Bridgeport Ventures Inc.: Exhibit 4.23 -  Filed by newsfilecorp.com






Exhibit 4.23

EXECUTION COPY


AGENCY AGREEMENT


December 13, 2010 
Bridgeport Ventures Inc. 
36 Toronto
Street 
Suite 1000 
Toronto, Ontario M5C 2C5


	Attention: 	Shastri Ramnath 
	  	President & CEO 


Dear Madam:


RBC Dominion Securities Inc. (the “Lead Agent”) and MGI
Securities Inc. (together with the Lead Agent, the “Agents”) understand
that Bridgeport Ventures Inc. (the “Corporation”) proposes to issue and
sell up to 15,000,000 units (the “Initial Units”) at a price of $1.00 per
Initial Unit (the “Issue Price”) for gross proceeds of up to $15,000,000.
Each Initial Unit shall consist of one common share in the capital of the
Corporation (a “Unit Share”) and one-half of one common share purchase
warrant (each whole common share purchase warrant a “Warrant”).

Each Warrant shall entitle the holder thereof to purchase one
common share in the capital of the Corporation (a “Warrant Share”) at a
price of $1.40 at any time prior to 5:00 p.m. (Toronto time) on the date that is
two years following the Closing Date (as defined below). The Warrants shall be
created and issued pursuant to a warrant indenture (the “Warrant
Indenture”) to be dated as of the Closing Date (as defined below) between
the Corporation and the Transfer Agent (as defined below). 

The Agents also understand that the Corporation proposes to
grant to the Agents an option (the “Over-Allotment Option”), exercisable
in whole or in part, at any time until the date which is 30 days following the
Closing Date (as defined herein), to arrange for the issuance and sale of up to
an additional 2,250,000 units of the Corporation, representing 15% of the number
of Initial Units issued pursuant to the Offering (the “Additional
Units”), at a price per Additional Unit equal to the Issue Price, for the
purposes of covering over-allotments, if any, and for market stabilization
purposes in connection with the Offering (as more particularly described in
section 15 hereof). The Over-Allotment Option may be exercisable by the Agents
in respect of: (i) Additional Units at the Offering Price; or (ii) additional
Units Shares (the “Additional Unit Shares”) at a price of $0.94 per
Additional Unit Share; or (iii) additional Warrants (the “Additional
Warrants”) at a price of $0.12 per Additional Warrant; or (iv) any
combination of Additional Units and/or Additional Unit Shares and/or Additional
Warrants, so long as the aggregate number of Additional Unit Shares and
Additional Warrants which may be issued under the Over-Allotment Option does not
exceed 2,250,000 Additional Unit Shares and 1,125,000 Additional Warrants. In
the event that the Over-Allotment Option is exercised, any Additional Units
and/or Additional Unit Shares and/or Additional Warrants issued thereunder shall
be deemed to form part of the Offering for the purposes hereof and all of the
terms and conditions relating to the Closing shall apply to the Over-Allotment
Closing (as defined herein).




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Unless the context otherwise requires, references herein to the
“Offered Units”, “Unit Shares”, “Warrants” and
“Warrant Shares” shall assume the exercise of the Over-Allotment Option
and include the Additional Units, Additional Unit Shares, Additional Warrants
and Additional Warrant Shares issuable upon exercise of the Additional Warrants,
respectively. The offering of the Offered Units by the Corporation is referred
to as the “Offering”. 

The Agents further understand that the Corporation has prepared
and filed a preliminary short form prospectus with respect to the qualification
for distribution to the public of the Offered Units in each of the Qualifying
Provinces (as hereinafter defined) and will prepare and file a (final) short
form prospectus and all other necessary documents in order to qualify the
Offered Units for distribution to the public in each of the Qualifying
Provinces. 

Subject to the terms and conditions contained in this
Agreement, the Corporation hereby appoints the Agents to act as the sole and
exclusive agents to the Corporation, and the Agents hereby agree to act as the
agents of the Corporation, to effect the sale of the Offered Units on behalf of
the Corporation on a “best efforts” basis to Purchasers (as hereinafter defined)
resident in the Qualifying Provinces and in those jurisdictions outside of
Canada (including the United States (as hereinafter defined)) as may be agreed
to by the Corporation and the Agents, acting reasonably, through private
placements or other offerings on an exempt basis and provided that the
Corporation shall not become obligated to file a registration statement or
prospectus outside of Canada. In addition, the Corporation hereby agrees to
issue and sell the Additional Units to the extent that Over-Allotment Option
granted to the Agents pursuant to this Agreement is exercised by the Agents. It
is understood and agreed that the Agents are under no obligation to purchase any
of the Offered Units, although the Agents may subscribe for Offered Units if
they so desire. 

In consideration of the services to be rendered by the Agents
in connection with the sale of the Offered Units hereunder, the Corporation
agrees to pay to the Agents a commission (the “Commission”) equal to 6%
of the gross proceeds of the Offering, including proceeds realized from the
exercise by the Agents of the Over-Allotment Option, if any. The Commission
shall be due and payable at the applicable Closing Time (as hereinafter
defined). As additional compensation for the services to be rendered by the
Agents in connection with the sale of the Offered Units, the Corporation shall
grant to the Agents compensation options (the “Compensation Options”)
entitling the Agents to subscribe for and purchase up to such number of units
(the “Compensation Units”) as is equal to 6% of the aggregate number of
Offered Units sold pursuant to the Offering, including Offered Units sold
pursuant to the exercise by the Agents of the Over-Allotment Option, if any.
Each Compensation Unit will be comprised of one Unit Share and one-half of one
Warrant. The Compensation Options may be exercised, in whole or in part, at an
exercise price per Compensation Unit equal to $1.00, at any time during the
period commencing on the Closing Date and ending on the date that is 24 months
following the Closing Date. The Corporation shall execute and deliver to the
Agents at the applicable Closing Time certificates evidencing the Compensation
Options (the “Compensation Option Certificates”) to which the Agents are
entitled, in a form to be agreed upon by the Agents and the Corporation, acting
reasonably. The Agents acknowledge and agree that the Compensation Options shall
not be exercisable by or on behalf of a person in the United States or a U.S.
Person (as hereinafter defined) and that the Compensation Options and the
securities underlying such Compensation Options will not be registered under the
U.S. Securities Act (as hereinafter defined) or under applicable state
securities laws in the United States. Further, each Agent represents and
warrants, severally but not jointly, that (i) the Compensation Options were not
offered to the Agent in the United States, (ii) the Agent is not U.S. Person,
(iii) the Agent is not acting for the account or benefit of a person in the United States or a U.S.
Person and (iv) the Agent did not execute or deliver this Agreement in the
United States. 




