation D or Rule 903 of Regulation S to be unavailable for offers and sales of the Special Warrants and FT Special Warrants pursuant to this Agreement.

18. None of the Company, any of its affiliates or any person acting on its or their behalf have engaged or will engage in any form of General Solicitation or General Advertising with respect to offers or sales of the Special Warrants in the United States or have acted or will act in any manner involving a public offering within the meaning of Section 4(2) of the U.S. Securities Act.

19. The Company has not, for a period of six months prior to the commencement of the Offering, sold, offered for sale or solicited any offer to buy any of its securities in the United States in a manner that would be “integrated” with the Offering and that would cause the exemption afforded by Section 4(2) of the U.S. Securities Act and Rule 506 of Regulation D or the exclusion from registration provided by Rule 903 of Regulation S to be unavailable for offers and sales of the Special Warrants and the FT Special Warrants, as applicable.

20. During the period in which the Special Warrants and FT Special Warrants are offered for sale, none of the Company, its affiliates, or any person acting on its or their behalf (other than the Underwriters, their affiliates and any person acting on their behalf, as to which no representation is made) has taken or will take, directly or indirectly, any action that would constitute a violation of Regulation M under the U.S. Exchange Act.

21. The Company shall cause a Form D to be filed with the SEC within 15 days of the first sale of Special Warrants to a person in the United States and shall make such other filings as shall be required by applicable state securities laws to secure exemption from registration under such securities laws for the sale of the Special Warrants in such states.

22. Neither the Company nor any of the predecessors or affiliates thereof has been subject to any order, judgment or decree of any court of competent jurisdiction temporarily, preliminarily or permanently enjoining such person for failure to comply with Rule 503 of Regulation D concerning the filing of notice of sales on Form D.

23. The Company will not pay or give any commission or other remuneration, directly or indirectly, for soliciting the exchange of the Offered Securities.

- A4 -

APPENDIX I TO SCHEDULE “A”

UNDERWRITER’S CERTIFICATE

In connection with the private placement in the United States of special warrants (the “Special Warrants”) of Xxxxxxx Mines Corp. (the “Company”) pursuant to the underwriting agreement dated as of December 9, 2010, among the Company, and the Underwriters named therein (the “Underwriting Agreement”), the undersigned hereby certify as follows:

(i) the undersigned U.S. Affiliate is on the date hereof and was on the date of each offer and sale of Special Warrants in the United States a duly registered broker or dealer with the SEC and under the securities laws of each state in which such offers and subsequent sales by the Company were made (unless exempted from the respective state’s broker-dealer registration requirements) and a member of and in good standing with the Financial Industry Regulatory Authority, Inc.;

(ii) all offers and sales of Special Warrants in the United States have been effected in accordance with all applicable U.S. federal and state broker-dealer requirements;

(iii) immediately prior to contacting any offeree in the United States, we had reasonable grounds to believe and did believe that each offeree was an Institutional Accredited Investor and, on the date hereof, we continue to believe that each such person purchasing Special Warrants from us is an Institutional Accredited Investor;

(iv) no form of General Solicitation or General Advertising was used by us in connection with the offer or sale of the Special Warrants in the United States;

(v) prior to any sale of Special Warrants in the United States, we obtained properly completed and executed Subscription Agreements, in the form agreed to by the Company and the Underwriters, from all purchasers; and

(vi) the offering of the Special Warrants in the United States has been conducted by us in accordance with the terms of the Underwriting Agreement, including Schedule “A” thereto.

Terms used in this certificate have the meanings given to them in the Underwriting Agreement, including Schedule “A” thereto, unless otherwise defined herein.

Dated this _____day of _____, 2010.

