Exhibit
4.1


 


SUBSCRIPTION AGREEMENT


 


This Subscription Agreement (this “Agreement”)
is dated as of November 2, 2007, between Mines Management, Inc., an Idaho
corporation (the “Company”) and Silver Wheaton Corp., a corporation
continued under the laws of the Province of Ontario (the “Subscriber”).


 


WHEREAS, subject to the terms and conditions set forth
in this Agreement and in reliance on Section 4(2) of the Securities Act,
Regulations S promulgated thereunder and National Instrument 45-106 –
Prospectus and Registration Exemptions, the Company desires to issue and sell to the
Subscriber, and the Subscriber desires to subscribe for, shares of the Company’s
Common Stock (the “Offering”), as more fully described in this
Agreement.


 


NOW, THEREFORE, IN CONSIDERATION of the mutual
covenants contained in this Agreement, and for other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the
Company and the Subscriber agree as follows:


 


ARTICLE I.

DEFINITIONS


 


1.1           Definitions.
In addition to the terms defined elsewhere in this Agreement, the following
terms have the meanings indicated in this Section 1.1:


 


“Affiliate” means any Person that, directly or
indirectly through one or more intermediaries, controls or is controlled by or
is under common control with a Person as such terms are used in and construed
in Rule 144 under the Securities Act. With respect to the Subscriber, any
investment fund or managed account that is managed on a discretionary basis by
the same investment manager as the Subscriber will be deemed to be an Affiliate
of the Subscriber.


 


“AMEX” means the American Stock Exchange.


 


“Applicable Securities Laws” shall have the
meaning ascribed to such term in Section 2.3(d).


 


“Claims” shall have the meaning ascribed to such
term in Section 3.1(i).


 


“Closing” means the closing of the purchase and
sale of the Shares pursuant to Section 2.2.


 


“Closing Date” shall have the meaning ascribed
to such term in Section 2.2.


 


“Commission” means the United States Securities
and Exchange Commission.


 


“Common Stock” means the common stock of the
Company, par value US$0.001 per share, and any other class of securities into
which such securities may hereafter be reclassified or changed into.


 


“Environmental Laws” shall have the meaning ascribed
to such term in Section 3.1(m).


 


“Exchange Act” means the Securities Exchange
Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 

















 


“Intellectual Property Rights” shall have the
meaning ascribed to such term in Section 3.1(l).


 


“Material Adverse Effect” shall have the
meaning ascribed to such term in Section 3.1(j).


 


“Montanore Project” means the Company’s
Montanore Silver-Copper Project.


 


“Person” means an individual or corporation,
partnership, trust, incorporated or unincorporated association, joint venture,
limited liability company, joint stock company, government (or an agency or
subdivision thereof) or other entity of any kind.


 


“Proceeding” means an action, claim, suit,
investigation or proceeding (including, without limitation, an investigation or
partial proceeding, such as a deposition), whether commenced or threatened.


 


“Public Reports” shall have the meaning
ascribed to such term in Section 3.1(o).


 


“Purchase Price” shall have the meaning
ascribed to such term in Section 2.1.


 


“Registration Rights Agreement” means that
certain Registration Rights Agreement between the Company and the Subscriber,
dated as of an even date herewith.


 


“Regulator” shall have the meaning ascribed to
such term in Section 2.3(f).


 


“Right of First Refusal Agreement” means that
certain Right of First Refusal Agreement between the Company and the
Subscriber, dated as of an even date herewith.


 


“Securities Act” means the Securities Act of
1933, as amended, and the rules and regulations promulgated thereunder.


 


“Shares” means the shares of Common Stock
issued or issuable to the Subscriber pursuant to this Agreement.


 


“Stock Exchanges” shall mean the AMEX and the
TSX.


 


“Subsidiary” means any subsidiary of the
Company.


 


“Trading Day” means a day on which the Common
Stock is traded on a Trading Market.


 


“Trading Market” means any of the following
markets or exchanges on which the Common Stock is listed or quoted for trading
on date of determination: the Nasdaq Stock Market, the TSX, the AMEX, the New
York Stock Exchange, the Nasdaq National Market or the OTC Bulletin Board.


 


“Transaction Documents” means this Agreement,
the Right of First Refusal Agreement, the Registration Rights Agreement and any
other documents or agreements executed in connection with the transactions
contemplated hereunder.


 


“TSX” means the Toronto Stock Exchange.

















 


ARTICLE II.

TERMS OF THE OFFERING, CLOSING


 


2.1           Purchase
and Sale. Upon the terms and subject to the conditions set forth herein, at
the Closing, the Company agrees to sell, and the Subscriber agrees to purchase,
Two Million Five Hundred Thousand (2,500,000) shares of Common Stock at a price
of Four Dollars (US$4.00) per share (the “Shares”), for a total purchase
price of Ten Million Dollars (US$10,000,000.00) (the “Purchase Price”). The
Shares are to be registered in the name of the Subscriber and at the address
set forth as the “Subscriber’s Address” on the signature page hereto.


 


2.2           Closing. The
Closing shall take place at the offices of Davis Graham & Stubbs LLP, 1550
Seventeenth Street, Suite 500, Denver, Colorado 80202, at 8:00 a.m. (Eastern
Time) on November 5, 2007, or at such other place, time and date as the parties
hereto may mutually agree. The date and time of such Closing are herein
referred to as the “Closing Date.”