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Terms and Conditions


The following are additional terms and conditions of this
Agreement between the Corporation and the Agents: 

	1. 	
      Interpretation




	 	(a) 	
      Definitions. Where used in this Agreement or in
      any amendment hereto, the following terms shall have the following
      meanings, respectively:

	 	 	 
	 		
      “Agreement” means the agreement resulting from the
      acceptance by the Corporation of the offer made by the Agents herein,
      including the schedules attached hereto, as amended or supplemented from
      time to time;

	 	 	 
	 		
      “Business Day” means a day which is not a
      Saturday, Sunday or a statutory or civic holiday in the City of Toronto,
      Province of Ontario;

	 	 	 
	 		
      “Canadian Securities Regulators” means the
      Securities Regulators in the Qualifying Provinces;

	 	 	 
	 		
      “Closing” means the completion of the purchase and
      sale of the Offered Units by the Purchasers pursuant to the Offering in
      accordance with the provisions of this Agreement;

	 	 	 
	 		
      “Closing Date” means December 20, 2010 or such
      other date as the Corporation and the Lead Agent may mutually agree upon
      in writing;

	 	 	 
	 		
      “Closing Time” means 8:30 a.m. (Toronto time) on
      the Closing Date or such other time on the Closing Date as the Corporation
      and the Lead Agent may mutually agree upon in writing;

	 	 	 
	 		
      “Common Shares” means the common shares in the
      capital of the Corporation as constituted on the date hereof;

	 	 	 
	 		
      “Corporation’s Auditors” means McGovern Hurley
      Cunningham LLP, the auditors of the Corporation;

	 	 	 
	 		
      “Documents Incorporated by Reference” means all
      notices, financial statements, management information circulars, annual
      information forms, material change reports, business acquisition reports
      or other documents issued by the Corporation, whether before or after the
      date of this Agreement, that are required by applicable Securities Laws to
      be incorporated by reference into the Prospectus;

	 	 	 
	 		
      “Encumbrances” includes any mortgage, pledge,
      assignment, charge, lien, claim, security interest, adverse interest,
      other third person interest or encumbrance of any kind, whether contingent
      or absolute, and any agreement, option, right or privilege (whether by
      law, contract or otherwise) capable of becoming any of the
    foregoing;







4


“Final Prospectus” means the
(final) short form prospectus, including all of the Documents Incorporated by
Reference, prepared by the Corporation and relating to the distribution of the
Offered Units and for which a Passport Decision Document has been issued by the
Ontario Securities Commission on its own behalf and on behalf of each of the
other Canadian Securities Regulators; 

“Financial Statements” means (i)
the audited comparative consolidated financial statements of the Corporation as
at, and for the financial years ended, April 30, 2010 and 2009, together with
the auditor’s report and notes thereto; and (ii) the unaudited consolidated
financial statements of the Corporation as at July 31, 2010 and for the three
month periods ended July 31, 2010 and 2009, together with the notes thereto;


“Governmental Authority” means,
without limitation, any national, federal government, province, state,
municipality or other political subdivision of any of the foregoing, any entity
exercising executive, legislative, judicial, regulatory or administrative
functions of or pertaining to government and any corporation or other entity
owned or controlled (through stock or capital ownership or otherwise) by any of
the foregoing; 

“Material Adverse Effect” when
used in connection with an entity means any change (including a decision to
implement such a change made by the board of directors or by senior management
who believe that confirmation of the decision by the board of directors is
probable), event, violation, inaccuracy, circumstance or effect that is
materially adverse to the business, assets (including intangible assets),
capitalization, financial condition or results of operations of the Corporation
or a Subsidiary, as the case may be; 

“Material Properties” means the
Priority Nevada Properties and the Rio Condor Properties; 

“misrepresentation”,
“material fact”, “material change”, “affiliate”,
“associate” and “distribution” shall have the respective meanings
ascribed thereto in the Securities Act; 

“Offering” means the issuance
and sale of the Offered Units pursuant to this Agreement (including, if
applicable, any Additional Units issued pursuant to the exercise of the
Over-Allotment Option); 

“Offering Documents” has the
meaning ascribed thereto in subsection 6(a)(ii) hereof; 

“Over-Allotment Notice” has the
meaning ascribed thereto in subsection 15(b) hereof; 

“Passport Decision Document”
means a decision document issued by the Principal Regulator pursuant to the
Passport System and that evidences receipt by the Principal Regulator and deemed
receipt by the other Canadian Securities Regulators for the Preliminary
Prospectus or the Final Prospectus, as the case may be; 




5


“Passport System” means the
system for review of prospectus filings set out in Multilateral Instrument 11-
102 Passport System and National Policy 11-202 Process for Prospectus
Reviews in Multiple Jurisdictions adopted by certain Canadian securities
regulatory authorities; 

“person” shall be broadly
interpreted and shall include any individual, firm, corporation, syndicate,
partnership, joint venture, association, trust, unincorporated organization,
investment club, a government or an agency or political subdivision thereof and
every other form of legal or business entity of any nature or kind whatsoever;


“Preliminary Prospectus” means
the preliminary short form prospectus of the Corporation dated November 29,
2010, including all of the Documents Incorporated by Reference, prepared by the
Corporation and relating to the distribution of the Offered Units and for which
a Passport Decision Document has been issued by the Principal Regulator on its
own behalf and on behalf of each of the other Canadian Securities Regulators;


“Principal Regulator” means the
Ontario Securities Commission; 

“Priority Nevada Properties”
means the Blackrock, Argentite, Belleview and Horsethief properties in Nevada,
as more particularly described in the Prospectus; 

“Prospectus” means,
collectively, the Preliminary Prospectus and the Final Prospectus; 

“Purchasers” means,
collectively, each of the purchasers of the Offered Units pursuant to the
Offering including, if applicable, the Agents; 

“Qualifying Provinces” means,
collectively, each of the Provinces of Canada, other than Québec; 

“Rio Condor Properties” means
the Rosario, Tamara, Trillador, Simonetta properties and certain other
properties located in Chile, as more particularly described in the Prospectus;