[NAME OF UNDERWRITER]				[NAME OF U.S. AFFILIATE]
By:				By:
		Name:				Name:
		Title:				Title:

- Appendix I - 2 -

SCHEDULE “B”

CONVERTIBLE SECURITIES AND SHARE PURCHASE RIGHTS

Share Purchase Warrants

Security		Number		Expiry Date		Exercise Price ($)
Share Purchase Warrants		2,225,000 exercisable for 6,408,000 Common Shares		March 1, 2011		$10.42 per share ($30.00 per warrant)

Stock Options

		Weighted
		Average								Weighted Average
Range of Exercise		Remaining								Exercise Price per
Price per Share		Contractual Life				Number of Common				Share
($)		(Years)(2)				Shares				($)
$1.37 to $4.99			3.53				5,335,325			$	2.03
$5.00 to $9.99			3.90				1,036,439			$	5.75
$10.00 to $11.84			0.07				30,825			$	10.84
Stock options outstanding:			3.57				6,402,589	(1)		$	2.67

(1)		Options outstanding expire between December 2010 and October 2016.
(2)		Remaining contractual life calculated effective December 6, 2010.

KEPCO

KEPCO is entitled to subscribe for additional Common Shares to maintain its shareholding percentage pursuant to the Strategic Relationship Agreement.

SCHEDULE “C”

SUMMARY OF ROYALTIES AND MECHANIC’S LIENS for U.S. PROPERTIES

1. ROYALTIES

The following table lists all current active royalties known to Xxxxxxx Mines (USA) Corp. Any properties that are not listed in this table have no royalties. Table excludes annual minimum royalties.

								VANADIUM
STATE		PROJECT		PROPERTY		URANIUM ROYALTY		ROYALTY		HELD BY
Arizona		Canyon Mine		Canyon 74, 75		3.5% Weighted Average Price		7% NSR		Gulf Oil
						2.25% Yellowcake		None		Uranerz
				All remaining Canyon claims		3.5% Weighted Average Price		7% NSR		Gulf Oil
				XX-0, XX-0, XX-0, What XX-0, Xxxx, Xxxx, XXX000, Xxxx		1% of average Trade Tech Long Term U3O8 Value for 3 months preceding uranium concentrate production				Pathfinder Mines Corporation
Colorado		Carnation Mine		Carnation 1-5		10% Gross Value		10% Gross Value		CC. Xxxxxx Successors
				Carnation Frac. 1		10% Gross Value		10% Gross Value		Shiprock Ltd. Successors
		Xxxxxxx Xxxxx		All Xxxxx and Xxxxxxx Claims		9% of Value (w/adjustments)		9% of Value (w/adjustments)		Sundance Oil
				Xxxxx 1 only		2.5% from Sundance Royalty				H.D. Xxxxx
		Sunday		GMG, GMG0, GMG 1 Claims		12.5% Circular 5		12.5% Value of Ore		Icke, Doudy, Xxxxxx

								VANADIUM
STATE		PROJECT		PROPERTY		URANIUM ROYALTY		ROYALTY		HELD BY
				GMG 2-5, 8-13 claims		10% Circular 5		10%Value of Ore		Icke, Doudy, Xxxxxx
		Monogram Mesa		Xxxxxx		4% of Ux Long Term U3O8 Price		2% of Market Price V2O5		Xxxxxx
Utah		Beaver		Utah Lease 27247		8% Gross Value		4% Gross Value		State Institutional Trust Lands Administration
		Beaver		Utah Lease 27248		8% Gross Value		4% Gross Value		State Institutional Trust Lands Administration
		Beaver & XxXxx		Xxxx Ranches 1-B		12.5% Circular 5 if processed		12.5% Vanadium Base		Xxxx Royalties
		Beaver & XxXxx		Xxxx Ranches 1-A Lease		12.5% Circular 5 if processed		12.5% vanadium base		Xxxx Royalties
		La Xxx		Xxxx Pine Lodge		4%-10% Sliding Scale Based on Ux Long Term U308 Price		2%-6% Sliding Scale based on Ryan’s Notes Published V205 price		Xxxx Royalties Ltd.
		XxXxx		Xxxx Claims		NUEXCO x 4.5 x “grade adjustment” x lbs x 0.075		Carvan Index x “grade value” x Lbs V2O5		Pogues, Xxxxxxx, Xxxxxx
		Xxxx Block		County Lease		3.9% to 12.5% Gross value schedule		3% to 12.5% gross value schedule		Xxx Xxxx Xxxxxx

