AGENCY AGREEMENTAgency Agreement • November 24th, 2010 • Xtra-Gold Resources Corp • Metal mining • Ontario
Haywood Securities Inc., and GMP Securities L.P. and Raymond James Ltd., (collectively the “Agents” and, individually, an “Agent”) understand that Xtra-Gold Resources Corp. (the “Corporation”) is prepared to issue and sell a minimum of 3,703,704 and up to a maximum of 7,037,037 shares of common stock (each an “Offered Share” and, collectively, the “Offered Shares”) of the Corporation (the “Financing”), at a price of $1.35 (the “Purchase Price”) per Offered Share, for minimum aggregate gross proceeds of $5,000,000 (the “Minimum Offering”) and maximum aggregate gross proceeds of $9,500,000 (the “Maximum Offering”), assuming no exercise of the Agents’ Option (as hereinafter defined), on the terms and subject to the conditions contained hereinafter and all as described in the Canadian Final Prospectus (as hereinafter defined) relating thereto and executed concurrently with the execution and delivery of this Agreement (as hereinafter defined), which Final Prospectus is made an integral part