 


2.3           Closing Conditions
for the Benefit of the Company. The Subscriber acknowledges that the offer,
sale and issuance of the Shares as contemplated by this Agreement is subject
to, among other things, the following conditions being fulfilled or performed
on or before the Closing Date, which conditions are for the exclusive benefit
of the Company and may be waived, in whole or in part, by the Company in its
sole discretion:


 


(a)           The
accuracy of the representations and warranties of the Subscriber contained in
this Agreement as of the date of this Agreement, and as of the Closing Date as
if made at and as of the Closing Date;


 


(b)           All
covenants, agreements and conditions contained in this Agreement to be
performed by the Subscriber on or prior to the Closing Date shall have been
performed or complied with in all material respects;


 


(c)           The
Subscriber delivering to the Company:


 


(i)            Fully
completed and duly executed copies of:


 


(A)      this Agreement;


 


(B)        the
Registration Rights Agreement; and


 


(C)        the Right of
First Refusal Agreement; and


 


(ii)           The
Purchase Price, by wire transfer of immediately available funds in accordance
with the Company’s wiring instructions, attached hereto as Schedule “A”;


 


(d)           The
offer, sale and issuance of the Shares being exempt from the prospectus and
registration requirements of Applicable Securities Laws. As used in this
Agreement, “Applicable Securities Laws” means any and all securities
laws including, statutes, rules, regulations, by-laws, policies, guidelines,
orders, decisions, rulings and awards, applicable in the jurisdictions in which
the Shares will be offered, sold and issued, including but not limited to the
Securities Act;


 


(e)           The
Subscriber executing and delivering to the Company a completed accredited investor
certificate, in the form attached hereto as Appendix “A”;


 

















 


(f)            The
Company obtaining all orders, permits, approvals, waivers, consents, licenses
or similar authorizations of Regulators necessary to complete the offer, sale
and issuance of the Shares. As used in this Agreement, “Regulator” means
any U.S. or Canadian (i)  governmental or
public entity, department, court, commission, board, bureau, agency or
instrumentality, (ii) quasi-governmental, self regulatory or private body
exercising any regulatory authority, and (iii) stock exchange; and


 


(g)           All
documentation relating to the offer, sale and issuance of the Shares being in
form and substance satisfactory to the Company.


 


2.4           Closing Conditions
for the Benefit of the Subscriber. The Company acknowledges that the offer,
sale and issuance of the Shares as contemplated by this Agreement is subject
to, among other things, the following conditions being fulfilled or performed
on or before the Closing Date, which conditions are for the exclusive benefit
of the Subscriber and may be waived, in whole or in part, by the Subscriber in
its sole discretion:


 


(a)           The
accuracy of the representations and warranties of the Company contained in this
Agreement as of the date of this Agreement, and as of the Closing Date as if
made at and as of the Closing Date;


 


(b)           All
covenants, agreements and conditions contained in this Agreement to be
performed by the Company on or prior to the Closing Date shall have been
performed or complied with in all material respects;


 


(c)           The
Company shall have delivered to the Subscriber or the Subscriber’s counsel the
following items:


 


(i)            The
certificate representing the Shares purchased by the Subscriber registered in
the name of the Subscriber and at the address set forth as the “Subscriber’s
Address” on the signature page hereto;


 


(ii)           A
copy of each of the Transaction Documents, duly executed by the Company;


 


(iii)          A copy of a certificate executed by the chief
executive officer or the chief financial officer of the Company in form and
substance reasonably satisfactory to the Subscriber, confirming such matters as
may be reasonably requested by the Subscriber or its counsel, including but not
limited to, certified copies of constating documents, board resolutions and
other corporate matters relating to the issuance of the Shares and the good
standing of the Company and its Subsidiaries;


 


(iv)          Opinions
of counsel to the Company in such form and substance as is satisfactory to the
Subscriber, relating to, among other things, the issuance and sale of the
Shares under the Securities Act and applicable Canadian securities laws and the
good standing of the Company and its Subsidiaries;


 


(v)           An opinion of counsel to the Company in such
form and substance as is reasonably satisfactory to the Subscriber, relating to
the due incorporation and valid existence of each of the Company and Newhi,
Inc., a Washington corporation, and as to the absence of conflict among the
Transaction Documents and the laws, rules and regulations of the State of
Idaho;


 

















 


(vi)          A
certificate of good standing or the equivalent with respect to the Company and
each of its Subsidiaries;


 


(vii)         A certificate from Computershare Investor
Services Inc. as to the number of shares of Common Stock issued and outstanding
as at a date which is not more than one (1) business day prior to the Closing
Date; and


 


(viii)        Such other documents relating to the
transactions contemplated by this Agreement as the Subscriber or its counsel
may reasonably request.


 


ARTICLE III.

REPRESENTATIONS, WARRANTIES AND ACKNOWLEDGEMENTS


 


3.1           Representations
and Warranties of the Company. Except as set forth under the corresponding
section of the Schedules hereto, which Schedules shall be deemed a part hereof,
the Company hereby makes the representations and warranties set forth below to
the Subscriber as of the date hereof and as of the Closing Date:


 


(a)           Organization
and Qualifications.


 


(i)            The
Company has been duly incorporated and is an existing corporation in good
standing under the laws of the State of Idaho, with power and authority
(corporate and other) to own and operate its properties and conduct its
business, as currently conducted. The Company is duly qualified to do business
as a foreign corporation in good standing in all other jurisdictions in which
its ownership or lease of property or the conduct of its business, as currently
conducted, requires such qualification.


 


(ii)           Each
Subsidiary has been duly incorporated and is an existing corporation in good
standing under the laws of the jurisdiction of its incorporation, with power
and authority (corporate and other) to own its properties and conduct its
business, as currently conducted. Each Subsidiary is duly qualified to do
business as a foreign corporation in good standing in all other jurisdictions
in which its ownership or lease of property or the conduct of its business
requires such qualification; all of the issued and outstanding capital stock of
each Subsidiary has been duly authorized and validly issued and is fully paid
and non-assessable; and the capital stock of each Subsidiary owned by the
Company, directly or through Subsidiaries, is owned free from liens,
encumbrances and defects.


 


(b)           Shares.
The Shares have been duly authorized and when delivered and paid for in
accordance with this Agreement, such Shares will have been validly issued,
fully paid and non-assessable. The shareholders of the Company have no
pre-emptive rights with respect to the Shares.


 


(c)           No
Brokers. Schedule 3.1© sets forth each brokerage commission, finder’s
fee or other like payment payable by the Company in respect of the Offering.
There are no contracts, agreements or understandings between the Company and
any person that would give rise to a valid claim against the Subscriber for a
brokerage commission, finder’s fee or other like payment arising out of the
Offering.


 


(d)           Registration
Rights. There are no contracts, agreements or understandings between the
Company and any person other than the Subscriber granting such person the right
to require the Company to file a registration statement under the Securities
Act with respect to any securities of the Company owned or to be owned by such
person or to require the Company to include such securities in any registration
statement filed in accordance with the terms of the Registration Rights
Agreement.