“Securities Act” means the
Securities Act (Ontario) and the regulations thereunder, together with all
applicable published policy statements, instruments, rules, orders, and notices
of the Ontario Securities Commission, as amended, supplemented or replaced from
time to time; 

“Securities Laws” means, unless
the context otherwise requires, all applicable securities laws in each of the
Qualifying Provinces and the applicable securities laws of all other
jurisdictions other than the Qualifying Provinces in which the Offered Units are
offered, as applicable, and the respective regulations made thereunder, together
with applicable published fee schedules, prescribed forms, policy statements,
national or multilateral instruments, orders, blanket rulings and other
regulatory instruments of the securities regulatory authorities in such
jurisdictions; 




6 

“Securities Regulators” means,
collectively, the securities regulators or other securities regulatory
authorities in the Qualifying Provinces and any other jurisdictions in which the
Offered Units are offered, as the case may be; 

“Selling Firm” has the meaning
ascribed thereto in subsection 3(b) hereof; 

“Standard Listing Conditions”
has the meaning ascribed thereto in subsection 5(a)(iii) hereof; 

“Subsequent Disclosure
Documents” means any financial statements, management information circulars,
annual information forms, material change reports, business acquisition reports
or other documents issued by the Corporation after the date of this Agreement
that are required to be incorporated by reference in the Prospectus; 

“Subsidiaries” has the meaning
ascribed thereto in subsection 8(b) hereof; 

“Supplementary Material” means,
collectively, any amendment to the Final Prospectus, any amendment or
supplemental prospectus or ancillary materials that may be filed by or on behalf
of the Corporation under the Securities Laws in each of the Qualifying Provinces
relating to the distribution of the Offered Units thereunder; 

“Transfer Agent” means Valiant
Trust Company; 

“TSX” means the Toronto Stock
Exchange; 

“United States” means the United
States of America, its territories and possessions, any State of the United
States and the District of Columbia; 

“U.S. Affiliate” has the meaning
ascribed thereto in subsection 4(e) hereof; 

“U.S. Person” means a “U.S.
person” as that term is defined in Regulation S under the U.S. Securities Act.
Without limiting the foregoing, but for greater clarity, a U.S. Person includes,
subject to the exclusions set forth in Regulation S, (i) any natural person
resident in the United States, (ii) any partnership or corporation organized or
incorporated under the laws of the United States, (iii) any estate or trust of
which any executor, administrator or trustee is a U.S. Person, (iv) any
discretionary account or similar account (other than an estate or trust) held by
a dealer or other fiduciary organized, incorporated, or (if an individual)
resident in the United States, and (v) any partnership or corporation organized
or incorporated under the laws of any non-U.S. jurisdiction which is formed by a
U.S. Person principally for the purpose of investing in securities not
registered under the U.S. Securities Act, unless it is organized or
incorporated, and owned, by “accredited investors” (as that term is defined in
Rule 501(a) of Regulation D under the U.S. Securities Act) who are not natural
persons, estates or trusts; 

“U.S. Private Placement
Memorandum” has the meaning ascribed thereto in subsection 5(a)(i) hereof;


“U.S. Securities Act” means the
United States Securities Act of 1933, as amended; and 




7


“Warrant Certificates” means the
certificates evidencing the Warrants substantially in the form set forth in the
Warrant Indenture. 

	 	(b) 	
      Prospectus Defined Terms. Capitalized terms used
      but not defined herein have the meanings ascribed to them in the
      Prospectus.

	 	 	 
	 	(c) 	
      Number and Gender. All words and personal pronouns
      relating thereto shall be read and construed as the number and gender of
      the party or parties referred to in each case required and the verb shall
      be construed as agreeing with the required word and/or pronoun.

	 	 	 
	 	(d) 	
      Divisions and Headings. The division of this
      Agreement into sections, subsections, paragraphs and other subdivisions
      and the insertion of headings are for convenience of reference only and
      shall not affect the construction or interpretation of this Agreement.
      Unless something in the subject matter or context is inconsistent
      therewith, references herein to sections, subsections, paragraphs and
      other subdivisions are to sections, subsections, paragraphs and other
      subdivisions of this Agreement.

	 	 	 
	 	(e) 	
      Currency. Any reference in this Agreement to $ or
      to dollars shall refer to the lawful currency of Canada, unless otherwise
      specified.

	 	 	 
	 	(f) 	
      Schedules. Schedule “A” entitled “Compliance with
      United States Securities Laws” is attached to this Agreement and is deemed
      to be incorporated in and to form part of this
Agreement.




	2. 	
      The Offered Units



The Unit Shares and Warrants comprising
the Offered Units and the Compensation Units to be issued and sold by the
Corporation hereunder shall be duly and validly created and issued by the
Corporation and, when issued and sold by the Corporation provided that the
Corporation shall have received due payment therefor, such Unit Shares shall be
issued as fully paid and non-assessable Common Shares and such Unit Shares and
Warrants shall have the rights, privileges, restrictions and conditions that
conform in all material respects to the rights, privileges, restrictions and
conditions set forth in the Prospectus, subject to such modifications or changes
(if any) prior to the Closing Date as may be agreed to in writing by the
Corporation and the Agents. 

	3. 	
      The Offering




	 	(a) 	
      The sale of the Offered Units to the Purchasers shall be
      effected upon the terms set out in the Prospectus and in this Agreement
      and in a manner that is in compliance with applicable Securities Laws. The
      Agents will use commercially reasonable efforts to arrange for Purchasers
      for the Offered Units in the Qualifying Provinces and in those
      jurisdictions outside of Canada as may be agreed upon by the Corporation
      and the Agents, acting reasonably, in connection with the Offering;
      however, it is understood and agreed that the Agents shall have no
      obligation to purchase the Offered Units.







8


	 	(b) 	
      The Corporation agrees that the Agents shall have the
      right to invite one or more investment dealers (each, a “Selling
      Firm”) to form a selling group to participate in the soliciting of
      offers to purchase the Offered Units. The Agents have the exclusive right
      to control all compensation arrangements between the members of the
      selling group (comprised of such Selling Firms) and the Agents, provided
      that no additional amount shall be payable by the Corporation in respect
      thereof. The Corporation grants all of the rights and benefits of this
      Agreement to any Selling Firm so appointed by the Agents and appoints the
      Agents as trustees of such rights and benefits for such Selling Firms, and
      the Agents hereby accept such trust and agree to hold such rights and
      benefits for and on behalf of such Selling Firms. The Agents shall ensure
      that any Selling Firm appointed pursuant to the provisions of this
      subsection 3(b) or with whom the Agents have a contractual relationship
      with respect to the Offering, if any, agrees with the Agents to comply
      with the covenants and obligations given by the Agents herein, including
      Schedule “A” hereto.

