abcourt agency agreement

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EXECUTION COPY

AGENCY AGREEMENT

December 22, 2009

Abcourt Mines Inc.506 des FalaisesMont St-Hilaire, QuébecJ3H 5R7

ATTENTION: Renaud Hinse, President and Chief Executive Officer

Dear Sirs/Mesdames:

Northern Securities Inc. (the “Agent”) understands that Abcourt Mines Inc.

(the “Company”) proposes to issue and sell (i) units of the Company (the “Hard Dollar Units”), each such Hard Dollar Unit consisting of one (1) common share in the capital of theCompany (each, a “Unit Share”) and one (1) common share purchase warrant (each, a“Warrant”), each Warrant entitling its holder to purchase one (1) additional common share inthe share capital of the Company (a “Warrant Share”) on payment of $0.17 per Warrant Shareuntil 4:30 p.m. (Montreal time) on the date that is 24 months from the Closing Date (ashereinafter defined) (the “Unit Offering”), and (ii) flow-through units (the “Flow-ThroughUnits”), each such Flow-Through Unit consisting of one (1) common share in the capital of theCompany which is a “flow-through share” (the “Flow-Through Shares”) and one-half of one(½) common share purchase warrant, each whole common share purchase warrant (a “Flow-Through Warrant”) entitling its holder to purchase one (1) additional common share in theshare capital of the Company (a “Flow-Through Warrant Share”) on payment of $0.19 per

Flow-Through Warrant Share until 4:30 p.m. (Montreal time) on the date that is 24 months fromthe Closing Date (the “Flow-Through Offering” and collectively with the Unit Offering, the“Offering”).

Upon and subject to the terms and conditions set forth herein, the Agent hereby agreesto act, and upon acceptance hereof, the Company hereby appoints the Agent, as the Company’ssole and exclusive agent, to offer for sale by way of private placement on a “best efforts” basis(and without underwriting liability) up to (i) 7,692,307 Hard Dollar Units at a price of $0.13 perHard Dollar Unit (the “Hard Dollar Unit Issue Price”), and (ii) 5,882,352 Flow-Through Unitsat a price of $0.17 per Flow-Through Unit (the “Flow-Through Unit Issue Price” andcollectively with the Hard Dollar Unit Issue Price, the “Unit Issue Price”). The Agent shall beunder no obligation to purchase any of the Units (as hereinafter defined).

The Company hereby grants to the Agent an over-allotment option (the “Over-Allotment Option”) to offer for sale pursuant hereto up to an additional 50% of the Unitsissued and sold further to the Offering (the “Additional Units”) upon the terms and conditionsset forth herein. The Over-Allotment Option shall be exercisable by the Agent, in whole or inpart, at any time prior to 60 days from the Closing Date, by giving written notice to theCompany (the “Over-Allotment Option Notice”) not later than 48 hours prior to exercise,specifying the number of Additional Units to be sold and the date for delivery of the purchaseprice for the Additional Units. Pursuant to such notice, the Company shall sell the number of



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Additional Units indicated in such notice. The Additional Units shall have attributes identical tothe Units which are to be issued and sold further to the Offering, provided that if the Over-Allotment is exercised by the Agent after December 31, 2009, such Over-Allotment Option, inwhole or in part, if some of it has been exercised before such date, will only be exercised forHard Dollar Units. Unless the context otherwise requires, (i) “Units” shall mean the HardDollar Units, the Flow-Through Units and the Additional Units, and (ii) .

In consideration of the Agent’s services to be rendered in connection with the Offering,the Company shall pay to the Agent, a cash fee (the “Agency Fee”) in an amount equal to 7% of the gross proceeds realized by the Company on the issuance of the Units pursuant to theOffering (including the proceeds realized further to the sale of Additional Units, if any). TheAgency Fee will be payable in respect of any securities of the Company sold to any prospectiveinvestor that is identified or contacted by the Agent, where such sale is completed within 120days following the Closing (as hereinafter defined). In addition, the Company shall issue to theAgent a non-transferable option to purchase a number of Units equal to 8% of the aggregatenumber of Units sold pursuant to the Offering (including the number of Additional Units sold, if any) at the Hard Dollar Unit Issue Price, whereby such units issued to the Agent shall have thesame attributes as the Hard Dollar Units issued and sold by the Company pursuant to the

Offering (and the Over-Allotment Option, if any) (the “Agent’s Compensation Options”).

Whether or not the Offering is completed, the Company shall pay all expenses related tothe Offering including the fees, taxes and disbursements of legal counsel, auditors, road showconsultants, printers and other consultants and service providers retained by the Company inconnection with the Offering. In addition, whether or not the Offering is completed, theCompany will reimburse the Agent (forthwith upon receiving an account or accounts therefor)for all reasonable out-of-pocket expenses incurred by the Agent in connection with the Offering,including, but not limited to, the fees, taxes and disbursements of the Agent’s legal counsel andany advertising, printing, courier, telecommunications, data search, road show presentation,travel, entertainment and other expenses incurred by the Agent, together with related Goods andServices Tax provided for in the Excise Tax Act (Canada) and provincial sales tax (collectively,

the “Agent’s Expenses”).

If the Company agrees to pay a commission or fee to anyone other than the Agent(including without limitation any other agent, underwriter or financial advisor to the Company)except for any other registered dealers (or other dealers duly qualified in their respectivejurisdiction appointed by the Agent to assist in the Offering), such commission or fee will bepaid from the Company’s account and will not reduce the amount payable to the Agenthereunder unless the Agent consents in writing.

The Agency Fee and the Agent’s Expenses (including the fees, taxes and disbursementsof the Agent’s legal counsel) shall be payable at Closing.

The Company agrees that the Agent will be permitted to appoint other registered dealers(or other dealers duly qualified in their respective jurisdictions) as its agents to assist in theOffering and that the Agent may determine the remuneration payable by the Agent to such otherdealers appointed by it.



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TERMS AND CONDITIONS

1. DEFINITIONS.

As used in this Agreement, unless the context otherwise requires:

“Additional Units” has the meaning ascribed thereto in the third paragraph of theAgreement;

“Additional Shares” means the Common Shares and the Flow-Through Shares, as thecase may be, comprised in the Additional Units;

“Additional Warrants” means the Warrants and Flow-Through Warrants, as the casemay be, comprised in the Additional Units;

“Additional Warrant Certificates” means the certificates representing the AdditionalWarrants;

“Additional Warrant Shares” means the Common Shares issuable upon the exerciseof the Additional Warrants;

“affiliate”, “distribution” and “insider” have the respective meanings ascribed to themunder the Securities Laws;

“Agent” means Northern Securities Inc.;

“Agent’s Compensation Options” has the meaning ascribed thereto in the fourthparagraph of the Agreement;

“Agent’s Compensation Options Certificate” means the certificate representing the

Agent’s Compensation Options;

“Agreement” means this agency agreement and all schedules attached to it, whichschedules form an integral part thereof;

“Authorization” means, with respect to any Person, any order, permit, approval,consent, waiver, licence or similar authorization of any Governmental Authority havingjurisdiction over the Person;

“Business Day(s)” means any day except a Saturday or Sunday or any statutory holidayin the city of Montreal, Québec;

“Canadian Exploration Expense” or “CEE” has the meaning specified in Section7(ll) of this Agreement;

“Claim” or “Claims” has the meaning specified in Section 10 of this Agreement;

“Closing” means the completion of the issue and sale by the Company of the Unitspursuant to this Agreement and the Subscription Agreements;



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“Closing Date” means December 23, 2009 (the “Initial Closing Date”) or such otherdate or dates as the Company and the Agent may agree in writing but not later thanDecember 31, 2009 (each such date being a “Closing Date” and unless the contextotherwise requires, such Closing Date includes the Over-Allotment Closing Date);

“Closing Time” means 9:00 a.m. (Montreal time) on the Closing Date or such other

time on the Closing Date as the Company and the Agent may agree (each such timebeing a “Closing Time” and unless the context otherwise requires, such Closing Timeincludes the Over-Allotment Closing Time);

“Common Share” means a Class B share in the share capital of the Company;

“Company” means Abcourt Mines Inc.;

“Environmental Laws” has the meaning specified in Section 7(v) of this Agreement;

“Financial Disclosures” means (i) the unaudited financial statements of the Companyfor the three-month period ended September 30, 2009 and the notes thereto, (ii) the

management’s discussion and analysis of the Company’s exploration results andfinancial situation for the three-month period ended September 30, 2009, (iii) thecertifications of interim filings of the Company dated November 27, 2009, (iv) theaudited annual financial statement of the Company for the year ended June 30, 2009,(v) the management’s discussion and analysis of the Company’s exploration results andfinancial situation for the year ended June 30, 2009, and (vi) the certifications of annualfilings of the Company dated October 28, 2009, which have been filed by or on behalf of the Company with the Regulatory Authorities in each of the provinces where theCompany is a reporting issuer;

“Flow-Through Mining Expenditures” has the meaning specified in Section 7(mm)of this Agreement;

“Flow-Through Offering” has the meaning ascribed thereto in the first paragraph of the Agreement;

“Flow-Through Proceeds” has the meaning specified in Section 7(mm) of thisAgreement;

“Flow-Through Shares” has the meaning ascribed thereto in the first paragraph of theAgreement;

“Flow-Through Unit Issue Price” has the meaning ascribed thereto in the secondparagraph of the Agreement;

“Flow-Through Units” has the meaning ascribed thereto in the first paragraph of theAgreement;

“Flow-Through Warrant Certificates” means the certificates representing the Flow-Through Warrants;

“Flow-Through Warrants” has the meaning ascribed thereto in the first paragraph of the Agreement;



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“Flow-Through Warrant Shares” has the meaning ascribed thereto in the firstparagraph of the Agreement;

“Governmental Authority” means any federal, provincial, state, municipal, county orregional governmental or quasi-governmental authority, domestic or foreign, andincludes any ministry, department, court, tribunal, arbitral body, commission, bureau,

board, administrative or other agency or regulatory body or instrumentality thereof, anyquasi-governmental body or private body exercising regulatory, expropriation or taxingauthority under or for the account, if any, of the foregoing and any stock exchange orself-regulatory authority and, for greater certainty, includes the Regulatory Authoritiesand Market Regulation Services Inc.;

“Governmental Authorization” means all authorizations, approvals, licences, permitsor quotas issued to the Company in connection with its respective business by anyGovernmental Authority;

“Hard Dollar Unit Issue Price” has the meaning ascribed thereto in the secondparagraph of the Agreement;

“Hard Dollar Units” has the meaning ascribed thereto in the first paragraph of theAgreement;

“Hazardous Materials” has the meaning specified in Section 7(v) of this Agreement;

“Indemnified Party” or “Indemnified Parties” has the meaning specified inSection 10 of this Agreement;