 

















 


(e)           Listing.
The outstanding shares of Common Stock are, and at the Closing, the Shares will
be, duly listed on the Stock Exchanges and no order, ruling or determination
having the effect of ceasing or suspending trading in the Common Stock is
currently outstanding and no proceeding for such purposes has been instituted
or, to the best of the Company’s knowledge, are pending, contemplated or
threatened by any Stock Exchange.


 


(f)            Consents.
No consent, approval, authorization, or order of, or filing with, any
governmental agency or body or any court is required for the consummation of
the transactions contemplated by this Agreement in connection with the issuance
and sale of the Shares by the Company, except such as have been obtained and
made under Applicable Securities Laws.


 


(g)           No
Conflicts. The execution, delivery and performance of the Transaction
Documents, the issuance and sale
of the Shares and the application of the net proceeds therefrom as described in
Section 5.2, will not result in a breach or violation of any of the terms
and provisions of, or constitute a default under, any statute, any rule,
regulation, judgment, decree or order of any governmental agency or body or any
court having jurisdiction over the Company or any Subsidiary or any of their
respective properties, or any agreement, mortgage, deed of trust, indenture,
note, bond, license or instrument to which the Company or any such Subsidiary
is a party or by which the Company or any such Subsidiary is bound or to which
any of the properties of the Company or any such Subsidiary is subject, or the
charter or by-laws of the Company or any such Subsidiary, and the Company has
full power and authority to authorize, issue and sell the Shares as
contemplated by this Agreement.


 


(h)           Authorization;
Enforceability. The Company has the requisite corporate power and authority
to enter into the Transaction Documents and to issue and sell the Shares in
accordance with the terms hereof. The Transaction Documents have been duly
authorized, executed and delivered by the Company, with no further consent or
authorization of the Company, its officers or directors being required, and
constitute legal, valid and binding obligations of the Company, enforceable in
accordance with their terms, subject to
the effect of bankruptcy, insolvency, reorganization, arrangement, moratorium,
fraudulent conveyance or other similar laws affecting creditors generally.


 


(i)            Title
to Property. Except as set forth in Appendix B and on Schedule 3.1(i), the
Company and its Subsidiaries have good and defensible record title to all of
the patented mining claims and millsites owned by them, in each case free from
liens, encumbrances and defects that would materially affect the value thereof
or materially interfere with the use made or to be made thereof by them. With
respect to each of the unpatented mining claims, millsites and tunnel sites
(collectively, the “Claims”) owned by the Company or any of its
Subsidiaries and material to the development of the Montanore Project: (i)
subject to the paramount title of the United States of America and the rights
of third parties to use of the surface, the Company or its Subsidiaries hold
the possessory interest therein; (ii) they were properly laid out and monumented
on available public domain land open to appropriation by mineral location;
(iii) location notices and certificates were timely and properly recorded and
filed with appropriate governmental agencies, and all payments required in
connection therewith were timely and properly made; (iv) assessment work of a
nature sufficient to hold the unpatented mining claims has been timely and
properly performed, and all claim maintenance and related fees have been timely
paid as required by law in order to maintain the Claims; and (v) all affidavits
of assessment work, notices of intent to hold, evidence of payment of claim
maintenance fees, and other filings required to maintain the Claims in good
standing have been properly and timely recorded or filed with appropriate
governmental agencies. Notwithstanding
the foregoing, the Company makes no representation or warranty as to (i)
whether any of the unpatented mining claims contains a discovery of valuable
minerals, (ii) the absence of any conflicting patented or unpatented mining
claims, (iii) whether its current uses of or activities on the unpatented
mining claims and the millsites are sufficient to maintain those claims and
millsites. The 


 

















 


Company and its Subsidiaries
hold any leased real or personal property under valid and enforceable leases
with no exceptions that would materially interfere with the use made or to be
made thereof by them.


 


(j)            Licenses
and Permits. Except as set forth in Appendix B and on Schedule 3.1(j), the
Company and its Subsidiaries (i) possess adequate certificates,
authorities, licenses or permits or other approvals issued by appropriate
governmental agencies or bodies necessary to conduct the business now operated
by them as it is currently being operated; (ii) are in compliance, with the
terms and conditions of any such certificates, authorities, licenses, permits
or other approvals, except for any such non-compliance that would not
individually or in the aggregate have a material adverse effect on the
condition (financial or other), business, properties, or results of operations
of the Company and its Subsidiaries, taken as a whole and/or any condition,
circumstance or situation that would prohibit or otherwise materially interfere
with the ability of the Company to perform any of its obligations under this
Agreement (“Material Adverse Effect”);
and (iii) have not received any notice of proceedings relating to the
revocation or modification of any such certificate, authority or permit that,
if determined adversely to the Company or any of its Subsidiaries, would
individually or in the aggregate have a Material
Adverse Effect.


 


(k)           Employee
Relations. No labor dispute with the employees of the Company or any
Subsidiary exists or, to the knowledge of the Company, is imminent that would
be reasonably likely to have a Material Adverse Effect.


 


(l)            Intellectual
Property. The Company and its Subsidiaries own, possess or can acquire on
reasonable terms, adequate trademarks, trade names and other rights to
inventions, know-how, patents, copyrights, confidential information and other
intellectual property (collectively, “Intellectual Property Rights”) needed in the conduct of its
business as it is currently being operated, and have not received any notice of
infringement of or conflict with asserted rights of others with respect to any
Intellectual Property Rights that, if determined adversely to the Company or
any of its Subsidiaries, would individually or in the aggregate have a Material
Adverse Effect.


 


(m)          Environmental
Laws. Neither the Company nor any of its Subsidiaries (i) is in
violation of any statute, any rule, regulation, decision or order of any
governmental agency or body or any court, domestic or foreign, relating to the
use, disposal or release of hazardous or toxic substances or relating to the
protection or restoration of the environment or human exposure to hazardous or
toxic substances  (collectively, “Environmental Laws”), or
(ii) owns or operates any real property contaminated with any substance
that is subject to any Environmental Laws, is liable for any off-site disposal
or contamination pursuant to any Environmental Laws, or is subject to any claim
relating to any Environmental Laws, which violation, contamination, liability
or claim would individually or in the aggregate have a Material Adverse Effect;
and the Company is not aware of any pending investigation which might lead to
such a claim.


