EXECUTION COPY

AGENCY AGREEMENT

December 22, 2009

Abcourt Mines Inc.

506 des Falaises
Mont St-Hilaire, Québec
J3H 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 the
Company (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 in
the share capital of the Company (a “Warrant Share”) on payment of $0.17 per Warrant Share
until 4:30 p.m. (Montreal time) on the date that is 24 months from the Closing Date (as
hereinafter defined) (the “Unit Offering”), and (ii) flow-through units (the “Flow-Through
Units”), each such Flow-Through Unit consisting of one (1) common share in the capital of the
Company 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 the
share 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 from
the 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 agrees
to act, and upon acceptance hereof, the Company hereby appoints the Agent, as the Company’s
sole 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 per
Hard Dollar Unit (the “Hard Dollar Unit Issue Price”), and (ii) 5,882,352 Flow-Through Units
at a price of $0.17 per Flow-Through Unit (the “Flow-Through Unit Issue Price” and
collectively with the Hard Dollar Unit Issue Price, the “Unit Issue Price”). The Agent shall be
under 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 Units
issued and sold further to the Offering (the “Additional Units”) upon the terms and conditions
set forth herein. The Over-Allotment Option shall be exercisable by the Agent, in whole or in
part, at any time prior to 60 days from the Closing Date, by giving written notice to the
Company (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 purchase
price 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 to
the 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, in
whole or in part, if some of it has been exercised before such date, will only be exercised for
Hard Dollar Units. Unless the context otherwise requires, (i) “Units” shall mean the Hard
Dollar 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 the
Offering (including the proceeds realized further to the sale of Additional Units, if any). The
Agency Fee will be payable in respect of any securities of the Company sold to any prospective
investor that is identified or contacted by the Agent, where such sale is completed within 120
days following the Closing (as hereinafter defined). In addition, the Company shall issue to the
Agent a non-transferable option to purchase a number of Units equal to 8% of the aggregate
number 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 the
same 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 to
the Offering including the fees, taxes and disbursements of legal counsel, auditors, road show
consultants, printers and other consultants and service providers retained by the Company in
connection with the Offering. In addition, whether or not the Offering is completed, the
Company 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 and
any advertising, printing, courier, telecommunications, data search, road show presentation,
travel, entertainment and other expenses incurred by the Agent, together with related Goods and
Services 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 respective
jurisdiction appointed by the Agent to assist in the Offering), such commission or fee will be
paid from the Company’s account and will not reduce the amount payable to the Agent
hereunder unless the Agent consents in writing.

The Agency Fee and the Agent’s Expenses (including the fees, taxes and disbursements
of 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 the
Offering and that the Agent may determine the remuneration payable by the Agent to such other
dealers 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 the
Agreement;

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

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

“Additional Warrant Certificates” means the certificates representing the Additional

Warrants;

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

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

“Agent” means Northern Securities Inc.;

“Agent’s Compensation Options” has the meaning ascribed thereto in the fourth
paragraph 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, which
schedules 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 having
jurisdiction over the Person;

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

“Canadian Exploration Expense” or “CEE” has the meaning specified in Section

7(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 Units
pursuant to this Agreement and the Subscription Agreements;
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“Closing Date” means December 23, 2009 (the “Initial Closing Date”) or such other
date or dates as the Company and the Agent may agree in writing but not later than
December 31, 2009 (each such date being a “Closing Date” and unless the context
otherwise 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 time
being a “Closing Time” and unless the context otherwise requires, such Closing Time
includes 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 Company
for 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 and
financial situation for the three-month period ended September 30, 2009, (iii) the
certifications of interim filings of the Company dated November 27, 2009, (iv) the
audited 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 and
financial situation for the year ended June 30, 2009, and (vi) the certifications of annual
filings 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 the
Company 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 this

Agreement;

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

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

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

“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 first
paragraph of the Agreement;

“Governmental Authority” means any federal, provincial, state, municipal, county or

regional governmental or quasi-governmental authority, domestic or foreign, and
includes any ministry, department, court, tribunal, arbitral body, commission, bureau,
board, administrative or other agency or regulatory body or instrumentality thereof, any
quasi-governmental body or private body exercising regulatory, expropriation or taxing
authority under or for the account, if any, of the foregoing and any stock exchange or
self-regulatory authority and, for greater certainty, includes the Regulatory Authorities
and Market Regulation Services Inc.;

“Governmental Authorization” means all authorizations, approvals, licences, permits

or quotas issued to the Company in connection with its respective business by any
Governmental Authority;

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

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

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

“Indemnified Party” or “Indemnified Parties” has the meaning specified in

Section 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 Authority
which, although not actually having the force of law, are considered by such
Governmental Authority as requiring compliance as if having the force of law, in each
case binding on or affecting the Person referred to in the context in which the word is
used;

“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) that
would reasonably be expected to have a significant effect on the market price or value
of the Units or any other securities of the Company and includes a decision to
implement such a change made by the board of directors of the Company or by senior
management of the Company who believe that confirmation of the decision by the
board of directors is probable;
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“material fact” means any fact that significantly affects or would reasonably be
expected to have a significant effect on the market price or value of the Units or any
other securities of the Company;

“misrepresentation” means, with respect to circumstances in which the Securities

Laws are applicable, a misrepresentation as defined under the Securities Laws;

“NI 45-102” means National Instrument 45-102 Resale of Securities (adopted in the
Province 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’s
Compensation Options;

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

“Option Warrants Certificate” means the certificate representing the Option

Warrants;

“Option Warrants Shares” means the Common Shares to be issued upon the exercise
of 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 Business
Day, as set out in the Over-Allotment Option Notice or such other date as the Company
and the Agent may agree upon in writing;

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

“Person” means a natural person, partnership, limited partnership, limited liability

partnership, corporation, limited liability corporation, unlimited liability company, joint
stock company, trust, unincorporated association, joint venture or other entity or
Governmental 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’s

discussion and analysis of operating results, annual and quarterly reports to
shareholders, management proxy circulars, prospectuses, annual information forms,
material change reports and press releases and all other information disseminated to the
public or filed with the Stock Exchange and any applicable Canadian securities
regulatory authority by the Company during the twelve (12) months preceding the date
hereof;

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

“Purchaser of Flow-Through Units” means a purchaser of the Flow-Through Units

and “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 outside
Canada as the Company and Agent may determine;

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

“Regulatory Authorities” means the securities commissions and similar securities

regulatory authorities in each of the Qualifying Jurisdictions and the Stock Exchange
and “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 the
context requires;

“Securities Laws” means, collectively, the applicable securities laws of the Qualifying
Jurisdictions and the respective regulations and rules made and forms prescribed
thereunder 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 the

Company and the Purchasers hereto as the same may be amended in accordance with
the terms thereof;
 -8-

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

“Transaction Documents” means this Agreement, the Subscription Agreements, the

Warrant 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 the
Warrants, the Flow-Through Warrant Shares issuable upon exercise of the Flow-
Through Warrants, the Additional Warrant Shares issuable upon exercise of the
Additional Warrants and the Option Shares and Option Warrants Shares issuable, upon
the exercise of the Agent’s Compensation Options and Option Warrants;

