0000950123-10-090263 Sample Contracts

Northgate Minerals Corporation $150,000,000 Principal Amount
Underwriting Agreement • September 30th, 2010 • Northgate Minerals CORP • Gold and silver ores • New York

The Notes will be issued pursuant to an indenture as amended and supplemented by a first supplemental indenture (as amended and supplemented, the “Indenture”) each to be dated as of the date of purchase of the Firm Notes, between the Company and The Bank of New York and BNY Trust Company of Canada, as co-trustees (the “Trustee”). The Notes will be convertible in accordance with their terms and the terms of the Indenture into cash and, if applicable, common shares, without par value (“Common Shares”), of the Company (the “Shares”).

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