UNDERWRITING AGREEMENTUnderwriting Agreement • February 14th, 2013 • Keegan Resources Inc. • Mining & quarrying of nonmetallic minerals (no fuels)
The undersigned, Canaccord Genuity Corp. (“Canaccord Genuity”), Clarus Securities Inc. (“Clarus” and together with Canaccord Genuity, the “Lead Underwriters”), Dundee Securities Corp., BMO Nesbitt Burns Inc. and CIBC World Markets Inc. (each, including the Lead Underwriters, an “Underwriter” and together the “Underwriters”) understand that Keegan Resources Inc. (the “Company”) proposes to issue and sell an aggregate of 24,700,000 common shares in the capital of the Company (the “Purchased Shares”). The Underwriters hereby severally, and not jointly, nor jointly and severally, offer to purchase from the Company in the percentages set forth in section 8.1 of this Agreement, all but not less than all of the Purchased Shares on a “bought deal” basis, at the purchase price of $7.50 per common share (the “Purchase Price”) for aggregate gross proceeds of $185,250,000.
