Common Contracts

UNDERWRITING AGREEMENT

Underwriting Agreement • March 26th, 2007 • British Columbia

• Contract Type
  Underwriting Agreement
• Filed
  March 26th, 2007
• Jurisdiction
  British Columbia

Corporation, Raymond James Ltd., GMP Securities L.P., Haywood Securities Inc., Westwind Partners Inc., CIBC World Markets Inc. and Orion Securities Inc. (individually, an “Underwriter” and together the “Underwriters”), understand that Stornoway Diamond Corporation. (the “Corporation”) proposes to issue and sell to the Underwriters 12,500,000 Units (the “Units”), each Unit comprised of one Unit Share (as hereinafter defined) and one-half of one Warrant (as hereinafter defined), and to appoint the Underwriters as agents of the Corporation to offer for sale 6,670,000 flow-through Common Shares (the “Flow-Through Shares”), to be issued under the Subscription Agreements (as hereinafter defined). The Units and the Flow-Through Shares are to have the attributes described in the Final Prospectus (as hereinafter defined).