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

“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 the
Warrants; 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 unless
the 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 import
refer 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 or
matter, is not to be construed to limit such general statement, term or matter
to the specific items or matters set forth immediately following such word
or to similar items or matters, whether or not non-limiting language (such
as “without limitation” or “but not limited to” or words of similar
import) is used with reference thereto but rather refers to all other items or
 -9-

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, is
a 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, or
both, 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 such
currency;

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

(h) words importing the masculine gender include the feminine or neuter
gender 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 appoints
the Agent, and the Agent hereby agrees to act as the exclusive agent of the Company, to offer
the Units at the Unit Issue Price for sale to accredited investors and investors investing a
minimum of $150,000 in the Qualifying Jurisdictions and to use its best efforts to solicit and
procure Purchasers on behalf of the Company. The Company shall issue and sell the Units at
the 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 shall
the 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 to
applicable laws and applicable policies of the Stock Exchange. If, and to the extent that, the
Agent shall exercise the Over-Allotment Option, in whole or in part and from time to time, the
Company shall sell to the Purchasers, at the Over-Allotment Option Closing Time, the
Additional Units at the Hard Dollar Unit Issue Price, if such Additional Units are Hard Dollar
Units, and at the Flow-Through Unit Issue Price if such Additional Units are Flow-Through
Units.

4. OFFERING PROCEDURES.

Each Purchaser will purchase Units under exemptions from applicable prospectus and
registration requirements under the laws of the jurisdiction of residence of the Purchaser. Each
Purchaser will enter into a Subscription Agreement with the Company. The Agent will notify
the Company with respect to the identities of Purchasers in sufficient time to allow the
Company to comply with all applicable regulatory requirements and all requirements under
applicable Securities Laws to be complied with by the Company as a result of the offering and
sale of the Units to such Purchasers on a private placement basis in the Qualifying Jurisdictions.
 - 10 -

The Company will use its reasonable best efforts to file or cause to be filed all
documents required to be filed by the Company and the Purchasers, respectively, in connection
with the purchase and sale of the Units so that the distribution of the Units may lawfully occur
without 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 the
Closing, the Company will promptly inform the Agent in writing of the full
particulars of:

(i) any material change (actual, anticipated, contemplated, proposed or

threatened) in the assets, liabilities (absolute, accrued, contingent or
otherwise), 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 existing

material fact or event which, in any such case, is, or may be, of such a
nature as to (A) render the Public Record untrue, false or misleading in
a material respect, (B) result in a misrepresentation of the Public
Record, or (C) result in the Public Record not complying with
Securities Laws; or

(iv) the discovery by the Company of any misrepresentation in the Public

Record 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 material

change, change, occurrence or event of the nature referred to in this subsection
has occurred, the Company shall promptly inform the Agent of the full
particulars of the occurrence giving rise to the uncertainty and shall consult
with the Agent as to whether the occurrence is of such nature;

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

(i) any request of any Regulatory Authority for any amendment to any part
of 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 the
institution or threat of institution of any proceedings for that purpose;
 - 11 -

(iii) the receipt by the Company of any communication from any

Regulatory Authority relating to any part of the Public Record or the
issue and sale of the Units; or

(iv) any notice by any judicial or regulatory authority requesting any

information, meeting or hearing relating to the Company and its affairs
or the Offering or any event or state of affairs that may be relevant to
the Agent or to prospective purchasers of the Offering;

(c) during the period commencing on the date hereof and ending on the
Closing Date, the Company will promptly provide to the Agent, for review
by 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, the
Company will promptly comply, to the reasonable satisfaction of the Agent
and the Agent’s counsel, with Securities Laws with respect to any material
change, 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 the
Agent’s request, acting reasonably, any amendment to any part of the
Public Record which in the Agent’s opinion may be necessary or advisable
and the Company shall consult with the Agent with respect to the form and
content of any amendment to any part of the Public Record proposed to be
filed by the Company and shall not file any such amendment without the
prior 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 unreasonably
withheld, the Company shall not issue, agree to issue or announce the issuance of any equity or
debt securities, including but not limited to the Common Shares or other securities convertible
into or exchangeable for, directly or indirectly, or exercisable to acquire Common Shares, other
equity 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, gold
loans) for a period commencing on the date hereof and ending 180 days following the Closing
Date other than in connection with:

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

(b) presently outstanding rights, including options, warrants, convertible

debentures and other convertible securities and including any such rights
that have been granted or issued subject to regulatory approval and as
previously disclosed in writing to the Agent;

(c) options granted pursuant any agreement to acquire the totality or part of the
Aldermac 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
 - 12 -

(e) a previously disclosed (to the Agent) private placement, including a private
placement 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, will
constitute a representation and warranty by the Company (and not such officer of the Company
in his/her personal capacity) to the Agent or the Agent’s counsel, as the case may be, as to the
matters 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 is
relying on such representations and warranties, as follows:

(a) the Company is a company constituted and existing under the laws of its
jurisdiction of constitution, is current and up-to-date with all material
filings required to be made by it in its jurisdiction of constitution, has the
corporate power, capacity and authority to carry on its business as currently
conducted by it and to own, lease and operate its property (including but
not limited to the Properties, as the case may be) and assets, and has the
corporate power, capacity and authority to, sell, issue and deliver the
Securities, and to enter into and perform its obligations under each of the
Transaction Documents, as the case may be;

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

(c) neither the execution of this Transaction Documents nor the issue, sale and
delivery of the Securities by the Company do or will (or would with the
giving of notice, the lapse of time or the happening of any other event or
condition) constitute or result in a breach or violation of, or conflict with or
allow any other Person to exercise any rights under, any of the terms or
provisions of its constating documents or by-laws, or of any material
mortgage, note, indenture, contract or agreement (written or oral),
instrument, lease, licence, permit or other document to which the Company
is a party or by which it is bound, which breach or violation of, or conflict
with, 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 the
Company and do not and will not result in the violation of any applicable
Law;

(e) there is no requirement to make any filing with, give any notice to, or
obtain any Authorization of, any Governmental Authority as a condition to
the lawful completion of the transactions contemplated by the Transaction
 - 13 -

Documents, except for the filings, notifications and Authorizations required

under 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 no
Person acting or purporting to act for the Company who is entitled to any
brokerage or finder’s fee or agent’s commissions or other similar payments
in connection with this Agreement or any of the transactions contemplated
herein and in the event that any Person, acting or purporting to act for the
Company establishes a claim for any fee from the Agent (otherwise than as
a 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 Transaction
Documents or in any proposed transaction which materially affects, is
material to or will or may reasonably be expected to materially affect the
Company;

(i) the authorized and unissued share capital of the Company consists of (i) an
unlimited number of Common Shares, of which 59,434,568 Common
Shares are issued and outstanding as at December 22, 2009 as fully paid
and 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 and
non-assessable Common Shares in the share capital of the Company;

