UNDERWRITING AGREEMENTUnderwriting Agreement • October 7th, 2009 • Gammon Gold Inc. • Gold and silver ores • Ontario
BMO Nesbitt Burns Inc. (“BMO Nesbitt Burns”), UBS Securities Canada Inc. (“UBS”, together with BMO Nesbitt Burns, the “Lead Underwriters”), Dundee Securities Corporation, Macquarie Capital Markets Canada Ltd., Canaccord Capital Corporation and Research Capital Corporation (collectively, together with the Lead Underwriters, the “Underwriters” and each individually an “Underwriter”) understand that Gammon Gold Inc. (“Gammon” or the “Company”) proposes to issue and sell to the several Underwriters an aggregate of 11,240,000 common shares (the “Common Shares”) and, at the election of the Underwriters, up to an aggregate of 1,686,000 additional common shares to cover over-allotments (the common shares in respect of which such option is exercised are called “Over-Allotment Shares”). The Common Shares and the Over-Allotment Shares are referred to collectively herein as the “Shares”.