“Laws” means any and all applicable: (i) laws, constitutions, treaties, statutes, codes,ordinances, principles of common and civil law and equity, orders, decrees, rules,regulations and municipal by-laws whether domestic, foreign or international; (ii)

judicial, arbitral, administrative, ministerial, departmental and regulatory judgments,orders, writs, injunctions, decisions, and awards of any Governmental Authority; and(iii) policies, practices and guidelines of, or contracts with, any Governmental Authoritywhich, although not actually having the force of law, are considered by suchGovernmental Authority as requiring compliance as if having the force of law, in eachcase binding on or affecting the Person referred to in the context in which the word isused;

“material” means material in relation to the Company;

“Material Adverse Effect” means a material adverse effect on the business, operations,results of operations, prospects, assets, liabilities or financial condition of the Company;

“material change” means any change in the business, operations, assets, liabilities,ownership or capital of the Company (except the transactions contemplated herein) thatwould reasonably be expected to have a significant effect on the market price or valueof the Units or any other securities of the Company and includes a decision toimplement such a change made by the board of directors of the Company or by seniormanagement of the Company who believe that confirmation of the decision by theboard of directors is probable;



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“material fact” means any fact that significantly affects or would reasonably beexpected to have a significant effect on the market price or value of the Units or anyother securities of the Company;

“misrepresentation” means, with respect to circumstances in which the SecuritiesLaws are applicable, a misrepresentation as defined under the Securities Laws;

“NI 45-102” means National Instrument 45-102 Resale of Securities (adopted in theProvince of Québec as Regulation 45-102 respecting Resale of Securities);

“NI 45-106” means National Instrument 45-106 Prospectus and Registration

Exemptions (adopted in the Province of Québec as Regulation 45-106 respecting

Prospectus and Registration Exemptions);

“Offering” has the meaning ascribed thereto in the first paragraph of the Agreement;

“Option Units” means the Units issuable upon the exercise of the Agent’sCompensation Options;

“Option Shares” means the Common Shares comprised in the Option Units issuableupon exercise of the Agent’s Compensation Options;

“Option Shares Certificates” means the certificates representing the Option Shares;

“Option Warrants” means the common share purchase warrants comprised in theOption Units issuable upon exercise of the Agent’s Compensation Options;

“Option Warrants Certificate” means the certificate representing the OptionWarrants;

“Option Warrants Shares” means the Common Shares to be issued upon the exerciseof the Option Warrants;

“Over-Allotment Option” has the meaning ascribed thereto in the third paragraph of the Agreement;

“Over-Allotment Option Closing Date” means the date, which shall be a BusinessDay, as set out in the Over-Allotment Option Notice or such other date as the Companyand the Agent may agree upon in writing;

“Over-Allotment Option Closing Time” means 8:00 a.m. (Montreal time) on the dateas set out in the Over-Allotment Option Notice;

“Person” means a natural person, partnership, limited partnership, limited liabilitypartnership, corporation, limited liability corporation, unlimited liability company, jointstock company, trust, unincorporated association, joint venture or other entity orGovernmental Authority, and pronouns have a similarly extended meaning;

“Program” has the meaning specified in Section 7(mm) of this Agreement;

“Properties” has the meaning specified in Section 7(kk) of this Agreement;



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“Public Record” means annual and interim financial statements, management’sdiscussion and analysis of operating results, annual and quarterly reports toshareholders, management proxy circulars, prospectuses, annual information forms,material change reports and press releases and all other information disseminated to thepublic or filed with the Stock Exchange and any applicable Canadian securitiesregulatory authority by the Company during the twelve (12) months preceding the datehereof;

“Purchaser” means a purchaser of the Units and “Purchasers” means all of thepurchasers of the Units;

“Purchaser of Flow-Through Units” means a purchaser of the Flow-Through Unitsand “Purchasers of Flow-Through Units” means all of the purchasers of the Flow-Through Units;

“Qualifying Jurisdictions” means the Provinces of British Columbia, Alberta,Saskatchewan, Ontario and Québec and such other jurisdictions inside and outsideCanada as the Company and Agent may determine;

“Québec Act” means the Taxation Act (Québec) as amended, re-enacted or replacedfrom time to time;

“Regulatory Authorities” means the securities commissions and similar securitiesregulatory authorities in each of the Qualifying Jurisdictions and the Stock Exchangeand “Regulatory Authority” means any one of them;

“Resource Expenses” has the meaning specified in Section 8(k) of this Agreement;

“Securities” means the Hard Dollar Units, Flow-Through Units, Unit Shares, Flow-Through Shares, Warrants, Warrant Shares, Flow-Through Warrants, Flow-Through

Warrant Shares, Agent’s Compensation Options, Option Shares, Option Warrants,Option Warrant Shares, Over-Allotment Option, Additional Units, Additional Shares,Additional Warrants and Additional Warrant Shares, collectively, or individually, as thecontext requires;

“Securities Laws” means, collectively, the applicable securities laws of the QualifyingJurisdictions and the respective regulations and rules made and forms prescribedthereunder together with all applicable published policy statements, instruments,blanket orders, decisions, rulings and notices of the Qualifying Jurisdictions;

“Stock Exchange” means the TSX Venture Exchange;

“Stock Exchange Letters” means the letters of the Stock Exchange dated December 4,2009 and December 17, 2009 conditionally approving the Unit Offering and the Flow-Through Offering, respectively;

“Subscription Agreements” means the agreements to be entered into between theCompany and the Purchasers hereto as the same may be amended in accordance withthe terms thereof;



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“Tax Act” means the Income Tax Act (Canada), as amended, re-enacted or replacedfrom time to time, and unless otherwise indicated, any reference to the Tax Act includesthe equivalent provisions of the Québec Act;

“Transaction Documents” means this Agreement, the Subscription Agreements, theWarrant Certificates, the Flow-Through Warrant Certificates, the Agent’s

Compensation Options Certificate, and the Additional Warrant Certificates, if any;

“Underlying Shares” means the Warrant Shares issuable upon exercise of theWarrants, the Flow-Through Warrant Shares issuable upon exercise of the Flow-Through Warrants, the Additional Warrant Shares issuable upon exercise of theAdditional Warrants and the Option Shares and Option Warrants Shares issuable, uponthe exercise of the Agent’s Compensation Options and Option Warrants;

“Unit Issue Price” has the meaning ascribed thereto in the second paragraph of theAgreement;

“Unit Offering” has the meaning ascribed thereto in the first paragraph of the

Agreement;

“Unit Shares” means the Common Shares comprised in the Hard Dollar Units;

“Units” means the Hard Dollar Units and the Flow-Through Units;

“Warrant Certificates” means the certificates representing the Warrants;

“Warrant Shares” means the Common Shares issuable upon the exercise of theWarrants; and

“Warrants” has the meaning ascribed thereto in the first paragraph of the Agreement.

2. INTERPRETATION.

For the purposes of this Agreement, except as otherwise expressly provided or unlessthe context otherwise requires:

(a) any reference in this Agreement to a designated “Section”, “Subsection”,“Paragraph” or other subdivision refers to the designated section,subsection, paragraph or other subdivision of this Agreement;

(b) the words “herein” and “hereunder” and other words of similar importrefer to this Agreement as a whole and not to any particular section or other

subdivision of this Agreement;

(c) the word “including”, when following any general statement, term ormatter, is not to be construed to limit such general statement, term or matterto the specific items or matters set forth immediately following such wordor to similar items or matters, whether or not non-limiting language (suchas “without limitation” or “but not limited to” or words of similarimport) is used with reference thereto but rather refers to all other items or



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matters that could reasonably fall within the broadest possible scope of such general statement, term or matter;

(d) any reference to a statute includes and, unless otherwise specified herein, isa reference to such statute and to the regulations made pursuant thereto,with all amendments made thereto and in force from time to time, and to

any statute or regulations that may be passed which have the effect of supplementing or superseding such statute or such regulation;

(e) any reference to “party” or “parties” means the Company, the Agent, orboth, as the context requires;

(f) all amounts expressed herein in terms of money refer to lawful currency of Canada and all payments to be made hereunder shall be made in suchcurrency;

(g) the headings in this Agreement are for convenience of reference only anddo not affect the interpretation of this Agreement; and

(h) words importing the masculine gender include the feminine or neutergender and words in the singular include the plural, and vice versa.

3. APPOINTMENT OF THE AGENT.

Subject to the terms and conditions of this Agreement, the Company hereby appointsthe Agent, and the Agent hereby agrees to act as the exclusive agent of the Company, to offerthe Units at the Unit Issue Price for sale to accredited investors and investors investing aminimum of $150,000 in the Qualifying Jurisdictions and to use its best efforts to solicit andprocure Purchasers on behalf of the Company. The Company shall issue and sell the Units atthe Closing Time in accordance with and subject to the provisions of this Agreement. It is

understood and agreed by the parties that the Agent shall act as agent only and at no time shallthe Agent have any obligation whatsoever to purchase Units, although the Agent, if it so desires,may subscribe for Units or exercise the Over-Allotment Option, as the case may be, subject toapplicable laws and applicable policies of the Stock Exchange. If, and to the extent that, theAgent shall exercise the Over-Allotment Option, in whole or in part and from time to time, theCompany shall sell to the Purchasers, at the Over-Allotment Option Closing Time, theAdditional Units at the Hard Dollar Unit Issue Price, if such Additional Units are Hard DollarUnits, and at the Flow-Through Unit Issue Price if such Additional Units are Flow-ThroughUnits.

4. OFFERING PROCEDURES.

Each Purchaser will purchase Units under exemptions from applicable prospectus andregistration requirements under the laws of the jurisdiction of residence of the Purchaser. EachPurchaser will enter into a Subscription Agreement with the Company. The Agent will notifythe Company with respect to the identities of Purchasers in sufficient time to allow theCompany to comply with all applicable regulatory requirements and all requirements underapplicable Securities Laws to be complied with by the Company as a result of the offering andsale of the Units to such Purchasers on a private placement basis in the Qualifying Jurisdictions.



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The Company will use its reasonable best efforts to file or cause to be filed alldocuments required to be filed by the Company and the Purchasers, respectively, in connectionwith the purchase and sale of the Units so that the distribution of the Units may lawfully occurwithout the necessity of filing a prospectus in any jurisdiction.