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

(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, authorized
and issued;
 - 14 -

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

(viii) the Underlying Shares will be duly and validly created and authorized
and reserved for issuance, upon exercise of the Warrants, the Flow-
Through Warrants, the Agent’s Compensation Options, the Option
Warrants and the Additional Warrants, all in accordance with their
terms and, upon such exercise and payment of the applicable exercise
price, will be duly and validly issued as fully paid and non-assessable;

(k) except for dividends that have been declared and paid on the preferred
shares of the Company, the Company has not, directly or indirectly,
declared or paid any dividend or declared or made any other distribution on
any of its securities of any class, and has not directly or indirectly,
redeemed, purchased or otherwise acquired any of its shares or securities or
agreed to do so. There is no restriction on or impediment to the declaration
or 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 the
Company is a party;

(l) other than the Purchasers, the Agent, the holders of common share purchase
warrants disclose in note 10 to the unaudited financial statements of the
Company for the three-month period ended September 30, 2009, and the
holders of options granted to directors, officers and employees of the
Company to purchase an aggregate of 2,700,000 Common Shares on
exercise thereof, no Person has any right, agreement or option, present or
future, 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 security
convertible into or exchangeable for any shares of the Company or to
require the Company to purchase, redeem or otherwise acquire any of its
issued 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 or
substantially 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 the
issued and outstanding securities of the Company; or

(iii) any written or oral agreement, option, understanding or commitment or

any right or privilege capable of becoming such, for the purchase, sale
transfer or other disposition of any material property or assets or any
interest therein owned directly or indirectly by the Company;
 - 15 -

(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 the
business of the Company taken as a whole and all applicable Regulatory
Authorities, including, without limitation, all applicable Securities Laws
and applicable laws, regulations and statutes relating to mining and/or
mining claims, concessions, licenses or leases and is duly licensed,
registered or qualified in all jurisdictions in which it owns, leases or
operates its property or carries on business to enable its business to be
carried on as now conducted and its property and assets to be owned, leased
and operated and all such claims, concessions, licences, leases, permits,
consents, registrations and qualifications are valid and subsisting and in
good standing, except in respect of matters which do not and will not result
in any Material Adverse Effect. No notices, correspondence or documents
relating to any inquiries, revocation, modification or other proceedings
relating to such claims, concessions, licences, leases, permits, consents,
registrations and qualifications have been received or to the best of the
Company’s knowledge threatened from or by an authority having
jurisdiction 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 any
of the foregoing;

(o) the Company is a reporting issuer in good standing under the Securities
Laws of each of the Provinces of British Columbia, Alberta and Québec,
and no material change relating to the Company has occurred with respect
to which a material change report has not been filed under any Securities
Laws and no such disclosure has been made on a confidential basis. None
of the documents filed by or on behalf of the Company with the Regulatory
Authorities in each of the provinces where the Company is a reporting
issuer contain any misrepresentation;

(p) except as disclosed in the Public Record, the Company is the absolute legal
and beneficial owner of, and has good and marketable title to, or has the
right 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 to
which the Company holds or will hold any such interest in its respective
property (including, but not limited to, the Properties), business or assets
are in good standing in all material respects according to their terms and the
Company is not in material default of any of the provisions of such
agreements, and the Company is not aware of any disputes in respect
thereto and such properties (including, but not limited to, the Properties),
business and assets are in good standing under the applicable statutes and
regulations of the jurisdictions in which they are situated except, in either
case, where it would not result in a Material Adverse Effect, and no other
property rights are necessary for the conduct of the business of the
Company as now conducted, and there are no restrictions on the ability of
the Company to use, transfer, or otherwise exploit such property rights, and
the Company does not know of any claim or basis for a claim that might or
could adversely affect its rights to use, transfer or otherwise exploit such
property rights and the Company does not have any responsibility or
 - 16 -

obligation to pay any commission, royalty, licence, fee or similar payment

to any person with respect to the property rights thereof;

(q) the minute books of the Company are true and correct and contain the
minutes 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 trading
on the Stock Exchange, and no order ceasing or suspending trading in any
securities of the Company or the trading of any of the Company’s issued
securities 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 necessary
to obtain the conditional acceptance of the Stock Exchange and will comply
with all other regulatory requirements, requirements of the Stock Exchange
and requirements of the Securities Laws applicable to the offer, sale and
issuance 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, the
Unit Shares, the Flow-Through Shares, the Additional Shares and the
Underlying Shares will be approved for listing as Common Shares on the
Stock Exchange subject only to customary conditions;

(t) the Public Record complies with all Securities Laws, is in all material
respects accurate and omits no facts, the omission of which makes the
Public Record or any particulars therein, misleading or incorrect and
contains 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 its
affiliates (taken as a whole) as at the dates thereof and for the periods
indicated, and reflect all assets, liabilities or obligations (absolute, accrued,
contingent or otherwise) of the Company and its affiliates, as at the dates
thereof;

(v) except as would not individually or in the aggregate reasonably be expected

to have a material change on the condition of the Company taken as a
whole, (i) the Company is not in violation of any applicable Law relating to
pollution or occupational health and safety, the environment (including
ambient 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, hazardous
substances, petroleum or petroleum products (collectively, “Hazardous
Materials”) 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 Environmental
Laws and is in compliance with its requirements; (iii) to the knowledge of
the Company, there are no pending or threatened administrative, regulatory
or judicial actions, suits, demands, demand letters, claims, liens, notices of
 - 17 -

non-compliance or violation, investigation or proceedings relating to any

Environmental Laws against the Company; and (iv) to the knowledge of the
Company, there are no events or circumstances that would reasonably be
expected to form the basis of an order for clean-up or remediation, or an
action, suit or proceeding by any private party or governmental body or
agency, against or affecting the Company relating to Hazardous Materials
or 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, investigation
or claim involving a demand for damages or other potential liability with
respect 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 the
knowledge of the Company, are contemplated or threatened to which the
Company 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, there
has not been any material change in the assets, liabilities or obligations
(absolute, accrued, contingent or otherwise) of each of the Company, as set
forth in the financial statements of the Company for the financial year
ended June 30, 2009 or in the interim financial statements for the quarter
ended September 30, 2009, and there has not been any material adverse
change in the business, operations or condition (financial or otherwise) or
results of the operations of the Company, since June 30, 2009 and since that
date there have been no facts, transactions, events or occurrences which
could reasonably be expected to have a Material Adverse Effect;

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

(aa) the audited and unaudited comparative financial statements of the Company
and the related notes thereto for the Company’s financial year ended June
30, 2009 and quarter ended September 30, 2009, respectively, present fairly
in all material respects the loss and, comprehensive loss and deficit, cash
flows and balance sheets of the Company as at the dates and for the periods
indicated. Such financial statements have been prepared in conformity with
Canadian 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 Company
with unconsolidated entities or other persons that may have a material
current or future affect on the financial condition, changes in financial
condition, results of operations, earnings, cash flow, liquidity, capital
expenditures, capital resources, or significant components of revenues or
 - 18 -

expenses of the Company or that would reasonably be expected to be

material to an investor in making a decision to purchase Units;