	 	 	 
	 	(c) 	
      The Corporation represents and warrants to, and covenants
      and agrees with, the Agents that the Corporation has prepared and filed
      the Preliminary Prospectus and has obtained pursuant to the Passport
      System a Passport Decision Document in respect of the proposed
      distribution of the Offered Units. The Corporation has prepared and will
      promptly, after the execution and delivery of this Agreement, file the
      Final Prospectus in each of the Qualifying Provinces with the Canadian
      Securities Regulators under applicable Securities Laws, and will use its
      best efforts to obtain a Passport Decision Document for the Final
      Prospectus in order to qualify the Offered Units for distribution in each
      of the Qualifying Provinces, as soon as possible, and in any event not
      later than 4:00 pm (Toronto time) on December 13, 2010 (or such other time
      and/or later date as the Corporation and the Lead Agent may agree) and
      until the day on which the distribution of the Offered Units is completed,
      the Corporation will promptly take, or cause to be taken, all additional
      steps and proceedings that may from time to time be required under
      applicable Securities Laws to qualify the distribution of the Offered
      Units in the Qualifying Provinces.

	 	 	 
	 	(d) 	
      The Agents shall, upon the Corporation obtaining a
      Passport Decision Document for the Final Prospectus from the Principal
      Regulator, deliver one copy of the Final Prospectus (together with any
      amendments thereto) to all persons resident in the Qualifying Provinces
      who are to acquire the Offered Units.

	 	 	 
	 	(e) 	
      Prior to the filing of the Preliminary Prospectus, the
      Final Prospectus and the Closing, the Corporation shall have permitted the
      Agents to review each of the Preliminary Prospectus and the Final
      Prospectus and shall allow the Agents to conduct any due diligence
      investigations which they reasonably require in order to fulfill their
      obligations as agents under applicable Securities Laws and in order to
      enable the Agents to responsibly execute the certificate in the
      Preliminary Prospectus and the Final Prospectus required to be executed by
      them.




	4. 	
      Certain Obligations of the
Agents




	 	(a) 	
      The Agents shall, and shall require any Selling Firm to
      agree to, comply with the Securities Laws in connection with the
      distribution of the Offered Units and shall offer the Offered Units for
      sale to the public directly and through Selling Firms
  upon the terms and conditions set out in the
Prospectus and this Agreement. The Agents shall, and shall require any Selling
Firm to, offer for sale to the public and sell the Offered Units only in those
jurisdictions where they may be lawfully offered for sale or sold.







9


	 	(b) 	
      The Agents shall: (i) use all commercially reasonable
      efforts to complete and cause each Selling Firm to complete the
      distribution of the Offered Units as soon as reasonably practicable; and
      (ii) promptly notify the Corporation when, in their opinion, the Agents
      and the Selling Firms have ceased distribution of the Offered Units and
      provide a written breakdown of the number of Offered Units distributed in
      each of the Qualifying Provinces where such breakdown is required for the
      purpose of calculating fees payable to the Canadian Securities
      Regulators.

	 	 	 
	 	(c) 	
      The Agents shall, and shall require any Selling Firm to
      agree to, distribute the Offered Units in a manner which complies with and
      observes all applicable laws and regulations, including, for greater
      certainty, all Securities Laws, in each jurisdiction into and from which
      they may offer to sell the Offered Units or distribute the Prospectus, any
      Supplementary Material or the U.S. Private Placement Memorandum in
      connection with the distribution of the Offered Units and will not,
      directly or indirectly, offer, sell or deliver any Offered Units or
      deliver the Prospectus, any Supplementary Material or the U.S. Private
      Placement Memorandum to any person in any jurisdiction other than in the
      Qualifying Provinces except in a manner which will not require the
      Corporation to comply with the registration, prospectus, filing,
      continuous disclosure or other similar requirements under the applicable
      Securities Laws of such other jurisdictions. Subject to the foregoing, the
      Agents and any Selling Firms shall be entitled to offer and sell the
      Offered Units in other international jurisdictions in accordance with any
      applicable securities and other laws in the jurisdictions in which the
      Agents and/or Selling Firms offer the Offered Units.

	 	 	 
	 	(d) 	
      For the purposes of this section 4, the Agents shall be
      entitled to assume that the Offered Units are qualified for distribution
      in any Qualifying Province where a receipt or similar document for the
      Final Prospectus shall have been obtained from the applicable Canadian
      Securities Regulators (including a Passport Decision Document from the
      Principal Regulator issued under the Passport System evidencing that a
      receipt has been issued for the Final Prospectus by each of the Canadian
      Securities Regulators) following the filing of the Final Prospectus unless
      otherwise notified in writing.

	 	 	 
	 	(e) 	
      Any offer or sale of the Offered Units will be made in
      accordance with Schedule “A” to this Agreement, which Schedule is
      incorporated by reference in and shall form part of this Agreement.
      Notwithstanding the foregoing provisions of this section 4, an Agent will
      not be liable to the Corporation under this section 4 with respect to a
      default under this section 4 by another Agent or such other Agent’s duly
      registered broker-dealer affiliate in the United States (a “U.S.
      Affiliate”).