5. COMPANY’S COVENANTS AS TO CHANGES.

The Company agrees that:

(a) during the period commencing with the date hereof and ending on theClosing, the Company will promptly inform the Agent in writing of the fullparticulars of:

(i) any material change (actual, anticipated, contemplated, proposed orthreatened) in the assets, liabilities (absolute, accrued, contingent orotherwise), business, affairs, operations, obligations, prospects, capital,condition (financial or otherwise) of the Company or its ownership;

(ii) any change in any material fact contained or referred to in any part of the Public Record and not already reflected in the Public Record;

(iii) the occurrence of a material fact or the discovery of an existingmaterial fact or event which, in any such case, is, or may be, of such anature as to (A) render the Public Record untrue, false or misleading ina material respect, (B) result in a misrepresentation of the PublicRecord, or (C) result in the Public Record not complying withSecurities Laws; or

(iv) the discovery by the Company of any misrepresentation in the PublicRecord or in any information regarding the Company previously

provided to the Agent by the Company;

provided that if there may be any reasonable doubt as to whether a materialchange, change, occurrence or event of the nature referred to in this subsectionhas occurred, the Company shall promptly inform the Agent of the fullparticulars of the occurrence giving rise to the uncertainty and shall consultwith the Agent as to whether the occurrence is of such nature;

(b) during the period commencing with the date hereof and ending on theClosing Date and the Over-Allotment Closing Date, as the case may be, tothe extent permitted by applicable Laws, the Company will promptlyinform the Agent in writing of the full particulars of:

(i) any request of any Regulatory Authority for any amendment to any partof the Public Record or for any additional information;

(ii) the issuance by any Regulatory Authority of any order to cease,suspend or halt trading of any securities of the Company or of theinstitution or threat of institution of any proceedings for that purpose;



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(iii) the receipt by the Company of any communication from anyRegulatory Authority relating to any part of the Public Record or theissue and sale of the Units; or

(iv) any notice by any judicial or regulatory authority requesting anyinformation, meeting or hearing relating to the Company and its affairs

or the Offering or any event or state of affairs that may be relevant tothe Agent or to prospective purchasers of the Offering;

(c) during the period commencing on the date hereof and ending on theClosing Date, the Company will promptly provide to the Agent, for reviewby the Agent and the Agent’s counsel, prior to filing or issuance thereof,any material change report and any press release; and

(d) The Company will comply with all Laws and, for greater certainty, theCompany will promptly comply, to the reasonable satisfaction of the Agentand the Agent’s counsel, with Securities Laws with respect to any materialchange, change, occurrence or event of the nature referred to in Section 5(a)

of this Agreement and the Company will prepare and file promptly at theAgent’s request, acting reasonably, any amendment to any part of thePublic Record which in the Agent’s opinion may be necessary or advisableand the Company shall consult with the Agent with respect to the form andcontent of any amendment to any part of the Public Record proposed to befiled by the Company and shall not file any such amendment without theprior review and approval thereof by the Agent, acting reasonably.

6. COMPANY’S OTHER COVENANTS.

Without the prior written consent of the Agent, which consent shall not be unreasonablywithheld, the Company shall not issue, agree to issue or announce the issuance of any equity ordebt securities, including but not limited to the Common Shares or other securities convertibleinto or exchangeable for, directly or indirectly, or exercisable to acquire Common Shares, otherequity securities of the Company, including “flow-through” common shares, such as the Flow-Through Shares, or commodity-backed equity or debt securities (i.e. without limitation, goldloans) for a period commencing on the date hereof and ending 180 days following the ClosingDate other than in connection with:

(a) the Offering, the Warrants, the Flow-Through Warrants, the Agent’sCompensation Options and the Over-Allotment Option;

(b) presently outstanding rights, including options, warrants, convertibledebentures and other convertible securities and including any such rights

that have been granted or issued subject to regulatory approval and aspreviously disclosed in writing to the Agent;

(c) options granted pursuant any agreement to acquire the totality or part of theAldermac Property and the Jonpol Property;

(d) options or shares granted or to be granted pursuant to existing stock option,stock purchase and other share compensation plans; or



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(e) a previously disclosed (to the Agent) private placement, including a privateplacement to family, friends and business associates of the management of the Company disclosed by the Company to the Agent.

7. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

Each certificate required to be provided in accordance with the terms of this Agreement,signed by any officer of the Company and delivered to the Agent or the Agent’s counsel, willconstitute a representation and warranty by the Company (and not such officer of the Companyin his/her personal capacity) to the Agent or the Agent’s counsel, as the case may be, as to thematters covered by the certificate.

The Company represents and warrants to, and covenants with, the Agent at the date of this Agreement and at the Closing Date, and acknowledges and confirms that the Agent isrelying on such representations and warranties, as follows:

(a) the Company is a company constituted and existing under the laws of itsjurisdiction of constitution, is current and up-to-date with all materialfilings required to be made by it in its jurisdiction of constitution, has thecorporate power, capacity and authority to carry on its business as currentlyconducted by it and to own, lease and operate its property (including butnot limited to the Properties, as the case may be) and assets, and has thecorporate power, capacity and authority to, sell, issue and deliver theSecurities, and to enter into and perform its obligations under each of theTransaction Documents, as the case may be;

(b) the issue, sale and delivery of the Securities have been authorized by allnecessary corporate action on the part of the Company;

(c) neither the execution of this Transaction Documents nor the issue, sale anddelivery of the Securities by the Company do or will (or would with thegiving of notice, the lapse of time or the happening of any other event orcondition) constitute or result in a breach or violation of, or conflict with orallow any other Person to exercise any rights under, any of the terms orprovisions of its constating documents or by-laws, or of any materialmortgage, note, indenture, contract or agreement (written or oral),instrument, lease, licence, permit or other document to which the Companyis a party or by which it is bound, which breach or violation of, or conflictwith, or exercise of rights under, would have a Material Adverse Effect;

(d) the execution and delivery by the Company of the Transaction Documents,the performance by the Company of the obligations thereunder and the

transactions contemplated by them do not and will not result in a breach of,or cause the termination or revocation of, any Authorization held by theCompany and do not and will not result in the violation of any applicableLaw;

(e) there is no requirement to make any filing with, give any notice to, orobtain any Authorization of, any Governmental Authority as a condition tothe lawful completion of the transactions contemplated by the Transaction



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Documents, except for the filings, notifications and Authorizations requiredunder applicable Securities Laws and the rules and policies of the Stock Exchange;

(f) the Transaction Documents have been, or will be prior to the Closing Time,duly authorized, executed and delivered by the Company and constitute, or

will constitute, legal, valid and binding obligations of the Company,enforceable against it in accordance with their respective terms;

(g) except as provided for in this Agreement, other than the Agent, there is noPerson acting or purporting to act for the Company who is entitled to anybrokerage or finder’s fee or agent’s commissions or other similar paymentsin connection with this Agreement or any of the transactions contemplatedherein and in the event that any Person, acting or purporting to act for theCompany establishes a claim for any fee from the Agent (otherwise than asa result of any actions of the Agent);

(h) none of the directors or officers of the Company nor any associate or

affiliate of the Company had, has or intends to have any material interest,direct or indirect, in the transactions contemplated by the TransactionDocuments or in any proposed transaction which materially affects, ismaterial to or will or may reasonably be expected to materially affect theCompany;

(i) the authorized and unissued share capital of the Company consists of (i) anunlimited number of Common Shares, of which 59,434,568 CommonShares are issued and outstanding as at December 22, 2009 as fully paidand non-assessable, (ii) an unlimited number of Class A common shares, of which none are issued and outstanding as at December 22, 2009, and (iii)an unlimited number of preferred shares, of which none are issued and

outstanding as at December 22, 2009;

(j) at the Closing Time:

(i) the Unit Shares will be validly authorized and issued as fully paid andnon-assessable Common Shares in the share capital of the Company;

(ii) the Flow-Through Shares will be validly authorized and issued as fullypaid and non-assessable Common Shares in the share capital of theCompany;

(iii) the Warrants will be duly and validly created, authorized and issued;

(iv) the Flow-Through Warrants will be duly and validly created,authorized and issued;

(v) the Agent’s Compensation Options will be duly and validly created,authorized and issued;

(vi) the Over-Allotment Option will be duly and validly created, authorizedand issued;



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(vii) the Additional Shares will be validly authorized and issued as fully paidand non-assessable Common Shares in the share capital of theCompany; and

(viii) the Underlying Shares will be duly and validly created and authorizedand reserved for issuance, upon exercise of the Warrants, the Flow-

Through Warrants, the Agent’s Compensation Options, the OptionWarrants and the Additional Warrants, all in accordance with theirterms and, upon such exercise and payment of the applicable exerciseprice, will be duly and validly issued as fully paid and non-assessable;

(k) except for dividends that have been declared and paid on the preferredshares of the Company, the Company has not, directly or indirectly,declared or paid any dividend or declared or made any other distribution onany of its securities of any class, and has not directly or indirectly,redeemed, purchased or otherwise acquired any of its shares or securities oragreed to do so. There is no restriction on or impediment to the declarationor payment of any dividend or other distribution on the shares in the

constating documents of the Company or in any agreement, mortgage, note,debenture, indenture or other instrument or document to which theCompany is a party;

(l) other than the Purchasers, the Agent, the holders of common share purchasewarrants disclose in note 10 to the unaudited financial statements of theCompany for the three-month period ended September 30, 2009, and theholders of options granted to directors, officers and employees of theCompany to purchase an aggregate of 2,700,000 Common Shares onexercise thereof, no Person has any right, agreement or option, present orfuture, contingent or absolute, or any right capable of becoming a right,agreement or option, for the purchase, subscription, issuance, allotment or

other acquisition of any of the Company’s shares or any other securityconvertible into or exchangeable for any shares of the Company or torequire the Company to purchase, redeem or otherwise acquire any of itsissued and outstanding shares;

(m) the Company has not approved, is not contemplating, has not entered into,and has no knowledge of:

(i) the change of control (by sale or transfer of shares or sale of all orsubstantially all of the assets or otherwise) of the Company;

(ii) a proposed or planned disposition of any securities by any insider or

any shareholder who owns, directly or indirectly, 5% or more of theissued and outstanding securities of the Company; or

(iii) any written or oral agreement, option, understanding or commitment orany right or privilege capable of becoming such, for the purchase, saletransfer or other disposition of any material property or assets or anyinterest therein owned directly or indirectly by the Company;



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(n) the Company is conducting its business in compliance with all Laws of each jurisdiction in which its business is carried on that are material to thebusiness of the Company taken as a whole and all applicable RegulatoryAuthorities, including, without limitation, all applicable Securities Lawsand applicable laws, regulations and statutes relating to mining and/ormining claims, concessions, licenses or leases and is duly licensed,registered or qualified in all jurisdictions in which it owns, leases oroperates its property or carries on business to enable its business to becarried on as now conducted and its property and assets to be owned, leasedand operated and all such claims, concessions, licences, leases, permits,consents, registrations and qualifications are valid and subsisting and ingood standing, except in respect of matters which do not and will not resultin any Material Adverse Effect. No notices, correspondence or documentsrelating to any inquiries, revocation, modification or other proceedingsrelating to such claims, concessions, licences, leases, permits, consents,registrations and qualifications have been received or to the best of theCompany’s knowledge threatened from or by an authority havingjurisdiction over the Company, or any of their assets and the Company

knows of no facts which would reasonably be expected to be a basis for anyof the foregoing;