(cc) the Company does not have any contingent liabilities in excess of the
liabilities that are either reflected or reserved against in the Company’s
financial 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 provide

reasonable assurances that : (i) transactions are executed in accordance with
management’s general or specific authorization; (ii) transactions are
recorded as necessary to permit the financial statements to be fairly
presented in accordance with Canadian generally accepted accounting
principles and to maintain accountability for assets; (iii) access to its assets
is permitted only in accordance with management’s general or specific
authorization; (iv) the recorded accountability for assets is compared with
existing assets at reasonable intervals and appropriate action is taken with
respect to differences; (v) material information relating to the Company is
made known to those within the Company responsible for the preparation
of the financial statements during the period in which the financial
statements have been prepared and that such material information is
disclosed to the public within the time periods required by applicable Laws;
and (vi) all significant deficiencies and material weaknesses in the design
or operation of such internal controls that could adversely affect the
Company’s ability to disclose to the public information required to be
disclosed by it in accordance with applicable Laws and all fraud, whether
or not material, that involves management or employees that have a
significant role in the Company’s internal controls have been disclosed to
the audit committee of the Company’s board of directors;

(ee) the Company’s auditors are independent public accountants as required

under applicable Securities Laws and are members in good standing of the
Canadian Public Accountability Board;

(ff) all income tax returns of the Company have been filed and all taxes shown
on such returns or otherwise assessed which are due and payable have been
paid, except tax assessments against which appeals have been or will be
promptly taken and as to which adequate reserves have been provided. All
other tax returns of the Company required to be filed pursuant to any
applicable law have been filed, and all taxes shown on such returns or
otherwise assessed which are due and payable have been paid, except for
such taxes, if any, as are being contested in good faith and as to which
adequate reserves have been provided. The Company has made instalments
of taxes as and when required. The Company has duly and timely withheld
from any amount paid or credited by it to or for the account or benefit of
any person, including any employee, officer, director, or non resident
person, the amount of all taxes and other deductions required by applicable
Law to be withheld and has duly and timely remitted the withheld amount
to the appropriate taxing or other authority and has duly and timely issued
tax reporting slips or returns in respect of any amount so paid or credited by
it as required by applicable Laws;
 - 19 -

(gg) the Company has satisfied all obligations under, and there are no
outstanding defaults or violations with respect to, and no taxes, penalties, or
fees 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 and
similar plans, arrangements or practices relating to the current or former
employees, officers or directors of the Company maintained, sponsored or
funded by the Company, whether written or oral, funded or unfunded,
insured or self-insured, registered or unregistered and all contributions or
premiums required to be paid thereunder have been made in a timely
fashion and any such plan or arrangement which is a funded plan or
arrangement 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, the
Company occupies the leased premises and has the exclusive right to
occupy and use the leased premises and each of the leases pursuant to
which the Company occupies the leased premises is in good standing and in
full force and effect. The performance by the Company of its obligations
pursuant to and in compliance with the terms of the Transaction Documents
and the completion of the transactions described therein will not afford any
of the parties to such leases or any other Person the right to terminate such
lease or result in any additional or more onerous obligations under such
leases;

(jj) Computershare Investor Services Inc. at its offices in Montreal, Québec has
been appointed as the transfer agent and registrar for the Company’s
Common 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 recorded
in accordance with the Mining Act (Québec) under the Public Register
of Real and Immovable Mining Rights and all other applicable
legislation and regulations. The Properties and the Company’s interest
in the Properties are properly and accurately described in Schedule A to
this 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 free
and clear of all liens related to the mineral interest of the Properties;

(iv) the Company is the recorded and beneficial owner of, or has been
granted a purchase option for, the Properties with the interests disclosed
in Schedule A;
 - 20 -

(v) no third parties hold interests in the Properties beyond amounts

disclosed in Schedule A, including without limitation, any rights of first
refusal or back-in rights;

(vi) except as disclosed to the Agent, there are no outstanding agreements

or options to acquire or purchase the Properties or any part thereof or
interest therein, and no individual, corporation or other entity has any
royalty or other interest whatsoever in production or profits from the
Properties or any part thereof;

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

(viii) all payments required under option agreements with respect to the
Properties 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, or
title to, the Properties or the Company’s interest in the Properties;

(x) the Company has conducted all activities on or in respect of the

Properties in compliance and the Properties themselves comply with all
applicable statutes, regulations, by-laws, laws and orders and
judgments and all directives, rules, consents, permits, orders,
guidelines, approvals and policies of all applicable governmental
authorities; and

(xi) the Company has not received any notice with respect to environmental
claims 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 reports
required thereby and there has been no change to the technical reports it has
filed pursuant thereto of which the Company is aware that would disaffirm
any 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 the
Flow-Through Units (the “Flow-Through Proceeds”) to carry out or
participate in an exploration program on the Properties and such other
exploration properties of the Company acceptable to the Agent for the
purpose of determining the existence, location, extent and quality of the
mineral resources and reserves located thereon (the “Program”). The
expenses incurred in performing the Program will qualify as “Canadian
exploration expenses” as defined in subsection 66.1(6) of the Tax Act
excluding (i) amounts which are prescribed to constitute “Canadian
exploration and development overhead expense” under the Tax Act, (ii)
“Canadian exploration expenses” to the extent of the amount of any
assistance described in paragraph 66(12.6)(a) of the Tax Act, (iii) any
expenditures described in paragraph (b.1) of subsection 66(12.6) of the Tax
Act, (iv) any expenses for prepaid services or rent that do not qualify as
 - 21 -

outlays and expenses for the period as described in the definition of

“expense” in subsection 66(15) of the Tax Act (the “Canadian
Exploration Expense” or “CEE”) and will qualify as expenses which are
described in paragraphs (a) through (d) of the definition of “flow-through
mining expenditure” in subsection 127(9) of the Tax Act (“Flow-Through
Mining 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 delivery
of the Securities, including filing or causing to be filed, all forms or
undertakings required in connection with the Offering so that the Offering
may be completed without a prospectus or offering memorandum under
applicable Securities Laws;

(b) on or prior to the Closing Date, unless it would be unlawful to do so or

unless the Company, acting reasonably, determines that it would not be in
the best interests of the Company to do so, the Company will accept each
duly 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 only
certificates), certificates representing the Unit Shares, the Flow-Through
Shares, the Warrants and the Flow-Through Warrants, and the Agent’s
Compensation Options Certificate in the appropriate form as directed by the
Agent;

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

(e) on or prior to the Closing Date, the Company will have taken all necessary
steps to ensure the Unit Shares, the Flow-Through Shares, the Warrants, the
Flow-Through Warrants, the Additional Units, the Additional Shares and
the Additional Warrants will have been duly allotted for issue to persons
entitled 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, Option
Warrant Shares, Additional Shares, Additional Warrants and Additional
Warrant Shares have been duly created, reserved, allotted and/or authorized
for issuance, as the case may be;

