0001217160-12-000182 Sample Contracts

AGENCY AGREEMENT
Agency Agreement • June 11th, 2012 • Esperanza Resources Corp • Mining & quarrying of nonmetallic minerals (no fuels) • British Columbia

Cormark Securities Inc. and National Bank Financial Inc. (together, the “Co-Lead Agents”) and Canaccord Genuity Corp. and Stonecap Securities Inc. (collectively, the “Agents”) understand that Esperanza Resources Corp. (the “Company”) proposes to issue and sell up to 24,000,000 special warrants (the “Special Warrants”) of the Company at a price of $1.25 per Special Warrant (the “Issue Price”) for aggregate gross proceeds of up to $30,000,000 (the “Offering”).

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