(o) the Company is a reporting issuer in good standing under the SecuritiesLaws of each of the Provinces of British Columbia, Alberta and Québec,and no material change relating to the Company has occurred with respectto which a material change report has not been filed under any SecuritiesLaws and no such disclosure has been made on a confidential basis. Noneof the documents filed by or on behalf of the Company with the RegulatoryAuthorities in each of the provinces where the Company is a reportingissuer contain any misrepresentation;

(p) except as disclosed in the Public Record, the Company is the absolute legaland beneficial owner of, and has good and marketable title to, or has theright to acquire the interests in, the property (including, but not limited to,the Properties), business and assets referred to in the Public Record, free of all mortgages, liens, charges, pledges, security interests, encumbrances,claims or demands whatsoever, and any and all agreements pursuant towhich the Company holds or will hold any such interest in its respectiveproperty (including, but not limited to, the Properties), business or assetsare in good standing in all material respects according to their terms and theCompany is not in material default of any of the provisions of suchagreements, and the Company is not aware of any disputes in respectthereto and such properties (including, but not limited to, the Properties),

business and assets are in good standing under the applicable statutes andregulations of the jurisdictions in which they are situated except, in eithercase, where it would not result in a Material Adverse Effect, and no otherproperty rights are necessary for the conduct of the business of theCompany as now conducted, and there are no restrictions on the ability of the Company to use, transfer, or otherwise exploit such property rights, andthe Company does not know of any claim or basis for a claim that might orcould adversely affect its rights to use, transfer or otherwise exploit suchproperty rights and the Company does not have any responsibility or



- 16 -

obligation to pay any commission, royalty, licence, fee or similar paymentto any person with respect to the property rights thereof;

(q) the minute books of the Company are true and correct and contain theminutes of all meetings and all resolutions of directors and shareholders of the Company;

(r) the issued and outstanding Common Shares are listed and posted for tradingon the Stock Exchange, and no order ceasing or suspending trading in anysecurities of the Company or the trading of any of the Company’s issuedsecurities has been issued and no proceedings for such purpose are pending,contemplated or threatened;

(s) the Company has used its reasonable best efforts to take all steps necessaryto obtain the conditional acceptance of the Stock Exchange and will complywith all other regulatory requirements, requirements of the Stock Exchangeand requirements of the Securities Laws applicable to the offer, sale andissuance of the Securities as contemplated herein required to be taken or

complied with by it prior to the Closing Date. As of the Closing Date, theUnit Shares, the Flow-Through Shares, the Additional Shares and theUnderlying Shares will be approved for listing as Common Shares on theStock Exchange subject only to customary conditions;

(t) the Public Record complies with all Securities Laws, is in all materialrespects accurate and omits no facts, the omission of which makes thePublic Record or any particulars therein, misleading or incorrect andcontains no misrepresentations;

(u) the Financial Disclosures, including, without limitation, the certifications of the Company’s annual filings for the fiscal year ended June 30, 2009, fairly

present the financial position and condition of the Company and itsaffiliates (taken as a whole) as at the dates thereof and for the periodsindicated, and reflect all assets, liabilities or obligations (absolute, accrued,contingent or otherwise) of the Company and its affiliates, as at the datesthereof;

(v) except as would not individually or in the aggregate reasonably be expectedto have a material change on the condition of the Company taken as awhole, (i) the Company is not in violation of any applicable Law relating topollution or occupational health and safety, the environment (includingambient air, surface water, groundwater, land surface or subsurface strata)or wildlife, including laws relating to the release or threatened release of

chemicals, pollutants, contaminants, wastes, toxic substances, hazardoussubstances, petroleum or petroleum products (collectively, “HazardousMaterials”) or to the manufacture, processing, distribution, use, treatment,storage, disposal, transport or handling of Hazardous Materials(collectively, “Environmental Laws”); (ii) the Company has all permits,authorizations and approvals required under any applicable EnvironmentalLaws and is in compliance with its requirements; (iii) to the knowledge of the Company, there are no pending or threatened administrative, regulatoryor judicial actions, suits, demands, demand letters, claims, liens, notices of



- 17 -

non-compliance or violation, investigation or proceedings relating to anyEnvironmental Laws against the Company; and (iv) to the knowledge of theCompany, there are no events or circumstances that would reasonably beexpected to form the basis of an order for clean-up or remediation, or anaction, suit or proceeding by any private party or governmental body oragency, against or affecting the Company relating to Hazardous Materialsor any Environmental Laws;

(w) to the knowledge of the Company, it is not the subject of any international,foreign, federal, provincial, municipal or private action, suit, litigation,grievance, arbitration proceeding, governmental proceeding, investigationor claim involving a demand for damages or other potential liability withrespect to violations of Environmental Laws;

(x) no action, suit, grievance, arbitration, alternative dispute resolution process,inquiries or proceedings, at law or in equity are pending or, to theknowledge of the Company, are contemplated or threatened to which theCompany is a party or to which the property of the Company is subject that

would result in a Material Adverse Effect;

(y) except as disclosed in the Public Record and other than the Offering, therehas not been any material change in the assets, liabilities or obligations(absolute, accrued, contingent or otherwise) of each of the Company, as setforth in the financial statements of the Company for the financial yearended June 30, 2009 or in the interim financial statements for the quarterended September 30, 2009, and there has not been any material adversechange in the business, operations or condition (financial or otherwise) orresults of the operations of the Company, since June 30, 2009 and since thatdate there have been no facts, transactions, events or occurrences whichcould reasonably be expected to have a Material Adverse Effect;

(z) all documents and information delivered by the Company to the Agent andthe Agent’s counsel as a part of their due diligence in connection with theOffering were complete and accurate in all material respects;

(aa) the audited and unaudited comparative financial statements of the Companyand the related notes thereto for the Company’s financial year ended June30, 2009 and quarter ended September 30, 2009, respectively, present fairlyin all material respects the loss and, comprehensive loss and deficit, cashflows and balance sheets of the Company as at the dates and for the periodsindicated. Such financial statements have been prepared in conformity withCanadian generally accepted accounting principles on a basis consistent

throughout the periods indicated;

(bb) there are no off-balance sheet transactions, arrangements, obligations(including contingent obligations) or other relationships of the Companywith unconsolidated entities or other persons that may have a materialcurrent or future affect on the financial condition, changes in financialcondition, results of operations, earnings, cash flow, liquidity, capitalexpenditures, capital resources, or significant components of revenues or



- 18 -

expenses of the Company or that would reasonably be expected to bematerial to an investor in making a decision to purchase Units;

(cc) the Company does not have any contingent liabilities in excess of theliabilities that are either reflected or reserved against in the Company’sfinancial statements which would reasonably be expected to be material to

the condition of the Company;

(dd) the Company maintains a system of internal controls sufficient to providereasonable assurances that : (i) transactions are executed in accordance withmanagement’s general or specific authorization; (ii) transactions arerecorded as necessary to permit the financial statements to be fairlypresented in accordance with Canadian generally accepted accountingprinciples and to maintain accountability for assets; (iii) access to its assetsis permitted only in accordance with management’s general or specificauthorization; (iv) the recorded accountability for assets is compared withexisting assets at reasonable intervals and appropriate action is taken withrespect to differences; (v) material information relating to the Company is

made known to those within the Company responsible for the preparationof the financial statements during the period in which the financialstatements have been prepared and that such material information isdisclosed to the public within the time periods required by applicable Laws;and (vi) all significant deficiencies and material weaknesses in the designor operation of such internal controls that could adversely affect theCompany’s ability to disclose to the public information required to bedisclosed by it in accordance with applicable Laws and all fraud, whetheror not material, that involves management or employees that have asignificant role in the Company’s internal controls have been disclosed tothe audit committee of the Company’s board of directors;

(ee) the Company’s auditors are independent public accountants as requiredunder applicable Securities Laws and are members in good standing of theCanadian Public Accountability Board;

(ff) all income tax returns of the Company have been filed and all taxes shownon such returns or otherwise assessed which are due and payable have beenpaid, except tax assessments against which appeals have been or will bepromptly taken and as to which adequate reserves have been provided. Allother tax returns of the Company required to be filed pursuant to anyapplicable law have been filed, and all taxes shown on such returns orotherwise assessed which are due and payable have been paid, except forsuch taxes, if any, as are being contested in good faith and as to which

adequate reserves have been provided. The Company has made instalmentsof taxes as and when required. The Company has duly and timely withheldfrom any amount paid or credited by it to or for the account or benefit of any person, including any employee, officer, director, or non residentperson, the amount of all taxes and other deductions required by applicableLaw to be withheld and has duly and timely remitted the withheld amountto the appropriate taxing or other authority and has duly and timely issuedtax reporting slips or returns in respect of any amount so paid or credited byit as required by applicable Laws;



- 19 -

(gg) the Company has satisfied all obligations under, and there are nooutstanding defaults or violations with respect to, and no taxes, penalties, orfees are owing or due under or in respect of, any employee benefit,incentive, pension, retirement, stock option, stock purchase, stock appreciation, health, welfare, medical, dental, disability, life insurance andsimilar plans, arrangements or practices relating to the current or formeremployees, officers or directors of the Company maintained, sponsored orfunded by the Company, whether written or oral, funded or unfunded,insured or self-insured, registered or unregistered and all contributions orpremiums required to be paid thereunder have been made in a timelyfashion and any such plan or arrangement which is a funded plan orarrangement is fully funded on an ongoing and termination basis;

(hh) the Company has no patents and has made no patent applications;

(ii) with respect to any premises leased by the Company as the case may be, theCompany occupies the leased premises and has the exclusive right tooccupy and use the leased premises and each of the leases pursuant to

which the Company occupies the leased premises is in good standing and infull force and effect. The performance by the Company of its obligationspursuant to and in compliance with the terms of the Transaction Documentsand the completion of the transactions described therein will not afford anyof the parties to such leases or any other Person the right to terminate suchlease or result in any additional or more onerous obligations under suchleases;

(jj) Computershare Investor Services Inc. at its offices in Montreal, Québec hasbeen appointed as the transfer agent and registrar for the Company’sCommon Shares;

(kk) in respect of the properties in Schedule A to this Agreement (the“Properties”) and as disclosed in the Public Record:

(i) the Properties have been validly located, staked, claimed and recordedin accordance with the Mining Act (Québec) under the Public Registerof Real and Immovable Mining Rights and all other applicablelegislation and regulations. The Properties and the Company’s interestin the Properties are properly and accurately described in Schedule A tothis Agreement;

(ii) the Properties are in good standing under the laws of Québec;

(iii) the Properties, and the Company’s interest in the Properties, are freeand clear of all liens related to the mineral interest of the Properties;

