0001062993-11-002400 Sample Contracts

SHAREHOLDER RIGHTS PLAN AGREEMENT DATED AS OF MAY 21, 2008 BETWEEN SILVERCREST MINES INC. AND PACIFIC CORPORATE TRUST COMPANY AS RIGHTS AGENT
Shareholder Rights Plan Agreement • May 31st, 2011 • Silvercrest Mines Inc • British Columbia

SHAREHOLDER RIGHTS PLAN AGREEMENT dated as of May 21, 2008 between SilverCrest Mines Inc., a corporation continued under the British Columbia Business Corporations Act (the "Company") and Pacific Corporate Trust Company, a company existing under the laws of the Province of British Columbia (the "Rights Agent").

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UNDERWRITING AGREEMENT
Underwriting Agreement • May 31st, 2011 • Silvercrest Mines Inc

Canaccord Genuity Corp. ("Canaccord Genuity"), and Jennings Capital Inc. (each, an "Underwriter", and together, the "Underwriters") hereby severally, in respect of the percentages set forth in section 7.1 of this Agreement, and not jointly, offer to purchase from SilverCrest Mines Inc. (the "Corporation") upon and subject to the terms hereof, an aggregate of 18,750,000 Common Shares (as hereinafter defined) (each an "Offered Share") at a price of $1.60 per Offered Share (the "Offering Price").

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