 


(n)           Compliance
with Laws. Except as set forth in Schedule 3.1(j), each of the Company and
its Subsidiaries (i) has conducted and is conducting its business in
compliance in all material respects with all applicable laws and regulations of
each jurisdiction in which each of them carries on business (including, without
limitation, all applicable exploration permits and concessions), and (ii) has
not received a notice of non-compliance, nor knows of any facts that could give
rise to a notice of non-compliance with any such laws, regulations or permits,
except, in each case, for any such non-compliance that would not, individually
or in the aggregate, have a Material Adverse Effect.


 


(o)           Public
Reports. The Company is subject to the reporting requirements of either
Section 13 or Section 15(d) of the Exchange Act, as well as the reporting
requirements of the Canadian securities regulatory authorities, and files
reports with the Commission on EDGAR and with the Canadian 


 

















 


securities regulatory authorities on SEDAR. The
Company has filed all reports, schedules, forms, statements and other documents
required to be filed by it under Applicable Securities Laws, including the
Securities Act and the Exchange Act, including pursuant to Section 13(a) or
15(d) thereof, for the two years preceding the date hereof (the foregoing
materials, including the exhibits thereto and documents incorporated by reference
therein, being collectively referred to herein as the “Public Reports”)
on a timely basis or has received a valid extension of such time for filing and
has filed any such Public Reports prior to the expiration of any such extension.
As of their respective dates, the Public Reports complied in all material
respects with the requirements of the Applicable Securities Laws, including the
Securities Act and the Exchange Act and the rules and regulations of the
Commission promulgated thereunder, and the Public Reports, when filed, were
true and correct in all material respects, and no fact or facts have occurred
since the date of the latest Public Report that would make such disclosure
misleading in any material respect or omit any material fact necessary to make
such disclosure true and correct in all material respects.


 


(p)           Litigation.
There are no pending actions, suits or proceedings against or affecting the
Company, any of its Subsidiaries or any of their respective properties that if
determined adversely to the Company or any of its Subsidiaries would
individually or in the aggregate have a Material Adverse Effect, or would
materially and adversely affect the ability of the Company to perform its
obligations under this Agreement, or which are otherwise material in the
context of the sale of the Shares; and no such actions, suits or proceedings
are threatened or, to the Company’s knowledge, contemplated.


 


(q)           Financial
Statements. The financial statements included in the Public Reports present
fairly the financial position of the Company and its consolidated Subsidiaries
as of the dates shown and their results of operations and cash flows for the
periods shown, and such financial statements have been prepared in conformity
with the generally accepted accounting principles in the United States applied
on a consistent basis, and are not required to have been reconciled to
generally accepted accounting principles in Canada under Applicable Securities
Law. All disclosures contained or incorporated by reference in the Public
Reports, if any, of “non-GAAP financial measures” (as such term is defined by
the rules and regulations of the Commission) comply with Regulation C of the
Exchange Act and Item 10 of Regulation S K under the Exchange Act, to the
extent applicable.


 


(r)            Internal
and Disclosure Controls.


 


(i)            The
Company and its Subsidiaries maintain a system of internal accounting controls
sufficient to provide reasonable assurance that: (i) transactions are executed
in accordance with management’s general or specific authorization; (ii)
transactions are recorded as necessary to permit preparation of financial
statements in conformity with generally accepted accounting principles in the
United States and to maintain accountability for assets; (iii) access to assets
is permitted only in accordance with management’s general or specific
authorization; and (iv) the recorded accountability for assets is compared with
existing assets at reasonable intervals and appropriate action is taken with
respect to any differences.


 


(ii)           The
Company has established and maintains and evaluates “disclosure controls and
procedures” (as such term is defined in Rule 13a-15 and 15d-15 under the
Exchange Act) and “internal control over financial reporting” (as such term is
defined in Rule 13a-15 and 15d-15 under the Exchange Act); such disclosure
controls and procedures are designed to ensure that material information
relating to the Company, including its consolidated Subsidiaries, is made known
to the Company’s chief executive officer and its chief financial officer by
others within those entities in a timely fashion in order to ensure accurate
disclosure in the Company’s public reports filed under the Exchange 


 

















 


Act, and such disclosure controls and procedures are
effective to perform the functions for which they were established.


 


(s)           Material
Changes. Since the date of the latest audited financial statements included
in the Public Reports, there has been no change that would constitute a
Material Adverse Effect, nor any development or event involving a prospective
change that would constitute a Material Adverse Effect, in the condition
(financial or other), business, properties or results of operations of the
Company and its Subsidiaries, taken as a whole, and there has been no dividend
or distribution of any kind declared, paid or made by the Company on any class
of its capital stock.


 


(t)            Labor
Relations. Neither the Company nor any of its Subsidiaries is engaged in
any unfair labor practice; except for matters which would not, individually or
in the aggregate, have a Material Adverse Effect, (i) there is (A) no unfair
labor practice complaint pending or, to the Company’s knowledge, threatened
against the Company or any of its Subsidiaries before the National Labor
Relations Board, and no grievance or arbitration proceeding arising out of or
under collective bargaining agreements is pending or, to the Company’s
knowledge, threatened, (B) no strike, labor dispute, slowdown or stoppage
pending or, to the Company’s knowledge, threatened against the Company or any
of its Subsidiaries and (C) no union representation dispute currently existing
concerning the employees of the Company or any of its Subsidiaries, (ii) to the
Company’s knowledge, no union organizing activities are currently taking place
concerning the employees of the Company or any of its Subsidiaries, and (iii)
there has been no material violation of any federal, state, local or foreign
law relating to discrimination in the hiring, promotion or pay of employees,
any applicable wage or hour laws or any provision of the Employee Retirement
Income Security Act of 1974, as amended, or the rules and regulations
promulgated thereunder concerning the employees of the Company or any of its
Subsidiaries.


 


(u)           Tax.
All tax returns required to be filed by the Company and its Subsidiaries have
been timely filed, and all taxes and other assessments of a similar nature
(whether imposed directly or through withholding), including any interest,
additions to tax or penalties applicable thereto due or claimed to be due from
such entities, have been timely paid, other than those being contested in good
faith and for which adequate reserves have been provided.