(iv) the Company is the recorded and beneficial owner of, or has beengranted a purchase option for, the Properties with the interests disclosedin Schedule A;



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(v) no third parties hold interests in the Properties beyond amountsdisclosed in Schedule A, including without limitation, any rights of firstrefusal or back-in rights;

(vi) except as disclosed to the Agent, there are no outstanding agreementsor options to acquire or purchase the Properties or any part thereof or

interest therein, and no individual, corporation or other entity has anyroyalty or other interest whatsoever in production or profits from theProperties or any part thereof;

(vii) all exploration permits, leases, licenses and mining claims payments,rentals, taxes, rates, assessments, renewal fees and other governmentalcharges, owing in respect of the Properties, or any part of theProperties, have been paid in full up to the date of this Agreement;

(viii) all payments required under option agreements with respect to theProperties have been paid in full up to the date of this Agreement;

(ix) there is no adverse claim against, or challenge to, the ownership of, ortitle to, the Properties or the Company’s interest in the Properties;

(x) the Company has conducted all activities on or in respect of theProperties in compliance and the Properties themselves comply with allapplicable statutes, regulations, by-laws, laws and orders andjudgments and all directives, rules, consents, permits, orders,guidelines, approvals and policies of all applicable governmentalauthorities; and

(xi) the Company has not received any notice with respect to environmentalclaims in respect of the Properties;

(ll) the Company is in compliance with National Instrument 43-101 Standards

of Disclosure for Mineral Projects and has filed all technical reportsrequired thereby and there has been no change to the technical reports it hasfiled pursuant thereto of which the Company is aware that would disaffirmany aspect of such technical reports in any material respect; and

(mm) the Company proposes to use the gross proceeds of the issue and sale of theFlow-Through Units (the “Flow-Through Proceeds”) to carry out orparticipate in an exploration program on the Properties and such otherexploration properties of the Company acceptable to the Agent for thepurpose of determining the existence, location, extent and quality of the

mineral resources and reserves located thereon (the “Program”). Theexpenses incurred in performing the Program will qualify as “Canadianexploration expenses” as defined in subsection 66.1(6) of the Tax Actexcluding (i) amounts which are prescribed to constitute “Canadianexploration and development overhead expense” under the Tax Act, (ii)“Canadian exploration expenses” to the extent of the amount of anyassistance described in paragraph 66(12.6)(a) of the Tax Act, (iii) anyexpenditures described in paragraph (b.1) of subsection 66(12.6) of the TaxAct, (iv) any expenses for prepaid services or rent that do not qualify as



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outlays and expenses for the period as described in the definition of “expense” in subsection 66(15) of the Tax Act (the “CanadianExploration Expense” or “CEE”) and will qualify as expenses which aredescribed in paragraphs (a) through (d) of the definition of “flow-throughmining expenditure” in subsection 127(9) of the Tax Act (“Flow-ThroughMining Expenditures”).

8. COVENANTS OF THE COMPANY.

The Company covenants and agrees with the Agent that:

(a) the Company will use its reasonable best efforts to fulfil all requirements of the applicable Securities Laws to permit the offer, sale, issue and deliveryof the Securities, including filing or causing to be filed, all forms orundertakings required in connection with the Offering so that the Offeringmay be completed without a prospectus or offering memorandum underapplicable Securities Laws;

(b) on or prior to the Closing Date, unless it would be unlawful to do so orunless the Company, acting reasonably, determines that it would not be inthe best interests of the Company to do so, the Company will accept eachduly executed Subscription Agreement;

(c) on the Closing Date, the Company will execute and deliver (if applicable),or will cause to be executed or delivered (in case of book-entry onlycertificates), certificates representing the Unit Shares, the Flow-ThroughShares, the Warrants and the Flow-Through Warrants, and the Agent’sCompensation Options Certificate in the appropriate form as directed by theAgent;

(d) on the Over-Allotment Closing Date, if any, the Company will execute anddeliver (if applicable), or will cause to be executed or delivered (in case of book-entry only certificates), certificates representing the Additional Sharesand the Additional Warrants, and the Agent’s Compensation OptionsCertificate in the appropriate form as directed by the Agent;

(e) on or prior to the Closing Date, the Company will have taken all necessarysteps to ensure the Unit Shares, the Flow-Through Shares, the Warrants, theFlow-Through Warrants, the Additional Units, the Additional Shares andthe Additional Warrants will have been duly allotted for issue to personsentitled thereto and that the Unit Shares, Flow-Through Shares, Warrants,Warrant Shares, Flow-Through Warrants, Flow-Through Warrant Shares,

Agent’s Compensation Options, Option Shares, Option Warrants, OptionWarrant Shares, Additional Shares, Additional Warrants and AdditionalWarrant Shares have been duly created, reserved, allotted and/or authorizedfor issuance, as the case may be;

(f) the Company will duly, punctually and faithfully perform all of theobligations to be performed by it under the Transaction Documents;



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(g) on or prior to the Closing Date, the Company will take all such steps asmay be necessary to obtain all Authorizations required or desirable inconnection with the transactions contemplated by the TransactionDocuments;

(h) the Company will use its reasonable best efforts to maintain the listing of

its Common Shares for a minimum of twenty-four (24) months and arrangefor the listing on the Stock Exchange of the Unit Shares, the Flow-ThroughShares and the Underlying Shares issuable in connection with the Offeringon the Stock Exchange by the Initial Closing Date, subject only to thecustomary conditions;

(i) the Company will use its reasonable best efforts to maintain its status as areporting issuer in the provinces of British Columbia, Alberta and Québecand fulfil to the satisfaction of the Agent all requirements (including,without limitation, compliance with the Securities Laws) required to befulfilled by the Company in order to distribute the Unit Shares, the Flow-Through Shares, the Warrants, the Flow-Through Warrants, the Agent’s

Compensation Options, the Over-Allotment Option, the Additional Sharesand the Additional Warrants with a statutory hold period under applicableSecurities Laws, which does not extend beyond four months and one dayafter the Closing Date;

(j) on or before December 31, 2010, the Company will carry out explorationactivities on resource properties in Canada beneficially owned by theCompany, or on any resource properties in which the Company has aninterest or the right to acquire an interest so as to incur or be deemed toincur CEE in an amount not less than the Flow-Through Proceeds and willrenounce to the Purchasers of Flow-Through Units effective on or prior toDecember 31, 2009 an amount of CEE equal to the amount of the Flow-

Through Proceeds and file all required tax forms within the time requiredunder the Tax Act and deliver all required tax forms and other informationto the Purchasers of Flow-Through Units not later than March 31, 2010;

(k) the Company will qualify such CEE as expenses which are Flow-ThroughMining Expenditures during the period from and after the Closing Date toand including December 31, 2009 in an amount equal to the Flow-ThroughProceeds (the “Resource Expenses”);

(l) until the later of the time when the Flow-Through Units are issued and soldto the Purchasers of Flow-Through Units and the actual date that the last of the CEE are renounced to such Purchasers of Flow-Through Units, the

Company will continue to use its commercially reasonable best efforts tomaintain its status as a “principal business corporation” within the meaningof the Tax Act;

(m) the Company will ensure that the Flow-Through Shares comprising theFlow-Through Units are “flow-through shares” as defined in subsection66(15) of the Tax Act and the Flow-Through Shares will not constitute“prescribed shares” for the purpose of regulation 6202.1 of the regulationsto the Tax Act;





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9. DUE DILIGENCE.

Until the Closing Date, the Company shall at all times allow the Agent and itsrepresentatives to conduct all due diligence investigations, examinations and oral due diligencesessions which the Agent may reasonably require in order to fulfil its obligations as agent. TheCompany agrees to use its best efforts to assist the Agent with its due diligence investigations.

The Company will provide such information as to its financial condition, business, properties,title, assets and affairs (including any material contracts) as may reasonably be requested by theAgent, which information, if not in the public domain, will be kept confidential by the Agent,provided that the Agent shall have the right to disclose such confidential information to itsprofessional advisers for legal, accounting and tax advice purposes and except as otherwiserequired by law.

The Company will provide to the Agent all corporate, financial and operatinginformation and documentation regarding the Company, the Properties, the Securities and theOffering, and will provide access to its senior management, facilities, employees, auditors, legalcounsel and consultants, which are reasonably necessary and sufficient to allow the Agent toperform its services hereunder. Without restricting any of the foregoing, the Company will

provide the Agent with copies of any forecasts and projections prepared by, or on behalf of theCompany.

10. INDEMNITY AND CONTRIBUTION.

The Company agrees to indemnify and save harmless the Agent, its affiliates and itsdirectors, officers, employees, partners, agents, advisors and shareholders (collectively, the“Indemnified Parties” and individually, an “Indemnified Party”) from and against any and alllosses, claims, actions, suits, proceedings, damages, liabilities or expenses of whatsoever natureor kind (excluding loss of profits), including the aggregate amount paid in reasonable settlementof any actions, suits, proceedings, investigations or claims and the reasonable fees,disbursements and taxes of their counsel in connection with any action, suit, proceeding,investigation or claim that may be made or threatened against any Indemnified Party or inenforcing this indemnity (each a “Claim”, collectively, the “Claims”) to which an IndemnifiedParty may become subject or otherwise involved in any capacity insofar as the Claims relate to,are caused by, result from, arise out of or are based upon, directly or indirectly, the transactioncontemplated hereby whether performed before or after the Company’s execution of thisAgreement and to reimburse each Indemnified Party forthwith, upon demand, for any legal orother expenses reasonably incurred by such Indemnified Party in connection with any Claim.

In the event and to the extent that a court of competent jurisdiction in a final judgmentthat has become non-appealable determines that an Indemnified Party was grossly negligent orguilty of wilful misconduct in connection with a Claim in respect of which the Company hasadvanced funds to the Indemnified Party pursuant to this indemnity, such Indemnified Party will

reimburse such funds to the Company and thereafter this indemnity will not apply to suchIndemnified Party in respect of such Claim. The Company agrees to waive any right theCompany might have of first requiring the Indemnified Party to proceed against or enforce anyother right, power, remedy or security or claim payment from any other person before claimingunder this indemnity.

In case any action, suit, proceeding or claim is brought against an Indemnified Party oran Indemnified Party has received notice of the commencement of any investigation in respect



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of which indemnity may be sought against the Company, the Indemnified Party will give theCompany prompt written notice of any such action, suit, proceeding, claim or investigation of which the Indemnified Party has knowledge and the Company will undertake the investigationand defence thereof on behalf of the Indemnified Party, including the prompt employment of counsel acceptable to the Indemnified Parties affected and the payment of all expenses. Failureby the Indemnified Party to so notify will not relieve the Company of its obligation of indemnification hereunder unless (and only to the extent that) such failure results in forfeitureby the Company of substantive rights or defences.

