Common Contracts

UNDERWRITING AGREEMENT

Underwriting Agreement • June 1st, 2015 • Ontario

• Contract Type
  Underwriting Agreement
• Filed
  June 1st, 2015
• Jurisdiction
  Ontario

The undersigned, GMP Securities L.P. (“GMP”) and BMO Nesbitt Burns Inc. (“BMO”), as co-lead underwriters and joint bookrunners, and Haywood Securities Inc. and RBC Dominion Securities Inc. (together with GMP and BMO, the “Underwriters”) understand that Newmarket Gold Inc. (the “Company”) proposes to create, issue and sell 19,840,000 subscription receipts of the Company (the “Subscription Receipts”), at a price of $1.25 per Subscription Receipt (the “Issue Price”) on a private placement basis, for aggregate gross proceeds of $24,800,000 (the “Offering”), subject to the terms and conditions set out below. In addition, the Underwriters understand that the Company intends to complete the Concurrent Offering (as hereinafter defined) concurrently with the closing of the Offering.