 


(v)           Insurance.
Each of the Company and its Subsidiaries maintains insurance covering its
properties, operations, personnel and businesses as the Company reasonably
deems adequate; such insurance insures against such losses and risks to an
extent which is adequate in accordance with customary industry practice to
protect the Company and its Subsidiaries and their respective businesses; all
such insurance is fully in force on the date hereof and will be fully in force
at the Closing Date, if any; neither the Company nor any of its Subsidiaries
has reason to believe that it will not be able to renew any such insurance as
and when such insurance expires.


 


(w)          Securities
Act of 1933. Based in material part upon the representations herein of the
Subscriber, the Company has complied and will comply with all applicable
federal and state securities laws in connection with the offer, issuance and
sale of the Shares. Neither the Company nor anyone acting on its behalf,
directly or indirectly, has or will sell, offer to sell or solicit offers to
buy any of the Shares, or solicit offers with respect thereto from, or enter
into any negotiations relating thereto with, any person, or has taken or will
take any action so as to bring the issuance and sale of any of the Shares under
the registration provisions of the Securities Act and applicable state
securities laws, and neither the Company nor any of its Affiliates, nor any
person acting on its or their behalf, has engaged in any form of directed
selling efforts in the United States (within the meaning of Regulation S under
the Securities Act) in connection with the offer or sale of any of the Shares.


 

















 


3.2           Acknowledgements,
Representations and Warranties of the Subscriber. The Subscriber
acknowledges, represents and warranties to the Company that, as of the date
hereof and as of the Closing Date:


 


(a)           THE SUBSCRIBER HAS READ THE RISK FACTORS ATTACHED HERETO AS APPENDIX
“B”, AND UNDERSTANDS THAT AN INVESTMENT IN THE SHARES HAS SIGNIFICANT RISK AND
THE SUBSCRIBER MAY LOSE ITS ENTIRE INVESTMENT.


 


(b)           The
offer, sale and issuance of the Shares is being undertaken in reliance on
exemptions from the prospectus and registration requirements of the Applicable
Securities Laws and, as a result: (i) the Subscriber will not receive
information that would otherwise be required under Applicable Securities Laws
or be contained in a prospectus prepared in accordance with Applicable
Securities Laws, (ii) many of the protections, rights and remedies available
under Applicable Securities Laws normally available in a public offering will
not be available to the Subscriber, and (iii) the Company is relieved from
certain obligations that would otherwise apply under Applicable Securities Laws
in a public offering.


 


(c)           No
prospectus has been filed in connection with the Offering and no Regulator has
made any finding or determination as to the merit for investment in, or made
any recommendation or endorsement with respect to, the Shares.


 


(d)           The
Company is required to file a report of trade with all applicable Regulators
containing personal information about the Subscriber. This report of trade and
other required disclosures under United States securities laws will include the
full name, address and telephone number of the Subscriber, the number of Shares
purchased, the total purchase price paid for the Shares, the date of the
Closing and the prospectus and registration exemption relied upon under
Applicable Securities Laws to complete such purchase. In Ontario, this
information is collected indirectly by the Ontario Securities Commission under
the authority granted to it under, and for the purposes of the administration
and enforcement of, the securities legislation in Ontario. The Subscriber may
contact the Administrative Assistant to the Director of Corporate Finance at
Suite 1903, Box 5520 Queen Street West, Toronto, Ontario, M5H 3S8 or by telephone
at (416) 593-8086 for more information regarding the indirect collection of
such information by the Ontario Securities Commission. The Company may also be
required pursuant to Applicable Securities Laws to file this Agreement and the
other Transaction Documents on SEDAR and with the Commission. By completing
this Agreement, the Subscriber authorizes the indirect collection of the
information described in this Section 3.2(e) by all applicable Regulators and
consents to the disclosure of such information to the public through (i) the
filing of a report of trade with all applicable Regulators and (ii) the filing
of this Agreement and the other Transaction Documents, and disclosure of the
financing, on SEDAR and with the Commission.


 


(e)           The
Shares are being offered on a “private placement” basis and will be subject to
resale restrictions under the Applicable Securities Laws and the rules of the
Stock Exchanges. The Company will make a notation on its records and give
instructions to its transfer agent of the Common Stock to implement such resale
restrictions.


 


(f)            The
certificates representing the Shares or ownership statements issued under a
direct registration system or other electronic book-entry system, will bear
legends in accordance with the Applicable Securities Laws.


 


(g)           The
Shares cannot be traded through the facilities of either Stock Exchange since
the certificates representing the Shares are not freely transferable and
consequently are not “good delivery” in settlement of transactions on such exchanges.


 

















 


(h)           The certificates representing the Shares (and
any replacement certificate issued prior to the expiration of the applicable
hold periods) will bear legends substantially in the form of the following
legends as required by Applicable Securities Laws:


 


“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE
LISTED ON THE TSX; HOWEVER, THE SECURITIES CAN NOT BE TRADED THROUGH THE
FACILITIES OF THE TSX SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY
ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT ‘GOOD DELIVERY’ IN
SETTLEMENT OF TRANSACTIONS ON THE TSX.


 


UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE
HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE MARCH 6, 2008.


 


THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY APPLICABLE
STATE “BLUE SKY” OR SECURITIES LAWS. THESE SECURITIES MAY BE OFFERED, SOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) IF THE SECURITIES
HAVE BEEN REGISTERED IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS UNDER THE
SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, (C) IN
COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE
SECURITIES ACT IN ACCORDANCE WITH RULE 144 THEREUNDER, IF APPLICABLE, AND IN
ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN A TRANSACTION THAT
DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE
SECURITIES LAWS AND REGULATIONS GOVERNING THE OFFER AND SALE OF SECURITIES, AND
THE HOLDER HAS, PRIOR TO SUCH SALE, FURNISHED TO THE COMPANY AN OPINION OF
COUNSEL OF RECOGNIZED STANDING, OR OTHER EVIDENCE OF EXEMPTION, REASONABLY
SATISFACTORY TO THE COMPANY. HEDGING TRANSACTIONS INVOLVING THE SECURITIES
REPRESENTED HEREBY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH U.S.
SECURITIES LAWS.”


