Common Contracts

UNDERWRITING AGREEMENT

Underwriting Agreement • December 3rd, 2013 • Ontario

• Contract Type
  Underwriting Agreement
• Filed
  December 3rd, 2013
• Jurisdiction
  Ontario

In furtherance of a letter agreement dated November 13, 2013 (the “Letter Agreement”) between Stornoway Diamond Corporation (the “Corporation”) and Dundee Securities Ltd. (“Dundee”), for and on behalf of itself, Scotia Capital Inc. and Desjardins Securities Inc. (collectively, the “Underwriters”), the Underwriters hereby offer to purchase from the Corporation (with the right to substitute purchasers), and the Corporation agrees to issue and sell to the Underwriters, 9,200,000 common shares of the Corporation (the “Initial Offered Shares”) at a price of $0.95 per Initial Offered Share (the “Offering Price”), on and subject to the terms and conditions set forth herein (the “Offering”). Each Initial Offered Share shall be issued as a “flow-through share” as defined in subsection 66(15) of the Tax Act (as defined herein). It is understood that the offer of the Offered Shares to the prospective Purchasers (as defined herein) will take place in each of the provinces of Canada (the “Offering