UNDERWRITING AGREEMENTUnderwriting Agreement • May 20th, 2003 • Aurizon Mines LTD • Miscellaneous metal ores • British Columbia
National Bank Financial Inc. and Haywood Securities Inc. (collectively, the "Underwriters" and each individually an "Underwriter") hereby offer to purchase from Aurizon Mines Ltd. (the "Company") and the Company agrees to issue and sell the Underwriters 7,100,000 subscription receipts (the "Subscription Receipts") of the Company or, in the circumstances described herein, an equivalent number of common shares in the capital of the Company (as applicable, the "Offered Securities") in accordance with the terms and conditions described in this agreement. The offer of the Offered Securities by the Company is hereinafter referred to as the "Offering".
AGENCY AGREEMENTAgency Agreement • May 20th, 2003 • Aurizon Mines LTD • Miscellaneous metal ores • British Columbia
National Bank Financial Inc., Dundee Securities Corporation, Haywood Securities Inc. and Canaccord Capital Corporation (collectively, the " Agents") understand that Aurizon Mines Ltd. (the "Company") desires to issue and sell (i) a minimum of 3,703,703 and a maximum of 5,185,185 common shares (the "Flow Through Common Shares") of the Company, which are to be issued as "flow-through shares" as defined in subsection 66(15) of the Income Tax Act (Canada) (the "Flow Through Offering") and (ii) up to 740,740 common shares (the "Additional Shares") in the capital of the Company (the "Additional Offering"). The Flow Through Offering and the Additional Offering are hereinafter referred to together as the "Offerings".