- X0 -

								XXXXXXXX
XXXXX		PROJECT		PROPERTY		URANIUM ROYALTY		ROYALTY		HELD BY
		Xxxx Block		Crested and T&A Claims		3%-8% Sliding Scale Based on Ux Long Term U308 Price		2%-6% Sliding Scale based on Ryan’s Notes Published V205 price		Eight private individuals
		Xxxx Block		Xxxx- Xxxxxxx Lease		12.5% Circular 5 if processed; 50% interest		12.5% Vanadium base; 50% interest		Xxxxxxx et xx
		Xxxx Block		Section 31, 4 & 5		4%-10% Sliding Scale Based on Ux Long Term U308 Price		2%-6% Sliding Scale based on Ryan’s Notes Published V205 price		Xxxx Royalties Ltd.
		Xxxx Block		Xxxxx Xxxxxx Xxxxxx Estate		3%-8% Sliding Scale Based on Ux Long Term U308 Price		2%-6% Sliding Scale based on Ryan’s Notes Published V205 price		Xxxxx Xxxxxx Xxxxxx Estate 50% Interest
		Xxxx Block		Xxxxxx Estate		3%-8% Sliding Scale Based on Ux Long Term U308 Price		2%-6% Sliding Scale based on Ryan’s Notes Published V205 price		Xxxxxx Estate 50% Interest
		Lisbon Valley		Section 6		4%-10% Sliding Scale Based on Ux Long Term U308 Price		2%-6% Sliding Scale based on Ryan’s Notes Published V205 price		Xxxx Royalties Ltd.

- C3 -

								VANADIUM
STATE		PROJECT		PROPERTY		URANIUM ROYALTY		ROYALTY		HELD BY
		Pandora & Snowball		Pandora Claims		10% Of value of $1.50/lb @ 0.10% ore grade up to 10% of value of $3.50 if ore is 0.20%		10% of value (w/adjustments)		Xxxxxx Xxxxx (Xxxxxx)
		Pandora & Xxxxxxxx		Xxxxxx Claims		10% of value in ore (w/adjustments)		10% of value in ore (w/adjustments)		Xxxxxx Xxxxx (Xxxxxx)
		Pandora & Snowball		Snowball Claims		12.5% Fair Market Value		12.5% market Value		Xxxxxxx and Xxxxxxx
		Pandora & Snowball		Pine Lodge Lease		15% Circular 5 if processed		15% vanadium base		Xxxx Royalties
		Pandora & Snowball		Utah Lease 18301		8% Gross Value		4% Gross Value		State Institutional Trust Lands Administration
				Utah Lease 18301		8% Gross Value		4% Gross Value		MEPNA
		Rim Mine		Boy, Humbug, Humbug 1 Claims		15% Circular 5		15% Value on vanadium base		Ace & Xxxxxxx Xxxxxxx Heirs
				Xxxxxxxx Lease		7.5% Circular 5		7.5% of Value (w/adjustments)		Harley and Xxxxx Xxxxxxxx
		Rim Mine		Utah Lease 51574		8% Gross Value		4% Gross value		State Institutional Trust Lands Administration
		Xxxxx Mountains		Utah State Lease		8% Yellowcake less taxes and minor deductions		4% Gross Value less taxes		State Institutional Trust Lands Administration
				TIC Claims		4% Yellowcake less taxes and minor deductions		2% Gross Value		Xxxxxxxxx Xxxxx

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2. MECHANIC’S LIENS

The following table lists all current mechanic’s liens known to Xxxxxxx Mines (USA) Corp.

		DATE OF NOTICE OF
CLAIMANT		MECHANIC’S LIEN		AMOUNT OF LIEN (US$)				PROPERTY		MATTER
Xxxxxx Machinery Company		August 26, 2010			1,508,829.53			White Mesa Mill		Construction of Cell 4B
Xxxxxxx Powder Co.		September 1, 2010			453,553.56			White Mesa Mill		Construction of Cell 4B
KGL Associates Inc.		September 14, 2010 (amending Previous Notice Dated August 18, 2010)			2,456,818.56			White Mesa Mill		Construction of Cell 4B

- C5 -