0000950123-10-113659 Sample Contracts

UNDERWRITING AGREEMENT
Underwriting Agreement • December 15th, 2010 • Minefinders Corp Ltd. • Metal mining

Scotia Capital Inc. (“Scotia”), BMO Nesbitt Burns Inc. (“BMO”), CIBC World Markets Inc., J.P. Morgan Securities LLC, Dahlman Rose & Company, LLC., Desjardins Securities Inc., Merrill Lynch Canada Inc. and Jennings Capital Inc. (each, an “Underwriter” and collectively, the “Underwriters”) hereby severally, in respect of the percentages set forth in section 7.1 of this Agreement, and not jointly, offer to purchase from Minefinders Corporation Ltd. (the “Corporation”) upon and subject to the terms hereof, an aggregate of 13,650,000 common shares of the Corporation (the “Shares”) at a price of $11.10 per Share (the “Offering Price”).

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