No admission of liability and no settlement, compromise or termination of any action,suit, proceeding, claim, or investigation will be made without the Company’s consent and theconsent of the Indemnified Parties affected, such consents not to be unreasonably withheld.Notwithstanding that the Company will undertake the investigation and defence of any Claim,an Indemnified Party will have the right to employ separate counsel with respect to any Claimand participate in the defence thereof, but the fees and expenses of such counsel will be at theexpense of the Indemnified Party unless:

(a) the Company has not assumed the defence of the action within a reasonable

period of time after receiving notice of the claim;

(b) the named parties to any such claim include both the Company and theIndemnified Party and the Indemnified Party will have been advised bycounsel to the Indemnified Party that there may be a conflict of interestbetween the Company and the Indemnified Party; or

(c) there are one or more defences available to the Indemnified Party which aredifferent from or in addition to those available to the Company;

in which case such fees and expenses of such counsel to the Indemnified Party will be for theCompany’s account. The rights accorded to the Indemnified Parties hereunder will be inaddition to any rights an Indemnified Party may have at common law or otherwise.

If for any reason the foregoing indemnification is unavailable (other than in accordancewith the terms hereof) to the Indemnified Parties (or any of them) or is insufficient to hold themharmless, the Company will contribute to the amount paid or payable by the Indemnified Partiesas a result of such Claims in such proportion as is appropriate to reflect not only the relativebenefits received by the Company or the Company’s shareholders on the one hand and theIndemnified Parties on the other, but also the relative fault of the parties and other equitableconsiderations which may be relevant. Notwithstanding the foregoing, the Company will in anyevent contribute to the amount paid or payable by the Indemnified Parties as a result of suchClaim any amount in excess of the fees actually received by the Indemnified Parties hereunder.

The Company hereby constitutes the Agent as trustee for each of the other Indemnified

Parties of the Company’s covenants under this indemnity with respect to such persons and theAgent agrees to accept such trust and to hold and enforce such covenants on behalf of suchpersons.

The Company agrees that no Indemnified Party will have any liability (either direct orindirect, in contract or tort or otherwise) to the Company or any person asserting claims on theCompany’s behalf or in right for in or in connection with the Offering, except to the extent thatany losses, expenses, claims, actions, damages or liabilities incurred by the Company are



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determined by a court of competent jurisdiction in a final judgment (in a proceeding to whichthe Agent is a party) that has become non-appealable to have resulted from gross negligence orwilful misconduct of such Indemnified Party, including breach of contract.

The Company agrees to reimburse the Agent monthly for the time spent by the Agent’spersonnel in connection with any Claim at their normal per diem rates. The Company also

agrees that if any action, suit, proceeding or claim will be brought against, or an investigationcommenced in respect of the Company or the Company and the Agent and personnel of theAgent will be required to testify, participate or respond in respect of or in connection with thetransaction contemplated hereby, the Agent will have the right to employ its own counsel inconnection therewith and the Company will reimburse the Agent monthly for the time spent byits personnel in connection therewith at their normal per diem rates together with suchdisbursements and reasonable out-of-pocket expenses as may be incurred, including fees anddisbursements of Agent’s counsel.

11. CONDITIONS OF CLOSING.

The obligations of the Agent to deliver at each Closing Time executed SubscriptionAgreements and of the Purchaser to complete the purchase of the Units, and to perform all otherobligations hereunder shall be conditional upon the Agent, in its sole discretion, being satisfiedwith the results of its due diligence investigations relating to the Company and its business andupon the fulfilment at or before such Closing Time of the following conditions, whichconditions the Company covenants to use its reasonable best efforts to fulfil or cause to befulfilled prior to the Closing Time:

(a) the Company shall have taken all necessary corporate action (includingboard and, if required, shareholder approvals) to authorize and approve theexecution and delivery of the Transaction Documents and the authorizationand issuance of the Securities;

(b) the Company shall have obtained all requisite third party consents toproceed with the Offering;

(c) the Company shall have obtained and fully complied with all relevantstatutory and regulatory requirements required to be complied with prior tothe Closing Time (including, without limitation, the regulatoryrequirements of the Stock Exchange) with respect to the issuance of theSecurities;

(d) the Company shall have received the conditional approval by the Stock Exchange to proceed with the Offering and to issue the Securities, subjectonly to the usual filing requirements of the Stock Exchange;

(e) the Agent shall have received a certificate addressed to the Agent and to thePurchasers, dated as of the Closing Date, signed by two senior officers of the Company or one officer and a director as the Agent may accept,certifying on behalf of the Company to the effect that, except as has beenpublicly disclosed at the date thereof:

(i) there has not been any event, occurrence or change that has had orcould reasonably be expected to have a Material Adverse Effect;



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(ii) the Company does not have any undisclosed contingent liability that ismaterial to the Company alone or on a consolidated basis, if applicable;

(iii) no event of default under any material agreement or instrumentpursuant to which indebtedness of the Company has been created, andno event which with the giving of notice or the passage of time, or

both, would constitute an event of default under any such agreement orinstrument, has occurred and is continuing and no default under anyagreement or instrument to which the Company is a party or subjectwill occur as a result of the issue, sale and distribution of the Securities,the entry into of the Transaction Documents, or the performance by theCompany of its obligations hereunder and thereunder;

(iv) there are no actions, suits, grievances, arbitration or alternative disputeresolution processes, inquiries or proceedings, whether on behalf of oragainst the Company pending or threatened against or affecting theCompany at law or in equity, before or by any court or federal,provincial, state, municipal or governmental department, commission,

board, bureau, agency or instrumentality, domestic or foreign, whichmay in any way have a Material Adverse Effect or which are materialto the Company;

(v) the representations and warranties of the Company contained hereinand in the Subscription Agreements, if any, are true and correct and allthe terms and conditions relating to the Company contained herein andtherein and required to be performed and complied with by theCompany by or at the Closing Time have been performed and compliedwith by the Company; and

(vi) no order, halting, ceasing or suspending trading in securities of the

Company or prohibiting the Offering or the issuance or distribution of any Securities of the Company has been issued and no proceedings forsuch purpose are pending or, to the knowledge of the Company,threatened;

(f) as of each Closing Time, the Company shall have filed all necessarydocuments and taken all necessary steps to ensure it is a “reporting issuer”under NI 45-102 in the provinces of British Columbia, Alberta and Québecand the Agent shall be satisfied, acting reasonably, that this is true andcorrect;

(g) all requirements shall have been met such that the Unit Shares, the Flow-

Through Shares, the Warrants, the Flow-Through Warrants, the OptionShares, the Option Warrants, the Additional Shares and the AdditionalWarrants, as applicable (as well as any securities issued directly orindirectly upon exercise thereof), shall be freely tradable in the QualifyingJurisdictions upon expiration of a resale period of four months from theapplicable Closing Date pursuant to NI 45-102. The Company shall file allapplicable documents pursuant to NI 45-102 and shall have otherwisecomplied with all requirements of NI 45-102 for the application of suchfour month restricted period;



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(h) the Agent shall have received an opinion dated as of the Closing Date, of counsel to the Company addressed to the Agent and to the Purchasers in aform acceptable to the Agent and Agent’s legal counsel, acting reasonably,reflecting each of the Qualified Jurisdictions in which the Securities areissued in connection with the Offering, and including the followingopinions:

(i) the Company exists under the Companies Act (Québec), is notdiscontinued and has not been dissolved;

(ii) that the Company has all requisite corporate capacity, power andauthority under the laws of Canada to carry on its business as nowcarried on, to own and lease its property and assets, to enter into,execute, deliver and perform its obligations under the TransactionDocuments and to create, issue, sell and deliver the Unit Shares, theFlow-Through Shares, the Warrants, the Warrant Shares, the Flow-Through Warrants, the Flow-Through Warrant Shares, the Agent’sCompensation Options, the Option Shares, the Option Warrants, the

Option Warrant Shares, the Over-Allotment Option, the AdditionalShares, the Additional Warrants and the Additional Warrants Shares;

(iii) the authorized share capital of the Company consists of (i) an unlimitednumber of Common Shares without par value of which59,434,568 Common Shares were issued and outstanding as of theclose of business on December 22, 2009, (ii) an unlimited number of Class A common shares without par value of which none were issuedand outstanding as of the close of business on December 22, 2009, and(iii) an unlimited number of preferred shares of which none were issuedand outstanding as of the close of business on December 22, 2009;

(iv) all necessary corporate action has been taken by the Company toauthorize the execution and delivery of each of this Agreement, theSubscription Agreements, the Warrant Certificates, the Flow-ThroughWarrant Certificates, the Agent’s Compensation Options Certificate,the Option Warrant Certificate and the Additional Warrant Certificatesand to authorize the issuance, sale and delivery of the Unit Shares andthe Flow-Through Shares, the creation, issuance and delivery of theWarrants, the Flow-Through Warrants, the Agent’s CompensationOptions and the Option Warrants and the:

(I) allotment and issuance of the Warrant Shares upon the exerciseof the Warrants in accordance with the provisions thereof;

(II) allotment and issuance of the Flow-Through Warrant Sharesupon exercise of the Flow-Through Warrants in accordancewith the provisions thereof;

(III) allotment and issuance of the Option Shares and OptionWarrants upon the exercise of the Agent’s CompensationOptions in accordance with the provisions thereof; and



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(IV) the allotment and issuance of the Option Warrants Shares uponthe exercise of the Option Warrants in accordance with theprovisions thereof;

(v) all necessary corporate action has been taken by the Company to grantthe Over-Allotment Option and to authorize the issuance, sale and

delivery of the Additional Units, upon the exercise of the Over-Allotment Option and the Company receiving payment of the purchaseprice for any Additional Units;

(vi) each of this Agreement, the Subscription Agreements, the WarrantCertificates, the Flow-Through Warrant Certificates, the Agent’sCompensation Options Certificate, the Option Warrant Certificate andthe Additional Warrant Certificates has been duly authorized, executedand delivered by and on behalf of the Company and constitutes a validand legally binding obligation of the Company enforceable against theCompany in accordance with its terms;

(vii) the execution and delivery of this Agreement, the SubscriptionAgreements, the Warrant Certificates, the Flow-Through WarrantCertificates, the Agent’s Compensation Options Certificate, the OptionWarrant Certificate and the Additional Warrant Certificates, theperformance by the Company of its obligations thereunder, thecreation, issuance, sale and delivery of the Unit Shares, the Flow-Through Shares, the Warrants, the Flow-Through Warrants, theAgent’s Compensation Options, the Option Warrants, in accordancewith the terms of this Agreement and the Subscription Agreements, theissuance of the Warrant Shares upon the exercise of the Warrants inaccordance with the provisions thereof, the issuance of the Flow-Through Warrant Shares upon the exercise of the Flow-Through