 


(i)            THE SUBSCRIBER HAS KNOWLEDGE IN FINANCIAL AND BUSINESS AFFAIRS, IS
CAPABLE OF EVALUATING THE MERITS AND RISKS OF AN INVESTMENT IN THE SHARES, AND
IS ABLE TO BEAR THE ECONOMIC RISK OF SUCH INVESTMENT EVEN IF THE ENTIRE
INVESTMENT IS LOST.


 


(j)            The
Subscriber has not been provided with a prospectus, an offering memorandum or
any other document in connection with its subscription for the Shares. The
Subscriber’s decision to subscribe for the Shares and execute this Agreement
has not been based upon any verbal or written representation made by or on
behalf of the Company or any employee or agent of the Company. However, the
Subscriber has been furnished by the Company, during the course of this
transaction, with all information regarding the Company which it has requested
and acknowledges that it has been afforded the opportunity to ask questions of
and receive answers from duly authorized officers and/or other representatives
of the Company concerning the terms and conditions of the Offering and any
additional information requested.


 

















 


(k)           The
distribution of the Shares has not been made through, or as a result of, and is
not being accompanied by, (i) a general solicitation, (ii) any advertisement
including articles, notices or other communications published in any newspaper,
magazine or similar media or broadcast over radio or television, or (iii) any
seminar or meeting whose attendees have been invited by general solicitation or
general advertising.


 


(l)            The
Subscriber is acquiring the Shares as principal for its own account for
investment and has no present intention to sell or exchange the Shares.


 


(m)          The Subscriber is eligible to purchase the
Shares pursuant to an exemption from the prospectus and registration
requirements of the Applicable Securities Laws. The Subscriber has completed
and delivered to the Company the certificate attached as Appendix “A” hereto
evidencing the Subscriber’s status under the Applicable Securities Laws and
confirms the truth and accuracy of all statements made in such certificate. The
Subscriber hereby represents and warrants that:


 


(i)            it
is not a “U.S. person”, as defined in Regulation S under the Securities Act
(which definition includes but is not limited to (A) any individual resident in
the United States, (B) any partnership or corporation organized or incorporated
under the laws of the United States, (C) any partnership or corporation formed
by a U.S. person under the laws of any foreign jurisdiction principally for the
purpose of investing in securities not registered under the Securities Act, or
(D) any estate or trust of which any executor, administrator or trustee is a
U.S. person), and is not purchasing the Shares for the account or benefit of a
U.S. person; and


 


(ii)           it
was not offered any of the Shares in the United States, did not receive any
materials relating to the offer of the Shares in the United States, and did not
execute this Agreement or any other materials relating to the purchase of the
Shares in the United States.


 


(n)           The
Subscriber was offered the Shares in, and is resident in, the jurisdiction set
out as the “Subscriber’s Address” on the signature page of this Agreement and
intends that the securities laws of that jurisdiction govern the offer, sale
and issuance of the Shares to the Subscriber.


 


(o)           The
Subscriber is at arm’s-length, within the meaning of the policies of the TSX,
with the Company.


 


(p)           None
of the funds that the Subscriber is using to purchase the Shares are, to the
knowledge of the Subscriber, proceeds obtained or derived, directly or
indirectly, as a result of illegal activities.


 


(q)           The
Subscriber has not received, nor does it expect to receive any financial
assistance from the Company, directly or indirectly, in respect of the
Subscriber’s purchase of the Shares.


 


(r)            No
person has made any oral or written representations to the Subscriber  (i) that any person will resell or repurchase
any of the Shares; (ii) that any person will refund the Purchase Price, or
(iii) as to the future value or price of any of the Shares.


 


(s)           The
execution and delivery of and performance by the Subscriber of this Agreement
have been authorized by all necessary corporate or other action on the part of
the Subscriber.


 


(t)            This
Agreement has been duly executed and delivered by the Subscriber, and
constitutes a legal, valid and binding agreement of the Subscriber enforceable
against it in accordance with its terms.


 

















 


(u)           The
execution and delivery of and performance by the Subscriber of this Agreement
do not and will not (or would not with the giving of notice, the lapse of time
or the happening of any other event or condition) result in a breach or
violation of or a conflict with, or allow any other person to exercise any
rights under any of the terms or provisions of the Subscriber’s constating
documents or by-laws, if applicable, or any other contract, agreement,
instrument, undertaking, covenant, law or rule to which the Subscriber is a
party or by which it is bound.


 


(v)           The
Subscriber has obtained such legal, investment and tax advice as it considers
appropriate in connection with the offer, sale and issuance of the Shares and
the execution, delivery and performance by it of this Agreement and the
transactions contemplated by this Agreement. The Subscriber is not relying on
the Company or its Affiliates  or
their counsel in this regard.


 


3.3           Indemnification
of the Subscriber


 


(a)           The Company
hereby covenants and agrees to indemnify and hold harmless the Subscriber and
its directors, officers, employees, agents and representatives (each, a “Subscriber
Indemnified  Party”) from and against any and all expenses, losses
(other than a loss of profits), claims, actions, damages or liabilities,
whether joint or several (including the aggregate amount paid in reasonable
settlement of any actions, suits, proceedings or claims), including the
reasonable fees and expenses of counsel, to which the Subscriber may become
subject under any statute or common laws insofar as such expenses, losses,
claims, damages, liabilities or actions arise out of or are based, directly or
indirectly:  (i) on any material
misrepresentation by the Company in connection with the matters referred to
herein; or (ii) in respect of any inaccuracy of any representation or warranty
or the breach of any covenant made by the Company in any document, instrument,
agreement or certificate, including for certainty this Agreement, delivered by
or entered into, in connection with the Offering, provided  however,
that the obligation of the Company under this Section 3.3 shall not exceed the
Purchase Price.


 


(b)           The indemnity
obligations of the Company contained in this Section 3.3 shall be in addition
to any liability which the Company may otherwise have, shall extend upon the
same terms and conditions to the Subscriber and shall be binding upon and inure
to the benefit of any successors, assigns, heirs and personal representatives
of the Company and the Subscriber.