(f) the Company will duly, punctually and faithfully perform all of the
obligations to be performed by it under the Transaction Documents;
 - 22 -

(g) on or prior to the Closing Date, the Company will take all such steps as
may be necessary to obtain all Authorizations required or desirable in
connection with the transactions contemplated by the Transaction
Documents;

(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 arrange
for the listing on the Stock Exchange of the Unit Shares, the Flow-Through
Shares and the Underlying Shares issuable in connection with the Offering
on the Stock Exchange by the Initial Closing Date, subject only to the
customary conditions;

(i) the Company will use its reasonable best efforts to maintain its status as a
reporting issuer in the provinces of British Columbia, Alberta and Québec
and fulfil to the satisfaction of the Agent all requirements (including,
without limitation, compliance with the Securities Laws) required to be
fulfilled 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 Shares
and the Additional Warrants with a statutory hold period under applicable
Securities Laws, which does not extend beyond four months and one day
after the Closing Date;

(j) on or before December 31, 2010, the Company will carry out exploration
activities on resource properties in Canada beneficially owned by the
Company, or on any resource properties in which the Company has an
interest or the right to acquire an interest so as to incur or be deemed to
incur CEE in an amount not less than the Flow-Through Proceeds and will
renounce to the Purchasers of Flow-Through Units effective on or prior to
December 31, 2009 an amount of CEE equal to the amount of the Flow-
Through Proceeds and file all required tax forms within the time required
under the Tax Act and deliver all required tax forms and other information
to the Purchasers of Flow-Through Units not later than March 31, 2010;

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

(l) until the later of the time when the Flow-Through Units are issued and sold
to 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 to
maintain its status as a “principal business corporation” within the meaning
of the Tax Act;

(m) the Company will ensure that the Flow-Through Shares comprising the
Flow-Through Units are “flow-through shares” as defined in subsection
66(15) of the Tax Act and the Flow-Through Shares will not constitute
“prescribed shares” for the purpose of regulation 6202.1 of the regulations
to the Tax Act;
 - 23 -

(n) the Company will take all necessary steps to renounce in favour of the
Purchasers of Flow-Through Units who are resident in the Province of
Québec the Resource Expenses incurred in the Province of Québec which
are eligible to be renounced pursuant to the provisions of the Québec Act,
within the timelines prescribed therefore and subject to the terms and
conditions applicable thereto set out in the Québec Act;

(o) the Resources Expenses incurred by the Company in the Province of

Québec will qualify as eligible exploration expenses for the purposes of the
Québec Act, such that the maximum amount of deductions pursuant to the
Québec Act will be available to a Purchaser of Flow-Through Units or
limited partners of such Purchaser of Flow-Through Units, as the case may
be, that are resident or subject to tax in the Province of Québec;

(p) the Company has all necessary qualifications under the provisions of the
Québec Act to ensure that all Resources Expenses incurred by the
Company in the Province of Québec will be eligible exploration expenses
for the purposes of the Québec Act, with the intent that such eligible
exploration expenses be renounced by the Company in favour of the
Purchasers of Flow-Through Units to ensure the maximum availability of
deductions pursuant to the Québec Act to a Purchaser of Flow-Through
Units or limited partners of such Purchaser of Flow-Through Units, as the
case may be, that are resident or subject to tax in the Province of Québec;

(q) the Company will not take any step or fail to take any step if, under the Tax
Act, such action or omission could result in a reduction of amounts required
to be renounced to the Purchasers of Flow-Through Units pursuant to the
terms of the Subscription Agreements entered into by each Purchaser of
Flow-Through Units and the Company;

(r) the Company is a “qualified corporation” as such term is defined in

Sections 726.4.15 and 726.4.17.7 of the Québec Act and will continue to be
a “qualified corporation” until such time as all of the Resources Expenses
required to be renounced under the Subscription Agreements have been
incurred and validly renounced pursuant to the Québec Act;

(s) in the event that the Company fails to renounce the Resource Expenses
corresponding to 100% of the Flow-Through Proceeds by the applicable
deadline or if there is a reduction in the amount purported to be renounced,
the Company agrees to indemnify the Purchasers of Flow-Through Units as
set out in the Subscription Agreements entered into by each Purchaser of
Flow-Through Units and the Company; and

(t) after the Closing Date and prior to the commencement of any dewatering
work on the Elder Property, the Company will use its reasonable best
efforts to subscribe for insurance policies against risks of loss of or damage
to the Elder Property and assets and business thereof of such types as are
customary in the case of entities engaged in the same or similar businesses
to the full insurable value of such property, assets and business.
 - 24 -

9. DUE DILIGENCE.

Until the Closing Date, the Company shall at all times allow the Agent and its
representatives to conduct all due diligence investigations, examinations and oral due diligence
sessions which the Agent may reasonably require in order to fulfil its obligations as agent. The
Company 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 the
Agent, 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 its
professional advisers for legal, accounting and tax advice purposes and except as otherwise
required by law.

The Company will provide to the Agent all corporate, financial and operating
information and documentation regarding the Company, the Properties, the Securities and the
Offering, and will provide access to its senior management, facilities, employees, auditors, legal
counsel and consultants, which are reasonably necessary and sufficient to allow the Agent to
perform 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 the
Company.

10. INDEMNITY AND CONTRIBUTION.

The Company agrees to indemnify and save harmless the Agent, its affiliates and its
directors, officers, employees, partners, agents, advisors and shareholders (collectively, the
“Indemnified Parties” and individually, an “Indemnified Party”) from and against any and all
losses, claims, actions, suits, proceedings, damages, liabilities or expenses of whatsoever nature
or kind (excluding loss of profits), including the aggregate amount paid in reasonable settlement
of 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 in
enforcing this indemnity (each a “Claim”, collectively, the “Claims”) to which an Indemnified
Party 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 transaction
contemplated hereby whether performed before or after the Company’s execution of this
Agreement and to reimburse each Indemnified Party forthwith, upon demand, for any legal or
other 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 judgment
that has become non-appealable determines that an Indemnified Party was grossly negligent or
guilty of wilful misconduct in connection with a Claim in respect of which the Company has
advanced 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 such
Indemnified Party in respect of such Claim. The Company agrees to waive any right the
Company might have of first requiring the Indemnified Party to proceed against or enforce any
other right, power, remedy or security or claim payment from any other person before claiming
under this indemnity.

In case any action, suit, proceeding or claim is brought against an Indemnified Party or
an Indemnified Party has received notice of the commencement of any investigation in respect
 - 25 -

of which indemnity may be sought against the Company, the Indemnified Party will give the
Company 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 investigation
and 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. Failure
by 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 forfeiture
by 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 the
consent 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 Claim
and participate in the defence thereof, but the fees and expenses of such counsel will be at the
expense 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 the
Indemnified Party and the Indemnified Party will have been advised by
counsel to the Indemnified Party that there may be a conflict of interest
between the Company and the Indemnified Party; or
(c) there are one or more defences available to the Indemnified Party which are
different 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 the
Company’s account. The rights accorded to the Indemnified Parties hereunder will be in
addition 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 accordance
with the terms hereof) to the Indemnified Parties (or any of them) or is insufficient to hold them
harmless, the Company will contribute to the amount paid or payable by the Indemnified Parties
as a result of such Claims in such proportion as is appropriate to reflect not only the relative
benefits received by the Company or the Company’s shareholders on the one hand and the
Indemnified Parties on the other, but also the relative fault of the parties and other equitable
considerations which may be relevant. Notwithstanding the foregoing, the Company will in any
event contribute to the amount paid or payable by the Indemnified Parties as a result of such
Claim 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 the
Agent agrees to accept such trust and to hold and enforce such covenants on behalf of such
persons.

