AGENCY AGREEMENTAgency Agreement • May 9th, 2007 • Starfield Resources Inc • Metal mining • Ontario
Westwind Partners (UK) Limited and Westwind Partners Inc. (the "Agents") understand that Starfield Resources Inc. (the "Corporation" or "Starfield") proposes to issue and sell, by way of private placement, (i) up to 25,000,000 units of the Corporation ("Units") at a price of $0.24 per Unit, and (ii) up to 21,428,571 common shares of the Corporation issued on a "flow-through" basis pursuant to the Income Tax Act (Canada) ("Flow-Through Shares") at a price of $0.28 per Flow-Through Share, for aggregate gross proceeds of up to $12,000,000 (the "Offering"). Each Unit is comprised of one common share (a "Common Share") of the Corporation and one-half of one Common Share purchase warrant (a "Warrant"). Each whole Warrant will entitle the holder thereof to acquire one Common Share at a price of $0.30 per Common Share on or before the date which is 24 months following the Closing Date (defined herein). In the event that the Common Shares trade at a closing price on the Exchange (defined herein