 


©             If any action or claim shall be asserted
against a Subscriber Indemnified Party in respect of which indemnity may be
sought from the Company pursuant to the provisions of this Section 3.3 or if
any potential claim contemplated hereby shall come to the knowledge of the
Subscriber, the Subscriber shall promptly notify the Company in writing; but
the omission to so notify the Company will not relieve the Company from any
liability it may otherwise have to the Subscriber pursuant to this Section 3.3.
The Company shall be entitled to assume the defence thereof, provided, however,
that the defence shall be through legal counsel acceptable to the Subscriber,
acting reasonably. In addition, the Subscriber shall also have the right to
employ separate legal counsel in any such action and participate in the defence
thereof, and the fees and expenses of such counsel shall be borne by the
Subscriber unless:  (i) the employment
thereof has been specifically authorized in writing by the Company; (ii)
the Subscriber has been advised by counsel that representation of the Company
and the Subscriber by the same legal counsel would be inappropriate due to
actual or potential differing interests between them; or (iii) the Company has
failed within a reasonable time after receipt of such written notice to assume
the defence of such action or claim.


 


(d)           Neither
the Company nor the Subscriber shall effect any settlement of any such action
or claim or make any admission of liability without the written consent of the
other party, such consent to be promptly considered and not to be unreasonably
withheld. The indemnity herein provided 


 

















 


shall remain in full force and effect and shall not be
limited to or affected by any other indemnity in respect of any other matters
specified herein obtained by the Subscriber from any other person.


 


ARTICLE IV.

COVENANTS


 


4.1           Covenants of the
Company.


 


(a)           The Company will, within the required time,
file with the Stock Exchanges or any other applicable securities agency, any
documents, reports and information, in the required form, required to be filed
by Applicable Securities Laws in connection with the Offering, together with
any applicable filing fees and other materials.


 


(b)           The
Company will use its commercially reasonable efforts to maintain the listing on
the Stock Exchanges of the Shares.


 


(c)           Upon
the sale of any Shares pursuant to an effective registration statement filed by
the Company in accordance with the terms of the Registration Rights Agreement
or pursuant to Rule 144 of the Securities Act, the Company shall request that
its transfer agent promptly issue certificate(s) representing such Shares
without restrictive legends to the purchasers in such transactions, upon
receipt of appropriate documentation (which may include opinions of counsel to
the Subscriber) and such representations from the Subscriber as counsel to
the Company may reasonably determine are necessary.


 


4.2           Covenants of the
Subscriber.


 


(a)           The
Subscriber will comply with all Applicable Securities Laws concerning the
subscription, purchase, holding and resale of the Shares.


 


(b)           The
Subscriber will execute, deliver, file any reports, undertakings and other
documents required under Applicable Securities Laws in connection with the
purchase of the Shares and will provide the Company with any information it
requires to complete any filings or reports that it is required to file,
including such information as may be necessary to respond to comments or
enquires by any Regulator.


 


ARTICLE V.

OTHER AGREEMENTS OF THE PARTIES


 


5.1           Securities Laws
Disclosure; Publicity. The Company and the Subscriber shall consult with
each other in issuing any press releases with respect to the transactions
contemplated hereby, and neither the Company nor the Subscriber shall issue any
such press release or otherwise make any such public statement without the
prior consent of the other party, which consent shall not unreasonably be
withheld, except if such disclosure is required by law, in which case the
disclosing party shall promptly provide the other party with prior notice of
such public statement or communication.


 


5.2           Use of Proceeds.
The Company shall use the net proceeds from the sale of the Shares hereunder
for working capital purposes, including for exploration and development of the
Montanore Project and for potential acquisitions.


 

















 


ARTICLE VI.

MISCELLANEOUS PROVISIONS


 


6.1           Termination. This
Agreement may be terminated by the Company or the Subscriber by written notice
to the other party, if the Closing has not been consummated on or before
November 30, 2007; provided, however, that no such termination will affect
the right of any party to sue for any breach by the other party.


 


6.2           Fees and Expenses.
Except as expressly set forth in the Transaction Documents to the contrary,
each party shall pay the fees and expenses of its advisers, counsel,
accountants and other experts, if any, and all other expenses incurred by such
party incident to the negotiation, preparation, execution, delivery and
performance of the Transaction Documents. The Company shall pay all transfer
agent fees, stamp taxes and other taxes and duties levied in connection with
the delivery of the Shares.


 


6.3           Entire Agreement.
The Transaction Documents, together with the exhibits and schedules thereto,
contain the entire understanding of the parties with respect to the subject
matter hereof and supersede all prior agreements and understandings, oral or
written, with respect to such matters, which the parties acknowledge have been
merged into such documents, exhibits and schedules.


 


6.4           Notices. Any and
all notices or other communications or deliveries required or permitted to be
provided hereunder shall be in writing and shall be deemed given and effective
on the earliest of (a) the date of transmission, if such notice or
communication is delivered via facsimile at the facsimile number set forth on
the signature pages attached hereto prior to 5:30 p.m. (Pacific Time) on a
Trading Day, (b) the next Trading Day after the date of transmission, if such
notice or communication is delivered via facsimile at the facsimile number set
forth on the signature pages attached hereto on a day that is not a Trading Day
or later than 5:30 p.m. (Pacific Time) on any Trading Day, (c) the 2nd
Trading Day following the date of mailing, if sent by overnight courier, or (d)
upon actual receipt by the party to whom such notice is required to be given. The
address for such notices and communications shall be as set forth on the
signature pages attached.


 


6.5           Amendments; Waivers.
No provision of this Agreement may be waived or amended except in a written
instrument signed, in the case of an amendment, by the Company and the
Subscriber or, in the case of a waiver, by the party against whom enforcement
of any such waiver is sought. No waiver of any default with respect to any
provision, condition or requirement of this Agreement shall be deemed to be a
continuing waiver in the future or a waiver of any subsequent default or a
waiver of any other provision, condition or requirement hereof, nor shall any
delay or omission of either party to exercise any right hereunder in any manner
impair the exercise of any such right.


 


6.6           Headings. The
headings herein are for convenience only, do not constitute a part of this
Agreement and shall not be deemed to limit or affect any of the provisions
hereof. The language used in this Agreement will be deemed to be the language
chosen by the parties to express their mutual intent, and no rules of strict
construction will be applied against any party.