10


	5. 	
      Deliveries on Filing and Related
  Matters




	 	(a) 	
      The Corporation shall deliver to the Agents:

	 	 	 	 
	 		(i) 	
      as soon as practicable after the Preliminary Prospectus,
      the Final Prospectus and any Supplementary Material are prepared, the
      private placement memorandum incorporating the Preliminary Prospectus, the
      Final Prospectus or any Supplementary Material, as the case may be,
      prepared for use in connection with the offering for sale of the Offered
      Units, to, or for the account or benefit of, persons in the United States
      or U.S. Persons (the “U.S. Private Placement Memorandum”) and,
      forthwith after preparation, any amendment or supplement to the U.S.
      Private Placement Memorandum;

	 	 	 	 
	 		(ii) 	
      prior to the filing of the Final Prospectus with the
      Canadian Securities Regulators, a copy of the Final Prospectus signed and
      certified by the Corporation as required by applicable Securities
    Laws;

	 	 	 	 
	 		(iii) 	
      prior to the filing of the Final Prospectus with the
      Canadian Securities Regulators, copies of correspondence indicating that
      the application for the listing and posting for trading on the TSX of the
      Unit Shares and the Warrant Shares (including, for greater certainty, any
      Unit Shares or Warrant Shares issuable upon exercise of the Compensation
      Units) has been approved, subject only to satisfaction by the Corporation
      of customary post-closing conditions imposed by the TSX (the “Standard
      Listing Conditions”);

	 	 	 	 
	 		(iv) 	
      concurrently with the filing of the Final Prospectus with
      the Canadian Securities Regulators, a “long-form” comfort letter dated the
      date of the Final Prospectus, in form and substance satisfactory to the
      Agents, acting reasonably, addressed to the Agents and the directors of
      the Corporation from the Corporation’s Auditors with respect to financial
      and accounting information contained in the Final Prospectus, which letter
      shall be based on a review by the Corporation’s Auditors within a cut-off
      date of not more than two Business Days prior to the date of the letter
      and which letter shall be in addition to the auditors’ consent letter and
      comfort letter (if any) addressed to the Canadian Securities Regulators;
      and

	 	 	 	 
	 		(v) 	
      a copy of any Supplementary Material required to be filed
      by the Corporation in compliance with applicable Securities Laws, prior to
      the filing thereof with Canadian Securities Regulators.

	 	 	 	 
	 	(b) 	
      The Corporation shall also prepare and deliver promptly
      to the Agents signed copies of all Supplementary Material. Concurrently
      with the delivery of any Supplementary Material or the incorporation by
      reference in the Final Prospectus of any Subsequent Disclosure Document,
      the Corporation shall deliver to the Agents, with respect to such
      Supplementary Material or Subsequent Disclosure Document, to the extent
      that such Supplementary Material contains any financial and accounting
      information, a comfort letter substantially similar to that referred to in
      subsection 5(a)(iv).







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	 	(c) 	
      Delivery of the Preliminary Prospectus, the Final
      Prospectus and any Supplementary Material by the Corporation shall
      constitute the representation and warranty of the Corporation to the
      Agents that, as at their respective dates of filing:

	 	 	 	 
	 		(i) 	
      all information and statements (except information and
      statements relating solely to the Agents and provided in writing by the
      Agents) contained and incorporated by reference in the Preliminary
      Prospectus, the Final Prospectus or any Supplementary Material, as the
      case may be, are true and correct, in all material respects, and contain
      no misrepresentation and constitute full, true and plain disclosure of all
      material facts relating to the Corporation and the Offered Units as
      required by applicable Securities Laws in the Qualifying
  Provinces;

	 	 	 	 
	 		(ii) 	
      no material fact or information has been omitted
      therefrom (except facts or information relating solely to the Agents and
      provided in writing by the Agents) which is required to be stated in such
      disclosure or is necessary to make the statements or information contained
      in such disclosure not misleading in light of the circumstances under
      which they were made;

	 	 	 	 
	 		(iii) 	
      except with respect to any information relating solely to
      the Agents and provided by the Agents in writing, such documents comply
      fully with the requirements of applicable Securities Laws; and

	 	 	 	 
	 		(iv) 	
      except as set forth or contemplated in the Prospectus or
      any Supplementary Material or as has otherwise been publicly disclosed,
      there has been no adverse material change (actual, anticipated,
      contemplated, proposed or threatened) in the business, affairs,
      operations, assets, liabilities (contingent or otherwise), prospects,
      capital or ownership of the Corporation on a consolidated basis since the
      end of the period covered by the Financial Statements.

	 	 	 	 
	 		
      Such deliveries shall also constitute the Corporation’s
      consent to the Agents’ use of the Preliminary Prospectus, the Final
      Prospectus and any Supplementary Material in connection with the
      distribution of the Offered Units in the Qualifying Provinces in
      compliance with this Agreement unless otherwise advised in
  writing.

	 	 	 	 
	 	(d) 	
      The Corporation confirms that it has previously delivered
      to the Agents copies of the Preliminary Prospectus signed as required by
      Securities Laws in the Qualifying Provinces and such number of commercial
      copies of the Preliminary Prospectus as the Agents requested. The
      Corporation shall:

	 	 	 	 
	 		(i) 	
      cause commercial copies of the Final Prospectus and any
      Supplementary Material to be delivered to the Agents without charge, in
      such numbers and at such locations in the Qualifying Provinces as the
      Agents may reasonably request, forthwith after the Agents have been
      advised that the Corporation has complied with the Securities Laws in the
      Qualifying Provinces with respect to the filing of the Final Prospectus
      and a Passport Decision Document has been issued pursuant to the Passport
      System. Such delivery shall be effected as soon as possible and, in any
      event, on or before a date which is one
Business Day after compliance with applicable Securities Laws in the
Qualifying Provinces with respect to the filing of the Final Prospectus, and on
or before a date which is one Business Day after the Canadian Securities
Regulators issue decision documents for, or accept for filing, as the case may
be, any Supplementary Material; 







12


	 	(ii) 	
      cause to be delivered to the Agents, as soon as
      practicable after preparation thereof, without charge, in such numbers and
      at such locations as the Lead Agent may reasonably request, commercial
      copies of the U.S. Private Placement Memorandum and any amendments or
      supplements thereto; and

	 	 	 
	 	(iii) 	
      cause to be provided to the Agents, without charge, such
      number of copies of any Documents Incorporated by Reference in the
      Preliminary Prospectus, the Final Prospectus or any Supplementary Material
      as the Agents may reasonably request for use in connection with the
      distribution of the Offered Units.




	 	(e) 	
      During the period commencing on the date hereof and until
      completion of the distribution of the Offered Units, the Corporation will
      promptly provide to the Agents drafts of any press releases of the
      Corporation for review by the Agents and the Agents’ counsel prior to
      issuance.

	 	 	 
	 	(f) 	
      Prior to the Closing Time, the Corporation shall file or
      cause to be filed with the TSX all necessary documents and shall take or
      cause to be taken all necessary steps to ensure that the Corporation has
      obtained all necessary approvals for the Warrants (including, for greater
      certainty, any Warrants issuable upon exercise of the Compensation Units)
      to be conditionally listed on the TSX, subject only to the Standard
      Listing Conditions.




