UNDERWRITING AGREEMENTUnderwriting Agreement • May 10th, 2004 • Aurizon Mines LTD • Miscellaneous metal ores • Ontario
National Bank Financial Inc., Haywood Securities Inc., Sprott Securities Inc., Orion Securities Inc., Dundee Securities Corporation and McFarlane Gordon Inc. (collectively, the “Underwriters”) understand that Aurizon Mines Ltd. (the “Corporation”) proposes to sell to the Underwriters 10,000,000 units of the Corporation (the “Units”) at a price of $2.00 per Unit, for aggregate gross proceeds of $20,000,000. Each Unit will be comprised of one common share in the capital of the Corporation (a “Common Share”) and one-half of one Common Share purchase warrant. Each whole Common Share purchase warrant (a “Warrant”) will entitle the holder thereof to acquire one Common Share at an exercise price of $2.50 per Common Share at any time on or prior to the date which is 24 months following the Closing Date (as defined in hereof).