Warrants in accordance with the provisions thereof, the issuance of theOption Shares and the Option Warrants on the exercise of the Agent’sCompensation Options and the issuance of the Additional Shares andAdditional Warrants on the exercise of the Over-Allotment Option inaccordance with the provisions thereof and the issuance of the OptionWarrant Shares on the exercise of the Option Warrants and the issuanceof the Additional Warrant Shares on the exercise of the AdditionalWarrants in accordance with the provisions thereof, do not and will notconflict with or result in any breach of the Articles and By-Laws of theCompany or any resolutions of the Company’s directors orshareholders;

(viii) the Unit Shares and the Flow-Through Shares have been validly issuedby the Company as fully paid and non-assessable Common Shares of the Company;

(ix) the Warrants and the Flow-Through Warrants have been validly createdand issued by the Company;

(x) the Warrant Shares have been validly authorized, set aside, reservedand allotted for issuance and, when issued and delivered upon the due



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exercise of the Warrants in accordance with the provisions thereof, willbe validly issued as fully paid and non-assessable Common Shares of the Company;

(xi) the Flow-Through Warrant Shares have been validly authorized, setaside, reserved and allotted for issuance and, when issued and delivered

upon the due exercise of the Flow-Through Warrants in accordancewith the provisions thereof, will be validly issued as fully paid and non-assessable Common Shares of the Company;

(xii) the Agent’s Compensation Options have been validly created andissued by the Company;

(xiii) the Option Shares have been validly authorized, set aside, reserved andallotted for issuance and, when issued and delivered upon the dueexercise of the Agent’s Compensation Options in accordance with theprovisions thereof, will be validly issued as fully paid and non-assessable Common Shares of the Company;

(xiv) the Option Warrants have been validly created and issued by theCompany;

(xv) the Option Warrants Shares have been validly authorized, set aside,reserved and allotted for issuance and, when issued and delivered uponthe due exercise of the Option Warrants in accordance with theprovisions thereof, will be validly issued as fully paid and non-assessable Common Shares of the Company;

(xvi) the Stock Exchange has accepted notice of the issue of the Unit Shares,the Flow-Through Shares, the Warrants, the Flow-Through Warrants

and the Agent’s Compensation Options and has conditionally approvedfor listing an additional maximum of Common Shares of theCompany, which number also includes the Option Shares, OptionWarrants Shares, Additional Shares and Additional Warrant Shares, thewhole subject to the Company fulfilling all the requirements of theStock Exchange as set out in the Stock Exchange Letters on or beforeJanuary 31, 2010; [NTD: Please provide numbers]

(xvii) the offering, issuance and sale of the Unit Shares, Flow-ThroughShares, Warrants, Flow-Through Warrants, Additional Shares andAdditional Warrants to Purchasers resident in the QualifyingJurisdictions in accordance with the terms and conditions of this

Agreement and the Subscription Agreements is exempt from theprospectus requirements of the Securities Laws, and no prospectus orother document is required to be filed, no proceedings are required tobe taken and no approvals, permits, consents, orders or authorizationsof any regulatory authority are required to be obtained by the Companyunder the Securities Laws to permit such offering, issuance and sale,except for the filing by the Company within 10 days after the date thetrades are made, of a report with the British Columbia SecuritiesCommission, Alberta Securities Commission, Saskatchewan Financial



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Services Commission and the Autorité des marchés financiers of aForm 45-106F1 prepared and executed in accordance with NI 45-106,together with the fees prescribed by the applicable Securities Laws, if any, and, in the case of British Columbia, a fee checklist;

(xviii) the grant, issuance and delivery of the Agent’s Compensation Options

in accordance with the terms and conditions of this Agreement isexempt from the registration and prospectus requirements of theSecurities Laws, and no prospectus or other document is required to befiled, no proceedings are required to be taken and no approvals,permits, consents, orders or authorizations of any regulatory authorityare required to be obtained by the Company under the Securities Lawsto permit such grant, issuance and delivery, except for reporting of suchtrade in the report referred to in paragraph (xvii) above;

(xix) the issuance of the Warrant Shares to the Purchasers upon the exerciseof the Warrants, in accordance with the provisions thereof will beexempt from the registration and prospectus requirements of the

Securities Laws and no prospectus or other document will be requiredto be filed, no proceedings will be required to be taken and noapprovals, permits, consents, orders or authorizations of any regulatoryauthority will be required to be obtained by the Company under theSecurities Laws to permit such issuance;

(xx) the issuance of the Flow-Through Warrant Shares to the Purchasersupon the exercise of the Flow-Through Warrants, in accordance withthe provisions thereof will be exempt from the registration andprospectus requirements of the Securities Laws and no prospectus orother document will be required to be filed, no proceedings will berequired to be taken and no approvals, permits, consents, orders or

authorizations of any regulatory authority will be required to beobtained by the Company under the Securities Laws to permit suchissuance;

(xxi) the issuance of the Option Shares and the Option Warrants to the Agentupon the exercise of the Agent’s Compensation Options in accordancewith the provisions thereof will be exempt from the registration andprospectus requirements of the Securities Laws and no prospectus orother document will be required to be filed, no proceedings will berequired to be taken and no approvals, permits, consents, orders orauthorizations of any regulatory authority will be required to beobtained by the Company under the Securities Laws to permit such

issuance;

(xxii) the issuance of the Option Warrants Shares to the Agent upon theexercise of the Option Warrants in accordance with the provisionsthereof will be exempt from the registration and prospectusrequirements of the Securities Laws and no prospectus or otherdocument will be required to be filed, no proceedings will be requiredto be taken and no approvals, permits, consents, orders orauthorizations of any regulatory authority will be required to be



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obtained by the Company under the Securities Laws to permit suchissuance;

(xxiii) The first trade in the Qualifying Jurisdictions of the Unit Shares, theFlow-Through Shares, the Warrants, the Flow-Through Warrants, theAdditional Shares or the Additional Warrants by the Purchasers will be

a “distribution” within the meaning of the Securities Laws and will besubject to the prospectus requirements of the Securities Laws, unlessotherwise exempted under the Securities Laws or unless at the time of such first trade:

(I) the Company is and has been a reporting issuer in a jurisdictionof Canada for the four months immediately preceding the trade;

(II) at least four months have elapsed from the date of distributionof the Units;

(III) the certificates representing the Unit Shares, the Flow-Through

Shares, the Warrants, the Flow-Through Warrants, theAdditional Shares and the Additional Warrants or theownership statements evidencing book-entry only certificatesof such securities, as the case may be, carry a legend stating“Unless permitted under securities legislation, the holder of thissecurity must not trade the security before [Insert date that isfour (4) months and one (1) day after the issuance date.]”;

(IV) the trade is not a “control distribution”, as such term is definedin NI 45-102;

(V) such trade does not otherwise constitute a transaction or series

of transactions involving further purchases and sales in thecourse of or incidental to a “distribution” as such term isdefined in the Securities Laws;

(VI) no unusual effort is made to prepare the market or to create ademand for the Unit Shares, the Flow-Through Shares, theWarrants, the Flow-Through Warrants, the Additional Sharesor the Additional Warrants that are the subject of the trade;

(VII) no extraordinary commission or consideration is paid to aperson or company in respect of the trade; and

(VIII)

if the selling security holder effecting such trade is an insider orofficer of the Company, the selling security holder has noreasonable grounds to believe that the Company is in default of securities legislation (as such term is defined in NationalInstrument 14-101 - Definitions);

(xxiv) the first trade in the Qualifying Jurisdictions of the Warrant Shares andthe Flow-Through Warrant Shares by the Purchasers thereof, or of theOption Shares or the Option Warrant Shares, by the Agent, will be a



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“distribution” within the meaning of the Securities Laws and will besubject to the prospectus requirements of the Securities Laws, unlessotherwise exempted under the Securities Laws or unless at the time of such first trade:

(I) the Company is and has been a reporting issuer in a jurisdiction

of Canada for the four months immediately preceding the trade;

(II) at least four months have elapsed from the date of distributionof the Warrants (in the case of a trade of Warrant Shares), theFlow-Through Warrants (in the case of a trade of Flow-Through Warrant Shares) or the Agent’s Compensation Option(in the case of a trade of Option Shares, Option Warrants orOption Warrants Shares), as the case may be;

(III) if the Warrant Shares, Flow-Through Warrant Shares, OptionWarrants, Option Shares or Option Warrants Shares, as thecase may be, are issued before the date that is four (4) months

and one (1) day after the date of the issuance of the Units, thecertificates representing such Warrant Shares, Flow-ThroughWarrant Shares, Option Warrants, Option Shares or OptionWarrants Shares or the ownership statements evidencing book-entry only certificates of such securities, as the case may be,carry a legend stating “Unless permitted under securitieslegislation, the holder of this security must not trade thesecurity before [Insert date that is four (4) months and one (1)day after the issuance date.]”;

(IV) the trade is not a “control distribution”, as such term is definedin NI 45-102;

(V) such trade does not constitute a transaction or series of transactions involving further purchases and sales in the courseof or incidental to a “distribution” as such term is defined in theSecurities Laws;

(VI) no unusual effort is made to prepare the market or to create ademand for the Warrant Shares, Flow-Through Warrant Shares,the Option Shares or the Option Warrants Shares that are thesubject of the trade;

(VII) no extraordinary commission or consideration is paid to a

person or company in respect of the trade; and

(VIII) if the selling security holder effecting such trade is an insider orofficer of the Company, the selling security holder has noreasonable grounds to believe that the Company is in default of securities legislation (as such term is defined in NationalInstrument 14-101 Definitions);



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(xxv) The Company is a “reporting issuer” as defined in the Securities Lawsof the Provinces of British Columbia, Alberta and Québec and, as of the date hereof, is not included in a list of defaulting reporting issuersmaintained pursuant to the securities laws of the said Provinces;

(i) the Agent shall have received an opinion dated as of the Closing Date or

such other date as may be determined by the Agent, acting reasonably, of Canadian counsel to the Company, addressed to the Agent on behalf of thePurchasers) and the Agent’s legal counsel, in a form acceptable to theAgent and the Agent’s legal counsel, acting reasonably, respectingownership of the mineral titles relating to the Elder Mining Property (asdefined in such opinion);

(j) the Agent shall have received such additional documents in respect of theOffering as they may reasonably request; and

(k) as at the Closing Time, all covenants, agreements and obligations of theCompany hereunder, under the Subscription Agreements required to be

performed or complied with on or before the Closing Time shall have beenso performed or complied with and all conditions required to be compliedwith by the Company shall have been complied with.

In providing its opinions, counsel may, where appropriate, rely on the opinions of local counseland, with respect to factual matters relevant to such opinions, may rely on certificates of officersof the Company, other certificates issued by regulatory agencies and letters issued by theCompany’s transfer agent and the Stock Exchange.