	6. 	
      Material Changes

	 	 	 	 
		(a) 	
      During the period commencing on the date hereof up until
      such time as the Agents notify the Corporation of the completion of the
      distribution of the Offered Units under the Final Prospectus, the
      Corporation shall promptly inform the Agents (and if requested by the
      Agents, confirm such notification in writing) of the full particulars
      of:

	 	 	 	 
			(i) 	
      any material change (actual, anticipated, contemplated,
      threatened, financial or otherwise) in the assets, liabilities (contingent
      or otherwise), business, affairs, operations, prospects, capital or
      control of the Corporation and its Subsidiaries;

	 	 	 	 
			(ii) 	
      any material fact which has arisen or has been discovered
      and would have been required to have been stated in the Preliminary
      Prospectus, the Final Prospectus or any Supplementary Material
      (collectively, the “Offering Documents”) had the fact arisen or
      been discovered on, or prior to, the date of such documents;
  and







13


	 	(iii) 	
      any change in any material fact contained in the Offering
      Documents or whether any event or state of facts has occurred after the
      date hereof, which, in any case, is, or may be, of such a nature as to
      render any of the Offering Documents untrue or misleading in any material
      respect or to result in any misrepresentation in any of the Offering
      Documents, or which would result in the Final Prospectus or any
      Supplementary Material not complying (to the extent that such compliance
      is required) with the Securities Laws of any Qualifying
  Province.




	 	(b) 	
      The Corporation represents that it filed the Preliminary
      Prospectus and related documents with the Canadian Securities Regulators
      in the Qualifying Provinces on November 29, 2010 and obtained a Passport
      Decision Document therefore on such date. The Corporation will comply with
      Section 57 of the Securities Act and with the comparable provisions of the
      Securities Laws in the other Qualifying Provinces, and the Corporation
      will prepare and file promptly any Supplementary Material which may be
      necessary and will otherwise comply with all legal requirements necessary
      to continue to qualify the Offered Units for distribution in each of the
      Qualifying Provinces.

	 	 	 
	 	(c) 	
      In addition to the provisions of subsections 6(a) and
      6(b) hereof, the Corporation shall in good faith discuss with the Agents
      any change, event or fact contemplated in subsections 6(a) and 6(b) which
      is of such a nature that there is or could be reasonable doubt as to
      whether notice should be given to the Agents under subsection 6(a) hereof
      and shall consult with the Agents with respect to the form and content of
      any amendment or other Supplementary Material proposed to be filed by the
      Corporation, it being understood and agreed that no such amendment or
      other Supplementary Material shall be filed with any Securities Regulator
      prior to the review thereof by the Agents and their counsel, acting
      reasonably.

	 	 	 
	 	(d) 	
      If during the period of distribution of the Offered Units
      there shall be any change in applicable Securities Laws in the Qualifying
      Provinces which, in the opinion of the Agents, acting reasonably, requires
      the filing of any Supplementary Material, upon written notice from the
      Agents, the Corporation shall, to the satisfaction of the Agents, acting
      reasonably, promptly prepare and file any such Supplementary Material with
      the appropriate Canadian Securities Regulators where such filing is
      required.




	7. 	
      Covenants of the Corporation

	 	 	 
		
      The Corporation hereby covenants to the Agents that the
      Corporation:

	 	 	 
		(a) 	
      will advise the Agents, promptly after receiving notice
      thereof, of the time when the Final Prospectus and any Supplementary
      Material has been filed and a Passport Decision Document therefor has been
      obtained and will provide evidence reasonably satisfactory to the Agents
      of each such filing and copies of such decision documents;

	 	 	 
		(b) 	
      will advise the Agents, promptly after receiving notice
      or obtaining knowledge thereof, of:







14


	 	(i) 	
      the issuance by any Canadian Securities Regulators of any
      order suspending or preventing the use of the Preliminary Prospectus, the
      Final Prospectus or any Supplementary Material;

	 	 	 
	 	(ii) 	
      the suspension of the qualification of the Offered Units
      in any of the Qualifying Provinces or the institution, threatening or
      contemplation of any proceeding for such purpose; or

	 	 	 
	 	(iii) 	
      any requests made by any Canadian Securities Regulator
      for amending or supplementing the Preliminary Prospectus or the Final
      Prospectus or for additional information, and will use its commercially
      reasonable efforts to prevent the issuance of any order referred to in (i)
      above and, if any such order is issued, to obtain the withdrawal thereof
      as quickly as possible;




	 	(c) 	
      will use its commercially reasonable best efforts to
      maintain its status as a “reporting issuer” (or the equivalent thereof)
      not in default of the requirements of the Securities Laws of at least one
      of the Qualifying Provinces which have such a concept to the date that is
      at least 24 months following the Closing Date;

	 	 	 
	 	(d) 	
      will use its commercially reasonable best efforts to
      maintain the listing of the Common Shares and Warrants on the TSX or such
      other recognized stock exchange or quotation system as the Agents may
      approve, acting reasonably, for a period of at least 24 months following
      the Closing Date;

	 	 	 
	 	(e) 	
      provided that it receives payment therefor, will ensure
      that the Unit Shares underlying the Offered Units issuable on Closing
      shall be duly issued as fully paid and non- assessable Common
    Shares;

	 	 	 
	 	(f) 	
      will duly execute and deliver the Warrant Indenture and
      the Warrant Certificates at the Closing Time and comply with and satisfy
      all terms, conditions and covenants therein contained to be complied with
      or satisfied by the Corporation;

	 	 	 
	 	(g) 	
      will ensure that the Warrants (including, for greater
      certainty, any Warrants issuable upon exercise of the Compensation Units)
      are duly and validly created, authorized and issued and has the attributes
      corresponding in all material respects to the description set forth in
      this Agreement, the Prospectus and the Warrant Indenture and will ensure
      that the Warrant Shares issuable upon the exercise of the Warrants shall,
      upon issue in accordance with the terms thereof, be duly issued as fully
      paid and non- assessable Common Shares;

	 	 	 
	 	(h) 	
      will duly execute and deliver the Compensation Option
      Certificates at the Closing Time and comply with and satisfy all terms,
      conditions and covenants therein contained to be complied with or
      satisfied by the Corporation;