The Company agrees that no Indemnified Party will have any liability (either direct or
indirect, in contract or tort or otherwise) to the Company or any person asserting claims on the
Company’s behalf or in right for in or in connection with the Offering, except to the extent that
any losses, expenses, claims, actions, damages or liabilities incurred by the Company are
 - 26 -

determined by a court of competent jurisdiction in a final judgment (in a proceeding to which

the Agent is a party) that has become non-appealable to have resulted from gross negligence or
wilful misconduct of such Indemnified Party, including breach of contract.

The Company agrees to reimburse the Agent monthly for the time spent by the Agent’s
personnel 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 investigation
commenced in respect of the Company or the Company and the Agent and personnel of the
Agent will be required to testify, participate or respond in respect of or in connection with the
transaction contemplated hereby, the Agent will have the right to employ its own counsel in
connection therewith and the Company will reimburse the Agent monthly for the time spent by
its personnel in connection therewith at their normal per diem rates together with such
disbursements and reasonable out-of-pocket expenses as may be incurred, including fees and
disbursements of Agent’s counsel.

11. CONDITIONS OF CLOSING.

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

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

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

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

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

(e) the Agent shall have received a certificate addressed to the Agent and to the
Purchasers, 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 been
publicly disclosed at the date thereof:

(i) there has not been any event, occurrence or change that has had or
could reasonably be expected to have a Material Adverse Effect;
 - 27 -

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

(iii) no event of default under any material agreement or instrument

pursuant to which indebtedness of the Company has been created, and
no event which with the giving of notice or the passage of time, or
both, would constitute an event of default under any such agreement or
instrument, has occurred and is continuing and no default under any
agreement or instrument to which the Company is a party or subject
will occur as a result of the issue, sale and distribution of the Securities,
the entry into of the Transaction Documents, or the performance by the
Company of its obligations hereunder and thereunder;

(iv) there are no actions, suits, grievances, arbitration or alternative dispute

resolution processes, inquiries or proceedings, whether on behalf of or
against the Company pending or threatened against or affecting the
Company 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, which
may in any way have a Material Adverse Effect or which are material
to the Company;

(v) the representations and warranties of the Company contained herein

and in the Subscription Agreements, if any, are true and correct and all
the terms and conditions relating to the Company contained herein and
therein and required to be performed and complied with by the
Company by or at the Closing Time have been performed and complied
with 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 for
such purpose are pending or, to the knowledge of the Company,
threatened;

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

(g) all requirements shall have been met such that the Unit Shares, the Flow-
Through Shares, the Warrants, the Flow-Through Warrants, the Option
Shares, the Option Warrants, the Additional Shares and the Additional
Warrants, as applicable (as well as any securities issued directly or
indirectly upon exercise thereof), shall be freely tradable in the Qualifying
Jurisdictions upon expiration of a resale period of four months from the
applicable Closing Date pursuant to NI 45-102. The Company shall file all
applicable documents pursuant to NI 45-102 and shall have otherwise
complied with all requirements of NI 45-102 for the application of such
four month restricted period;
 - 28 -

(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 a
form acceptable to the Agent and Agent’s legal counsel, acting reasonably,
reflecting each of the Qualified Jurisdictions in which the Securities are
issued in connection with the Offering, and including the following
opinions:

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

(ii) that the Company has all requisite corporate capacity, power and
authority under the laws of Canada to carry on its business as now
carried on, to own and lease its property and assets, to enter into,
execute, deliver and perform its obligations under the Transaction
Documents and to create, issue, sell and deliver the Unit Shares, the
Flow-Through Shares, the Warrants, the Warrant Shares, the Flow-
Through Warrants, the Flow-Through Warrant Shares, the Agent’s
Compensation Options, the Option Shares, the Option Warrants, the
Option Warrant Shares, the Over-Allotment Option, the Additional
Shares, the Additional Warrants and the Additional Warrants Shares;

(iii) the authorized share capital of the Company consists of (i) an unlimited
number of Common Shares without par value of which
59,434,568 Common Shares were issued and outstanding as of the
close of business on December 22, 2009, (ii) an unlimited number of
Class A common shares without par value of which none were issued
and outstanding as of the close of business on December 22, 2009, and
(iii) an unlimited number of preferred shares of which none were issued
and outstanding as of the close of business on December 22, 2009;

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

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

(II) allotment and issuance of the Flow-Through Warrant Shares

upon exercise of the Flow-Through Warrants in accordance
with the provisions thereof;

(III) allotment and issuance of the Option Shares and Option

Warrants upon the exercise of the Agent’s Compensation
Options in accordance with the provisions thereof; and
 - 29 -

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

(v) all necessary corporate action has been taken by the Company to grant
the 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 purchase
price for any Additional Units;

(vi) each of this Agreement, the Subscription Agreements, the Warrant

Certificates, the Flow-Through Warrant Certificates, the Agent’s
Compensation Options Certificate, the Option Warrant Certificate and
the Additional Warrant Certificates has been duly authorized, executed
and delivered by and on behalf of the Company and constitutes a valid
and legally binding obligation of the Company enforceable against the
Company in accordance with its terms;

(vii) the execution and delivery of this Agreement, the Subscription

Agreements, the Warrant Certificates, the Flow-Through Warrant
Certificates, the Agent’s Compensation Options Certificate, the Option
Warrant Certificate and the Additional Warrant Certificates, the
performance by the Company of its obligations thereunder, the
creation, issuance, sale and delivery of the Unit Shares, the Flow-
Through Shares, the Warrants, the Flow-Through Warrants, the
Agent’s Compensation Options, the Option Warrants, in accordance
with the terms of this Agreement and the Subscription Agreements, the
issuance of the Warrant Shares upon the exercise of the Warrants in
accordance 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 the
Option Shares and the Option Warrants on the exercise of the Agent’s
Compensation Options and the issuance of the Additional Shares and
Additional Warrants on the exercise of the Over-Allotment Option in
accordance with the provisions thereof and the issuance of the Option
Warrant Shares on the exercise of the Option Warrants and the issuance
of the Additional Warrant Shares on the exercise of the Additional
Warrants in accordance with the provisions thereof, do not and will not
conflict with or result in any breach of the Articles and By-Laws of the
Company or any resolutions of the Company’s directors or
shareholders;

