UNDERWRITING AGREEMENTUnderwriting Agreement • September 19th, 2011 • Sandspring Resources Ltd. • Ontario
Mackie Research Capital Corporation ″MRCC″, Cormark Securities Inc., Byron Securities Limited, Fraser Mackenzie Limited, Macquarie Capital Markets Canada Ltd. and PI Financial Corp. (collectively, the ″Underwriters″, understand that Sandspring Resources Ltd. (″Sandspring″ or the ″Corporation″ proposes to create, issue and sell to the Underwriters as principal 7,500,000 special warrants (the ″Special Warrants″ at a price of $1.60 per Special Warrant (the ″Special Warrant Issue Price″ for aggregate gross proceeds of $12,000,000, pursuant to a binding letter agreement (the ″Letter Agreement″ dated March 5, 2010, between the Corporation and MRCC, on its own behalf and on behalf of the Underwriters, inclusive of the exercise by the Underwriters of an option granted by the Corporation to the Underwriters (the ″Underwriters″ Option″ to purchase 1,250,000 Special Warrants (the ″Optioned Special Warrants″ at the Special Warrant Issue Price pursuant to the delivery of a option notice (the ″Optio
SANDSPRING RESOURCES LTD. - and - COMPUTERSHARE TRUST COMPANY OF CANADASpecial • September 19th, 2011 • Sandspring Resources Ltd. • Ontario
NOW THEREFORE THIS INDENTURE WITNESSES that for good and valuable consideration mutually given and received, the receipt and sufficiency of which are hereby acknowledged, it is hereby agreed and declared as follows:
UNDERWRITING AGREEMENTUnderwriting Agreement • September 19th, 2011 • Sandspring Resources Ltd. • Ontario