 


6.7           Successors and
Assigns. This Agreement shall be binding upon and inure to the benefit of
the parties and their successors and permitted assigns.


 


6.8           No Third-Party
Beneficiaries. This Agreement is intended for the benefit of the parties
hereto and their respective successors and permitted assigns and is not for the
benefit of, nor may any provision hereof be enforced by, any other Person.


 


 

















 


6.9           Governing Law;
Jurisdiction; Waiver of Jury Trial. This Agreement is governed by, subject
to and interpreted in accordance with the laws prevailing in the Province of
Ontario and the federal laws of Canada applicable therein. Each party agrees
that all legal proceedings concerning the interpretations, enforcement and
defense of the transactions contemplated by this Agreement and any other
Transaction Documents (whether brought against a party hereto or its respective
affiliates, directors, officers, shareholders, employees or agents) shall be
commenced exclusively in the courts of the Province of Ontario. Each party
hereby irrevocably submits to the exclusive jurisdiction of the courts of the
Province of Ontario for the adjudication of any dispute hereunder or in
connection herewith or with any transaction contemplated hereby or discussed
herein (including with respect to the enforcement of any of the Transaction
Documents), and hereby irrevocably waives, and agrees not to assert in any
suit, action or proceeding, any claim that it is not personally subject to the
jurisdiction of any such court, that such suit, action or proceeding is
improper or inconvenient venue for such proceeding. Each party hereby
irrevocably waives personal service of process and consents to process being
served in any such suit, action or proceeding by mailing a copy thereof via
registered or certified mail or overnight delivery (with evidence of delivery)
to such party at the address in effect for notices to it under this Agreement
and agrees that such service shall constitute good and sufficient service of
process and notice thereof. Nothing contained herein shall be deemed to limit
in any way any right to serve process in any manner permitted by law. The
parties hereby waive all rights to a trial by jury. If either party shall
commence an action or proceeding to enforce any provisions of the Transaction
Documents, then the prevailing party in such action or proceeding shall be
reimbursed by the other party for its attorneys’ fees and other costs and
expenses incurred with the investigation, preparation and prosecution of such
action or proceeding.


 


6.10         Survival. The
representations, warranties, acknowledgements and covenants of the Company and
the Subscriber contained in this Agreement shall survive the execution and
delivery hereof and the Closing until the date which is one (1) year from the
Closing Date.


 


6.11         Execution. This
Agreement may be executed in two or more counterparts, all of which when taken
together shall be considered one and the same agreement and shall become
effective when counterparts have been signed by each party and delivered to the
other party, it being understood that both parties need not sign the same
counterpart. In the event that any signature is delivered by facsimile
transmission, such signature shall create a valid and binding obligation of the
party executing (or on whose behalf such signature is executed) with the same
force and effect as if such facsimile signature page were an original thereof.


 


6.12         Severability. If
any provision of this Agreement is held to be invalid or unenforceable in any
respect, the validity and enforceability of the remaining terms and provisions
of this Agreement shall not in any way be affected or impaired thereby and the
parties will attempt to agree upon a valid and enforceable provision that is a
reasonable substitute therefore, and upon so agreeing, shall incorporate such
substitute provision in this Agreement.


 


6.13         Replacement of
Securities. If any certificate or instrument evidencing any Shares is
mutilated, lost, stolen or destroyed, the Company shall issue or cause to be
issued in exchange and substitution for and upon cancellation thereof, or in lieu
of and substitution therefore, a new certificate or instrument, but only upon
receipt of evidence reasonably satisfactory to the Company of such loss, theft
or destruction and customary and reasonable indemnity, if requested. The
applicants for a new certificate or instrument under such circumstances shall
also pay any reasonable third-party costs associated with the issuance of such
replacement Shares.


 


6.14         Remedies. In
addition to being entitled to exercise all rights provided herein or granted by
law, including recovery of damages, each of the Subscriber and the Company will
be entitled to specific performance under the Transaction Documents. The
parties agree that monetary damages may 


 

















 


not be adequate compensation for any loss incurred by
reason of any breach of obligations described in the foregoing sentence and
hereby agrees to waive in any action for specific performance of any such
obligation the defense that a remedy at law would be adequate.


 


[Signature page
attached.]


 

















 


IN WITNESS WHEREOF, the
parties hereto have caused this Subscription Agreement to be duly executed by
their respective authorized signatories as of the date first indicated above.


 


	
  MINES MANAGEMENT, INC.
  

  	
   

  	
  Issuer’s Address:
  

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  905 West Riverside Avenue, Suite 311 

  
	
  By:

  	
      /s/ James H. Moore

  	
   

  	
  Spokane, WA 99201 

  
	
   

  	
  Name:

  	
  James H. Moore 

  	
   

  	
  Phone: (509) 838-6050 

  
	
   

  	
  Title:

  	
  Chief Financial Officer

  	
   

  	
  Fax: (509) 838-0486 

  
	
   

  	
   

  	
  Attn: Chief Executive Officer

  
	
   

  	
   

  	
   

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

  	
   

  	
  Davis Graham & Stubbs LLP

  1550 - 17th Street, Suite 500

  Denver, CO 80202

  Phone: (303) 892-9400

  Fax: (303) 893-1379

  Attn: Patricia Peterson

  
	
   

  	
   

  	
   

  
	
  SILVER WHEATON CORP.

  	
   

  	
  Subscriber’s Address:
  

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  666 Burrard Street, Suite 3150 

  
	
  By:

  	
      /s/ Noel Watson 

  	
   

  	
  Vancouver, British Columbia 

  
	
   

  	
  Name:

  	
  Noel Watson 

  	
   

  	
  Canada V6C 2X8 

  
	
   

  	
  Title:

  	
  Chief Financial Officer

  	
   

  	
  Phone: (604) 684-9648 

  
	
   

  	
   

  	
  Fax: (604) 684-3123 

  
	
   

  	
   

  	
  Attn: Chief Financial Officer

  
	
   

  	
   

  	
   

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

  	
   

  	
  Cassels Brock & Blackwell LLP

  40 King Street West, Suite 2100

  Toronto, Ontario

  Canada M5H 3C2

  Phone: (416) 869-5407

  Fax: (416) 350-6933

  Attn: Mark T. Bennett