	 	 	 
	 	(i) 	
      will ensure that the Compensation Options are duly and
      validly created, authorized and issued and have attributes corresponding
      in all material respects to the description set forth in this Agreement,
      the Prospectus and the Compensation Option
Certificates;







15


	 	(j) 	
      will ensure that the Unit Shares issuable upon the
      exercise of the Compensation Options shall, upon issue in accordance with
      the terms thereof, be duly issued as fully paid and non-assessable Common
      Shares;

	 	 	 
	 	(k) 	
      will use the proceeds of the Offering in the manner
      specified in the Final Prospectus; and

	 	 	 
	 	(l) 	
      to the extent that any Offered Units are sold to, or for
      the account or benefit of, persons in the United States or U.S. Persons
      pursuant to Rule 506 of Regulation D under the U.S. Securities Act, file a
      notice with the United States Securities and Exchange Commission on Form D
      in accordance with Rule 503 of Regulation D under the U.S. Securities Act
      forthwith upon being notified by the Agents that such has occurred in
      accordance with prescribed time periods for such
filing.




	8. 	
      Representations and Warranties of the
      Corporation.

	 	 	 
		
      The Corporation represents and warrants to the Agents as
      of the date hereof, and acknowledges that the Agents are relying upon each
      of such representations and warranties in completing the Closing,
    that:

	 	 	 
		(a) 	
      the Corporation and each of the Subsidiaries was
      incorporated, organized, continued or amalgamated and is validly existing
      under the laws of the jurisdiction in which it was incorporated,
      organized, continued or amalgamated, as the case may be, has all requisite
      corporate power and authority to carry on its business as now conducted or
      proposed to be conducted and is duly qualified to own, lease or operate
      its properties and assets and no steps or proceedings have been taken by
      any person, voluntary or otherwise, requiring or authorizing its
      dissolution or winding up, and the Corporation has all requisite power and
      authority to enter into each of this Agreement, the Warrant Indenture and
      the Compensation Option Certificates and to carry out its obligations
      hereunder and thereunder;

	 	 	 
		(b) 	
      the Corporation has no direct or indirect subsidiaries
      other than the following (collectively, the “Subsidiaries” and
      each, a “Subsidiary”) nor any investment or proposed investment in
      any person which, for the financial year ended April 30, 2010 accounted
      for more than five percent of the consolidated assets or consolidated
      revenues of the Corporation or would otherwise be material to the business
      and affairs of the Corporation on a consolidated
basis:




	 	  	 	Corporate 	 	 	Approximate 	 
	 	Subsidiary 	 	Jurisdiction 	 	 	Percentage
      Ownership 	 
	 	Rio Condor Resources S.A. 	 	Chile 	 	 	99% 	 
	 	Bridgeport Gold Inc. 	 	Nevada, USA 	 	 	100% 	 



	 	(c) 	
      the Corporation owns, directly or indirectly, the
      approximate percentage of the issued and outstanding shares of the
      Subsidiaries set forth in 8(b) above, all of which shares are issued as
      fully paid and non-assessable shares, free and clear of all mortgages,
      liens, charges, pledges, security interests, Encumbrances, claims or
      demands whatsoever and, other than as disclosed in the Prospectus, no
      person, firm or corporation has any agreement, option, right or privilege
(whether pre-emptive or contractual) capable of becoming an agreement, for the
purchase from the Corporation or any Subsidiary of any interest in any of the
shares in the capital of any of the Subsidiaries; 







16


	 	(d) 	
      the Corporation and each of the Subsidiaries have each
      been conducting its business in compliance in all material respects with
      all applicable laws and regulations of each jurisdiction in which it
      carries on business or in which its services are provided and has not
      received a notice of non-compliance, nor knows of, nor has reasonable
      grounds to know of, any facts that could give rise to a notice of
      non-compliance with any such laws, regulations and permits;

	 	 	 
	 	(e) 	
      the Corporation and each of the Subsidiaries holds all
      licences, registrations, qualifications, permits and consents necessary or
      appropriate for carrying on their respective business as currently carried
      on and all such licences, registrations, qualifications, permits and
      consents are valid and subsisting and in good standing in all material
      respects;

	 	 	 
	 	(f) 	
      (A) the Corporation and each of the Subsidiaries are the
      absolute legal and beneficial owners of, and have good and valid title to,
      all of the material property or assets thereof or the rights to acquire
      such interest, as the case may be, all as described in the Prospectus
      subject only to the Encumbrances described in the Prospectus, and no other
      property or assets are necessary for the conduct of the business of the
      Corporation as currently conducted, (B) neither the Corporation nor the
      Subsidiaries know of any claim or the basis for any claim that might or
      could materially and adversely affect the right thereof to use, transfer
      or otherwise exploit such property or assets, other than has been
      described to the Agents and (C) neither the Corporation nor the
      Subsidiaries have any responsibility or obligation to pay any material
      commission, royalty, licence fee or similar payment to any person with
      respect to the property and assets owned by the Corporation or any of the
      Subsidiaries, other than in the normal course of business or as described
      in the Prospectus;

	 	 	 
	 	(g) 	
      each of the execution and delivery of this Agreement, the
      Warrant Indenture and the Compensation Option Certificates, the
      performance by the Corporation of its obligations hereunder and
      thereunder, the issue and sale of the Offered Units and the consummation
      of the transactions contemplated in this Agreement, including the issuance
      and delivery of the Offered Units, the issuance and delivery of the
      Compensation Options and the issuance and delivery of the Compensation
      Units upon the exercise of the Compensation Options, and in the Warrant
      Indenture, including the issuance and delivery of the Warrants and the
      issuance and delivery of the Warrant Shares upon exercise of the Warrants
      respectively, do not and will not conflict with or result in a breach or
      violation of any of the terms or provisions of, or constitute a default
      under (whether after notice or lapse of time or both), (A) any statute,
      rule, policy or regulation applicable to the Corporation including,
      without limitation, applicable Securities Laws and the rules and
      regulations of the TSX; (B) the constating documents or resolutions of the
      directors or shareholders of the Corporation which are in effect at the
      date hereof; (C) any mortgage, note, indenture, contract, agreement, joint
      venture, partnership, instrument, lease or other document to which the
      Corporation or any of the Subsidiaries is a party or by which it is bound;
      or (D) any judgment, decree or order binding the Corporation or
any of the Subsidiaries or the property or assets thereof; 