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

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

(x) the Warrant Shares have been validly authorized, set aside, reserved
and allotted for issuance and, when issued and delivered upon the due
 - 30 -

exercise of the Warrants in accordance with the provisions thereof, will

be validly issued as fully paid and non-assessable Common Shares of
the Company;

(xi) the Flow-Through Warrant Shares have been validly authorized, set
aside, reserved and allotted for issuance and, when issued and delivered
upon the due exercise of the Flow-Through Warrants in accordance
with 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 and
issued by the Company;

(xiii) the Option Shares have been validly authorized, set aside, reserved and
allotted for issuance and, when issued and delivered upon the due
exercise of the Agent’s Compensation Options in accordance with the
provisions 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 the
Company;

(xv) the Option Warrants Shares have been validly authorized, set aside,
reserved and allotted for issuance and, when issued and delivered upon
the due exercise of the Option Warrants in accordance with the
provisions 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 approved
for listing an additional maximum of  Common Shares of the
Company, which number also includes the Option Shares, Option
Warrants Shares, Additional Shares and Additional Warrant Shares, the
whole subject to the Company fulfilling all the requirements of the
Stock Exchange as set out in the Stock Exchange Letters on or before
January 31, 2010; [NTD: Please provide numbers]

(xvii) the offering, issuance and sale of the Unit Shares, Flow-Through
Shares, Warrants, Flow-Through Warrants, Additional Shares and
Additional Warrants to Purchasers resident in the Qualifying
Jurisdictions in accordance with the terms and conditions of this
Agreement and the Subscription Agreements is exempt from the
prospectus requirements of the Securities Laws, and no prospectus or
other document is required to be filed, no proceedings are required to
be taken and no approvals, permits, consents, orders or authorizations
of any regulatory authority are required to be obtained by the Company
under the Securities Laws to permit such offering, issuance and sale,
except for the filing by the Company within 10 days after the date the
trades are made, of a report with the British Columbia Securities
Commission, Alberta Securities Commission, Saskatchewan Financial
 - 31 -

Services Commission and the Autorité des marchés financiers of a

Form 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 is
exempt from the registration and prospectus requirements of the
Securities Laws, and no prospectus or other document is required to be
filed, no proceedings are required to be taken and no approvals,
permits, consents, orders or authorizations of any regulatory authority
are required to be obtained by the Company under the Securities Laws
to permit such grant, issuance and delivery, except for reporting of such
trade in the report referred to in paragraph (xvii) above;

(xix) the issuance of the Warrant Shares to the Purchasers upon the exercise
of the Warrants, in accordance with the provisions thereof will be
exempt from the registration and prospectus requirements of the
Securities Laws and no prospectus or other document will be required
to be filed, no proceedings will be required to be taken and no
approvals, permits, consents, orders or authorizations of any regulatory
authority will be required to be obtained by the Company under the
Securities Laws to permit such issuance;

(xx) the issuance of the Flow-Through Warrant Shares to the Purchasers

upon the exercise of the Flow-Through Warrants, in accordance with
the provisions thereof will be exempt from the registration and
prospectus requirements of the Securities Laws and no prospectus or
other document will be required to be filed, no proceedings will be
required to be taken and no approvals, permits, consents, orders or
authorizations of any regulatory authority will be required to be
obtained by the Company under the Securities Laws to permit such
issuance;

(xxi) the issuance of the Option Shares and the Option Warrants to the Agent
upon the exercise of the Agent’s Compensation Options in accordance
with the provisions thereof will be exempt from the registration and
prospectus requirements of the Securities Laws and no prospectus or
other document will be required to be filed, no proceedings will be
required to be taken and no approvals, permits, consents, orders or
authorizations of any regulatory authority will be required to be
obtained by the Company under the Securities Laws to permit such
issuance;

(xxii) the issuance of the Option Warrants Shares to the Agent upon the
exercise of the Option Warrants in accordance with the provisions
thereof will be exempt from the registration and prospectus
requirements of the Securities Laws and no prospectus or other
document will be required to be filed, no proceedings will be required
to be taken and no approvals, permits, consents, orders or
authorizations of any regulatory authority will be required to be
 - 32 -

obtained by the Company under the Securities Laws to permit such

issuance;

(xxiii) The first trade in the Qualifying Jurisdictions of the Unit Shares, the
Flow-Through Shares, the Warrants, the Flow-Through Warrants, the
Additional Shares or the Additional Warrants by the Purchasers will be
a “distribution” within the meaning of the Securities Laws and will be
subject to the prospectus requirements of the Securities Laws, unless
otherwise 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 distribution
of the Units;

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

Shares, the Warrants, the Flow-Through Warrants, the
Additional Shares and the Additional Warrants or the
ownership statements evidencing book-entry only certificates
of such securities, as the case may be, carry a legend stating
“Unless permitted under securities legislation, the holder of this
security must not trade the security 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 defined

in NI 45-102;

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

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

(VI) no unusual effort is made to prepare the market or to create a

demand for the Unit Shares, the Flow-Through Shares, the
Warrants, the Flow-Through Warrants, the Additional Shares
or the Additional Warrants that are the subject 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 or

officer of the Company, the selling security holder has no
reasonable grounds to believe that the Company is in default of
securities legislation (as such term is defined in National
Instrument 14-101 - Definitions);

(xxiv) the first trade in the Qualifying Jurisdictions of the Warrant Shares and
the Flow-Through Warrant Shares by the Purchasers thereof, or of the
Option Shares or the Option Warrant Shares, by the Agent, will be a
 - 33 -

“distribution” within the meaning of the Securities Laws and will be

subject to the prospectus requirements of the Securities Laws, unless
otherwise 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 distribution
of the Warrants (in the case of a trade of Warrant Shares), the
Flow-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 or
Option Warrants Shares), as the case may be;

(III) if the Warrant Shares, Flow-Through Warrant Shares, Option

Warrants, Option Shares or Option Warrants Shares, as the
case 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, the
certificates representing such Warrant Shares, Flow-Through
Warrant Shares, Option Warrants, Option Shares or Option
Warrants 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 securities
legislation, the holder of this security must not trade the
security 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 defined

in NI 45-102;

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

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

(VI) no unusual effort is made to prepare the market or to create a

demand for the Warrant Shares, Flow-Through Warrant Shares,
the Option Shares or the Option Warrants Shares that are the
subject 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 or

officer of the Company, the selling security holder has no
reasonable grounds to believe that the Company is in default of
securities legislation (as such term is defined in National
Instrument 14-101 Definitions);
 - 34 -

(xxv) The Company is a “reporting issuer” as defined in the Securities Laws

of the Provinces of British Columbia, Alberta and Québec and, as of
the date hereof, is not included in a list of defaulting reporting issuers
maintained 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 the
Purchasers) and the Agent’s legal counsel, in a form acceptable to the
Agent and the Agent’s legal counsel, acting reasonably, respecting
ownership of the mineral titles relating to the Elder Mining Property (as
defined in such opinion);

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

(k) as at the Closing Time, all covenants, agreements and obligations of the
Company hereunder, under the Subscription Agreements required to be
performed or complied with on or before the Closing Time shall have been
so performed or complied with and all conditions required to be complied
with by the Company shall have been complied with.