12. CLOSING PROCEDURES.

Each Closing shall occur at the offices of Heenan Blaikie LLP, counsel to the Agent inMontreal, Québec at the Closing Time on the applicable Closing Date or at such other time oron such other date as the Company and the Agent may agree upon.

At each Closing Time, the Company shall cause to be issued and delivered to the Agenton its own behalf and on behalf of the Purchasers:

(a) as directed by the Agent and/or CDS Clearing and Depository Services Inc.(“CDS”) (in case of book-entry only certificates) and without charge,certificates representing the Unit Shares, the Flow-Through Shares, theWarrants, the Flow-Through Warrants, the Agent’s Compensation Options,the Additional Shares and the Additional Warrants or sufficient evidence of issue and sale (if book-entry only certificates for the Units Shares, the

Flow-Through Unit Shares and the Additional Shares) are not available forissue, as determined by CDS) in such number and denomination andbearing the registration particulars as the Agent may, in writing, notify theCompany prior to the Closing Time, and which shall in any case equal, inthe aggregate (to the exception of the Agent’s Compensation Options), thetotal number of Units sold in the Offering;

(b) the requisite legal opinions and certificates as contemplated in Section 11hereof; and



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(c) such further documentation as may be contemplated herein or as counsel tothe Agent or the applicable Regulatory Authorities may reasonably requireagainst receipt of a wire transfer (or bank draft or certified cheque) for theaggregate proceeds from the Offering, net of the aggregate amount of theAgency Fee and the Agent’s Expenses and such documentation as may becontemplated herein.

13. TERMINATION.

If at any time prior to the Closing Time:

(a) there shall have occurred (i) any material change; (ii) a change in a materialfact; (iii) the development of any material fact; or (iv) the Agent becomesaware of any undisclosed material fact that, in the opinion of the Agentacting reasonably and in good faith, adversely affects or could reasonablybe expected to adversely affect the market price or value of the Units;

(b) there shall have occurred any change in the Securities Laws, or any inquiry,investigation or other proceeding is announced, instituted or threatened orany order is made or issued under or pursuant to any statute of Canada orthe Qualifying Jurisdictions or the Stock Exchange in relation to theCompany or any of its securities, which, in the opinion of the Agent, actingreasonably and in good faith, prevents or restricts the distribution of theUnits or adversely affects or might reasonably be expected to adverselyaffect the market price or value of the Units;

(c) the state of the financial markets in Canada is such that, in the opinion of the Agent, acting reasonably and in good faith, the Units cannot bemarketed successfully or profitably;

(d) if there should develop, occur or come into effect or existence any event,action, state, condition or major financial occurrence of national orinternational consequence including any act of terrorism, war or like eventor any law or regulation, which, in the opinion of the Agent, actingreasonably and in good faith, might reasonably be expected to affect themarket price or value of the Units; or

(e) a cease trading order is made under any of the Securities Laws by any othercompetent authority by reason of the fault of the Company or its directors,officers and agents and such cease trading order is not rescinded withinforty-eight (48) hours;

the Agent shall be entitled, at its option, to terminate and cancel the Agent’s obligations to theCompany under this Agreement by written notice to that effect given to the Company at theaddress shown in Section 16 prior to the Closing Time. In the event of any such termination, theCompany’s obligations under this Agreement to the Agent shall be at an end, except for anyliability of the Company with respect to the expenses of the Agent and the indemnity andcontribution provisions hereof which shall survive any termination of this Offering or thisAgreement.



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The rights of termination contained in this Section 13 are in addition to any other rightsor remedies the Agent may have in respect of any default, misrepresentation, act or failure to actof the Company in respect of any matters contemplated by this Agreement.

14. AGENT’S REPRESENTATIONS AND WARRANTIES.

The Agent represents and warrants to, and covenants and agrees with the Company asfollows:

(a) in carrying out its obligations under this Agreement, the Agent hasobserved and will observe all Securities Laws and other Laws andregulations applicable to the Offering in the Qualifying Jurisdictions and inany other jurisdictions where the sale of the Securities (except for theAgent’s Compensation Option) may be effected by the Agent pursuant tothe terms and conditions of this Agreement;

(b) the Agent is a valid and subsisting corporation duly incorporated and ingood standing under the laws of the jurisdiction in which it is incorporated;

(c) the Agent has not and will not directly or indirectly, offer, sell or deliverany Units to any person in any jurisdiction other than in the QualifyingJurisdictions, except in a manner which is exempt from registration andprospectus requirements under applicable securities laws and which doesnot require the Company to file a prospectus or register any of its securitiesor to comply with ongoing filing or disclosure or other similarrequirements;

(d) the Agent will obtain from each Purchaser of Units an executedSubscription Agreement and all other applicable forms, reports,undertakings and documentation required under the applicable SecuritiesLaws or required by the Company, acting reasonably; and

(e) the Agent is an “accredited investor” as such term is defined in NI 45-106.

15. ADVERTISEMENTS.

The Company agrees, if requested by the Agent, to include a reference to the Agent andits role in any press release or other public communication issued by the Company with respectto the Offering. If the Offering is successfully completed, and provided the Agent is not inbreach of any material provision hereof, the Agent will be permitted to publish, at its ownexpense, such advertisements or announcements relating to the services provided hereunder in

such newspaper or other publications as the Agent considers appropriate.

16. MISCELLANEOUS.

(a) All representations and warranties contained herein and all of the covenantsand agreements of the Company herein, to the extent that they are requiredto be performed on or before Closing, shall be construed as conditions andany material breach or failure to comply with any thereof shall entitle theAgent, in addition to and not in lieu of any other remedies the Agent has in



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respect thereof, to terminate any obligation hereunder by written notice tothat effect given to the Company prior to the Closing Time. It is understoodthat the Agent may waive in whole or in part or extend the time forcompliance with any of such terms and conditions without prejudice to itsrights in respect of any other of such terms and conditions or any othersubsequent breach or non-compliance, provided that to be binding on theAgent any such waiver or extension must be in writing.

(b) Any notice or other communication under this Agreement shall be given inwriting and either delivered or faxed to the party to receive such notice atthe address or facsimile numbers indicated below:

(i) to the Company at:

Abcourt Mines Inc.506 des FalaisesMont St-Hilaire, QuébecJ3H 5R7

Attention: Renaud Hinse, President and Chief Executive OfficerTelephone: (450) 446-5511Fax: (450) 446-3550

with a copy to (which shall not constitute notice):

Me Julie Godard101-A Avenue PrincipaleSuite 200Rouyn-Noranda, QuébecJ9X 4P1

Telephone: (819) 797-9336Fax: (819) 797-2454

(ii) to the Agent at:

Northern Securities Inc.2000 McGill College AvenueSuite 1950Montreal, QuébecH3A 3H3

Attention: Christophe RomaryTelephone: (514) 288-4644Fax: (514) 288-5996



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with a copy to (which shall not constitute notice):

Heenan Blaikie LLP1250 René-Lévesque Blvd. WestSuite 2500

Montreal, QuébecH3B 4Y1

Attention: Me Eric LevyTelephone: (514) 846-2256Fax: (514) 921-1256

or such other address or facsimile number as such party may hereafterdesignate by notice in writing to the other party. If a notice is delivered, itshall be effective from the date of delivery and if such notice is faxed (withreceipt confirmation), it shall be effective on the business day following the

date such notice is faxed.

(c) Time is of the essence of this Agreement.

(d) The representations, warranties, covenants and other agreements hereincontained shall survive the Closing Date and shall continue in full force andeffect unaffected by any subsequent disposition by the Purchasers of theUnits for a period of two (2) years after the Closing Date. The Agent shallnot be limited or prejudiced by any investigation made by or on behalf of the Agent in the course of the Offering. Without limitation of the foregoing,the provisions contained in this Agreement in any way related to theindemnification or the contribution obligations shall survive and continue

in full force and effect, indefinitely.

(e) This Agreement may be executed in any number of counterparts (includingcounterparts by facsimile and e-mail) and all such counterparts takentogether will be deemed to constitute one and the same instrument. Theparty sending the facsimile or e-mail transmission will forthwith thereafterdeliver the original signed counterpart to the other party, however, failureto so deliver the original signed counterpart shall not invalidate thisAgreement.

(f) The provisions herein contained constitute the entire agreement betweenthe parties and, subject to the following sentence, supersede all previous

communications, representations, understandings and agreements betweenthe parties with respect to the subject matter hereof whether verbal orwritten, including, without limitation, the engagement letter of the Agentdated December 2, 2009, and accepted by the Company on the same date,and other letters of engagement by the Agent accepted by the Companywhich were superseded by such letter of engagement of December 2, 2009.



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(g) If any provision of this Agreement is determined to be illegal, invalid orunenforceable, that provision will be severed from this Agreement and theremaining provisions will remain in full force and effect.

(h) This Agreement will enure to the benefit of and be binding upon the partieshereto and their respective successors and assigns provided that no party

may assign this Agreement or any rights or obligations hereunder withoutthe prior written consent of the other parties.

(i) This Agreement shall be governed and construed in accordance with thelaws of the Province of Québec and the laws of Canada applicable thereinand shall be treated in all respects as a Québec contract. Each party herebyirrevocably submits to the non-exclusive jurisdiction of the courts of Québec with respect to any matter arising hereunder or related hereto.

(j) The parties hereto declare that each of them has required this Agreement tobe in the English language and each of them does hereby consent to anydocumentation, notices or legal proceedings provided for herein, issued

hereunder, or relating directly or indirectly hereto, being in the Englishlanguage. Chaque partie déclare par les présentes avoir demandé que la

présente convention soit rédigée dans la langue anglaise et chaque partie

consent par les présentes à ce que tout document, procédure légale ou avis

prévu ou découlant des présentes ou s’y rapportant directement ou

indirectement soit rédigé dans la langue anglaise.

[signatures on next page]



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If the foregoing Agency Agreement is in accordance with your understanding, will youplease confirm your acceptance by signing the enclosed copies in the place indicated and byreturning the same to us.

Yours very truly,

NOTHERN SECURITIES INC.

By: (signed):Christophe Romary Head of Québec Region

The foregoing is in accordance with our understanding and is accepted and agreed to asof the 22nd day of December, 2009.

ABCOURT MINES INC.

By: (signed) Renaud Hinse President and Chief Executive Officer



SCHEDULE A

PROPERTIES AND RECORDED CLAIMS

ABCOURT MINES INC.

- Aldermac Property (option to acquire 100%)

- Elder Mining Property (wholly owned property)

- McKenzie Mining Property (wholly owned property)

- Abcourt-Barvue Mining Property (wholly owned property)

- Vendome Property (wholly owned property)

-

Tagami Property (wholly owned property)

- Gaudet Property (wholly owned property)

- Jonpol Property (option to acquire 100% and back-in right on a 50% interest in theproperty)

- Vezza Property (wholly owned property)

HBdocs - 7715100v4