0001137171-06-000945 Sample Contracts

ENERGY METALS CORPORATION Suite 1238, 200 Granville Street Vancouver, B.C. V6C 1S4 Tel: 604.697.5687 Fax: 604.408.4799
Agreement and Plan of Merger • April 17th, 2006 • Quincy Energy Corp • Mining & quarrying of nonmetallic minerals (no fuels)

The purpose of this letter is to confirm in writing the agreement, waiver and/or consent, as applicable, of Energy Metals Corporation (“EMC”), EMC Acquisition Corp. (“Merger Sub”) and Quincy Energy Corp. (“Quincy”) to certain matters affecting the Merger Agreement, as set forth below. Upon EMC, Quincy and Merger Sub signing where noted below, this letter shall be binding upon such parties.

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