In providing its opinions, counsel may, where appropriate, rely on the opinions of local counsel
and, with respect to factual matters relevant to such opinions, may rely on certificates of officers
of the Company, other certificates issued by regulatory agencies and letters issued by the
Company’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 in
Montreal, Québec at the Closing Time on the applicable Closing Date or at such other time or
on 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 Agent
on 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, the
Warrants, 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 for
issue, as determined by CDS) in such number and denomination and
bearing the registration particulars as the Agent may, in writing, notify the
Company prior to the Closing Time, and which shall in any case equal, in
the aggregate (to the exception of the Agent’s Compensation Options), the
total number of Units sold in the Offering;

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

hereof; and
 - 35 -

(c) such further documentation as may be contemplated herein or as counsel to

the Agent or the applicable Regulatory Authorities may reasonably require
against receipt of a wire transfer (or bank draft or certified cheque) for the
aggregate proceeds from the Offering, net of the aggregate amount of the
Agency Fee and the Agent’s Expenses and such documentation as may be
contemplated 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 material
fact; (iii) the development of any material fact; or (iv) the Agent becomes
aware of any undisclosed material fact that, in the opinion of the Agent
acting reasonably and in good faith, adversely affects or could reasonably
be 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 or
any order is made or issued under or pursuant to any statute of Canada or
the Qualifying Jurisdictions or the Stock Exchange in relation to the
Company or any of its securities, which, in the opinion of the Agent, acting
reasonably and in good faith, prevents or restricts the distribution of the
Units or adversely affects or might reasonably be expected to adversely
affect 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 be
marketed 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 or
international consequence including any act of terrorism, war or like event
or any law or regulation, which, in the opinion of the Agent, acting
reasonably and in good faith, might reasonably be expected to affect the
market price or value of the Units; or

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

the Agent shall be entitled, at its option, to terminate and cancel the Agent’s obligations to the
Company under this Agreement by written notice to that effect given to the Company at the
address shown in Section 16 prior to the Closing Time. In the event of any such termination, the
Company’s obligations under this Agreement to the Agent shall be at an end, except for any
liability of the Company with respect to the expenses of the Agent and the indemnity and
contribution provisions hereof which shall survive any termination of this Offering or this
Agreement.
 - 36 -

The rights of termination contained in this Section 13 are in addition to any other rights
or remedies the Agent may have in respect of any default, misrepresentation, act or failure to act
of 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 as
follows:

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

(b) the Agent is a valid and subsisting corporation duly incorporated and in
good 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 deliver
any Units to any person in any jurisdiction other than in the Qualifying
Jurisdictions, except in a manner which is exempt from registration and
prospectus requirements under applicable securities laws and which does
not require the Company to file a prospectus or register any of its securities
or to comply with ongoing filing or disclosure or other similar
requirements;

(d) the Agent will obtain from each Purchaser of Units an executed
Subscription Agreement and all other applicable forms, reports,
undertakings and documentation required under the applicable Securities
Laws 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 and
its role in any press release or other public communication issued by the Company with respect
to the Offering. If the Offering is successfully completed, and provided the Agent is not in
breach of any material provision hereof, the Agent will be permitted to publish, at its own
expense, 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 covenants
and agreements of the Company herein, to the extent that they are required
to be performed on or before Closing, shall be construed as conditions and
any material breach or failure to comply with any thereof shall entitle the
Agent, in addition to and not in lieu of any other remedies the Agent has in
 - 37 -

respect thereof, to terminate any obligation hereunder by written notice to

that effect given to the Company prior to the Closing Time. It is understood
that the Agent may waive in whole or in part or extend the time for
compliance with any of such terms and conditions without prejudice to its
rights in respect of any other of such terms and conditions or any other
subsequent breach or non-compliance, provided that to be binding on the
Agent any such waiver or extension must be in writing.

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

(i) to the Company at:

Abcourt Mines Inc.

506 des Falaises
Mont St-Hilaire, Québec
J3H 5R7

Attention: Renaud Hinse, President and Chief Executive Officer

Telephone: (450) 446-5511
Fax: (450) 446-3550

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

Me Julie Godard
101-A Avenue Principale
Suite 200
Rouyn-Noranda, Québec
J9X 4P1

Telephone: (819) 797-9336

Fax: (819) 797-2454

(ii) to the Agent at:

Northern Securities Inc.

2000 McGill College Avenue
Suite 1950
Montreal, Québec
H3A 3H3

Attention: Christophe Romary

Telephone: (514) 288-4644
Fax: (514) 288-5996
 - 38 -

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

Heenan Blaikie LLP

1250 René-Lévesque Blvd. West
Suite 2500
Montreal, Québec
H3B 4Y1

Attention: Me Eric Levy

Telephone: (514) 846-2256
Fax: (514) 921-1256

or such other address or facsimile number as such party may hereafter

designate by notice in writing to the other party. If a notice is delivered, it
shall be effective from the date of delivery and if such notice is faxed (with
receipt 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 herein

contained shall survive the Closing Date and shall continue in full force and
effect unaffected by any subsequent disposition by the Purchasers of the
Units for a period of two (2) years after the Closing Date. The Agent shall
not 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 the
indemnification 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 (including

counterparts by facsimile and e-mail) and all such counterparts taken
together will be deemed to constitute one and the same instrument. The
party sending the facsimile or e-mail transmission will forthwith thereafter
deliver the original signed counterpart to the other party, however, failure
to so deliver the original signed counterpart shall not invalidate this
Agreement.

(f) The provisions herein contained constitute the entire agreement between
the parties and, subject to the following sentence, supersede all previous
communications, representations, understandings and agreements between
the parties with respect to the subject matter hereof whether verbal or
written, including, without limitation, the engagement letter of the Agent
dated December 2, 2009, and accepted by the Company on the same date,
and other letters of engagement by the Agent accepted by the Company
which were superseded by such letter of engagement of December 2, 2009.
 - 39 -

(g) If any provision of this Agreement is determined to be illegal, invalid or

unenforceable, that provision will be severed from this Agreement and the
remaining provisions will remain in full force and effect.

(h) This Agreement will enure to the benefit of and be binding upon the parties
hereto and their respective successors and assigns provided that no party
may assign this Agreement or any rights or obligations hereunder without
the prior written consent of the other parties.

(i) This Agreement shall be governed and construed in accordance with the
laws of the Province of Québec and the laws of Canada applicable therein
and shall be treated in all respects as a Québec contract. Each party hereby
irrevocably 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 to
be in the English language and each of them does hereby consent to any
documentation, notices or legal proceedings provided for herein, issued
hereunder, or relating directly or indirectly hereto, being in the English
language. 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]

 - 40 -

If the foregoing Agency Agreement is in accordance with your understanding, will you
please confirm your acceptance by signing the enclosed copies in the place indicated and by
returning 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 as
of 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 the
property)

- Vezza Property (wholly owned property)

HBdocs - 7715100v4