0001062993-09-002643 Sample Contracts

UNDERWRITING AGREEMENT
Underwriting Agreement • July 28th, 2009 • Augusta Resource CORP • Gold and silver ores • British Columbia

Wellington West Capital Markets Inc. (“Wellington West”), Cormark Securities Inc., CIBC World Markets Inc., and TD Securities Inc (collectively the “Underwriters” and each individually an “Underwriter”) understand that Augusta Resource Corporation (“Augusta” or the “Company”) proposes to issue and sell to the Underwriters 12,380,000 common shares (the “Purchased Shares”), and at the election of the Underwriters, up to 1,857,000 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”.

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