UNDERWRITING AGREEMENTOrezone Resources Inc • November 16th, 2007 • Gold and silver ores • Ontario
BMO Nesbitt Burns Inc. ("BMONB"), CIBC World Markets Inc. ("CIBCWM"), J.P. Morgan Securities Inc., Canaccord Capital Corporation and Raymond James Ltd. (collectively, the "Underwriters") understand that Orezone Resources Inc. ("Orezone" or the "Company") proposes to issue and sell to them 154,200,000 common shares (the "Purchased Shares"), and at the election of the Underwriters, up to 23,130,000 additional common shares to cover over-allotments (the common shares in respect of which such option is exercised are called "Over-Allotment Shares"). The Purchased Shares and the Over-Allotment Shares are referred to collectively herein as the "Shares".
