AGENCY AGREEMENTAgency Agreement • May 3rd, 2011 • Silvermex Resources Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Ontario
MGI Securities Inc. (the “Lead Agent”) on behalf of itself and Global Hunter Securities LLC (together, the “Agents”) understands that Silvermex Resources Inc. (the “Corporation”) proposes to issue and sell up to 19,354,838 units (the “Units”) at a price of C$0.62 per Unit (the “Unit Issue Price”) with each Unit consisting of one previously unissued common share of the Corporation (a “Common Share”) and one half of one common share purchase warrant (each whole warrant, a “Warrant”). Each Warrant will entitle the holder to acquire one additional Common Share (a “Warrant Share”) of the Corporation at a price of C$0.90 for a period of 36 months following the Closing Date (as defined below) pursuant to the terms of the warrant certificates. The Corporation has also granted the Agents an option (the “Agents’ Option”) to arrange for the issuance and sale of up to an additional 4,838,709 Units (the “Agents’ Option Units”), at a price per Agents’ Option Unit equal to the Unit Issue Price exerci