17


	 	(h) 	
      the Corporation is a reporting issuer under the
      Securities Laws of British Columbia, Alberta and Ontario, is not in
      default of any requirement of such Securities Laws, is not included on a
      list of defaulting reporting issuers maintained by the Securities
      Regulators and will be, at the time of Closing, a reporting issuer under
      the Securities Laws of the Qualifying Provinces;

	 	 	 	 
	 	(i) 	
      the Corporation is in compliance in all material respects
      with its timely and continuous disclosure obligations under the Securities
      Laws of the Qualifying Provinces and the policies, rules and regulations
      of the TSX and, without limiting the generality of the foregoing, there
      has not occurred any material change, financial or otherwise, in the
      assets, liabilities (contingent or otherwise), business, financial
      condition, prospects or capital of the Corporation on a consolidated basis
      since April 30, 2010 which has not been publicly disclosed on a
      non-confidential basis; all statements set forth in all documents publicly
      filed by or on behalf of the Corporation pursuant to applicable Securities
      Laws, including the Documents Incorporated by Reference were true,
      correct, and complete in all material respects and did not contain any
      misrepresentation as of the date of such statements; and the Corporation
      has not filed any confidential material change reports since the date of
      such statements which remain confidential as at the date hereof;

	 	 	 	 
	 	(j) 	
      except as disclosed in the Prospectus or as contemplated
      herein, none of the Corporation or any of the Subsidiaries has approved,
      has entered into any agreement in respect of, or has any knowledge
    of:

	 	 	 	 
	 		A. 	
      the purchase of any material property or assets or any
      interest therein or the sale, transfer or other disposition of any
      material property or assets or any interest therein currently owned,
      directly or indirectly, by the Corporation or any of the Subsidiaries
      whether by asset sale, transfer of shares or otherwise;

	 	 	 	 
	 		B. 	
      any change of control (by sale or transfer of shares or
      sale of all or substantially all of the property and assets of the
      Corporation or any of the Subsidiaries or otherwise) of the Corporation or
      any of the Subsidiaries; or

	 	 	 	 
	 		C. 	
      a proposed or planned disposition of shares by any
      shareholder who owns, directly or indirectly, 10% or more of the
      outstanding shares of the Corporation or any of the
Subsidiaries;

	 	 	 	 
	 	(k) 	
      the Financial Statements, including the notes and the
      related auditors’ reports thereto, as applicable, in each case as
      incorporated by reference in the Prospectus, have been prepared in
      accordance with Canadian generally accepted accounting principles
      (“Canadian GAAP”), applied on a basis consistent with prior periods
      (except as disclosed in such consolidated financial statements) and
      present fairly and correctly the consolidated financial position of the
      Corporation as at the dates thereof and the consolidated results of the
      operations and cash flows of the Corporation for
the periods then ended and contain and reflect adequate provisions
or allowance for all reasonably anticipated liabilities, expenses and losses of
the Corporation and there has been no change in accounting policies or practices
of the Corporation, since April 30, 2010, except as has been publicly disclosed
in the Documents Incorporated by Reference; 







18


	 	(l) 	
      there are no material liabilities of the Corporation
      whether direct, indirect, absolute, contingent or otherwise which are not
      disclosed or reflected in the Financial Statements;

	 	 	 
	 	(m) 	
      all taxes (including income tax, capital tax, payroll
      taxes, employer health tax, workers’ compensation payments, property
      taxes, custom and land transfer taxes), duties, royalties, levies,
      imposts, assessments, deductions, charges or withholdings and all
      liabilities with respect thereto including any penalty and interest
      payable with respect thereto (collectively, “Taxes”) due and
      payable by the Corporation and the Subsidiaries have been paid, except
      where the failure to pay Taxes would not constitute an adverse material
      fact in respect of the Corporation or have a Material Adverse Effect on
      the Corporation or any of the Subsidiaries. All tax returns, declarations,
      remittances and filings required to be filed by the Corporation and the
      Subsidiaries have been filed with all appropriate Governmental Authorities
      and all such returns, declarations, remittances and filings are complete
      and accurate and no material fact or facts have been omitted therefrom
      which would make any of them misleading, except where the failure to file
      such documents would not constitute an adverse material fact in respect of
      the Corporation or have a Material Adverse Effect on the Corporation or
      any of the Subsidiaries. No examination of any tax return of the
      Corporation or any of the Subsidiaries is currently in progress and there
      are no issues or disputes outstanding with any Governmental Authority
      respecting any Taxes that have been paid, or may be payable, by the
      Corporation or any of the Subsidiaries, in any case, except where such
      examinations, issues or disputes would not constitute an adverse material
      fact in respect of the Corporation or have a Material Adverse Effect on
      the Corporation or any of the Subsidiaries;

	 	 	 
	 	(n) 	
      the Corporation and, as applicable, the Subsidiaries have
      established on their books and records reserves that are adequate for the
      payment of all Taxes not yet due and payable and there are no liens for
      Taxes on the assets of the Corporation or the Subsidiaries, and, to the
      knowledge of the Corporation, there are no audits pending of the tax
      returns of the Corporation or the Subsidiaries (whether federal, state,
      provincial, local or foreign) and there are no claims which have been or
      may be asserted relating to any such tax returns, which audits and claims,
      if determined adversely, would result in the assertion by any governmental
      agency of any deficiency that would result in a Material Adverse
      Effect;

	 	 	 
	 	(o) 	
      the Corporation’s Auditors, who audited the Financial
      Statements of the Corporation for the financial year ended April 30, 2010
      and who provided their audit report thereon are independent in accordance
      with the auditors’ rules of professional conduct, are, to the
      Corporation’s knowledge, independent public accountants as required under
      applicable Securities Laws and there has never been a reportable event
      (within the meaning of National Instrument 51-102 – Continuous
      Disclosure Obligations) between the Corporation and the Corporation’s
      Auditors or, to the knowledge of the Corporation, any former auditors of
      the Corporation; 







19 

	 	(p) 	
      as at the Closing Date, except as disclosed in the
      Prospectus, neither the Corporation nor the Subsidiaries have any
      outstanding convertible securities and, except as disclosed in the
      Prospectus or pursuant to the Corporation’s share compensation plans, no
      person has any agreement or option or right or privilege capable of
      becoming an agreement for the purchase, subscription or issuance of any
      unissued shares, securities or warrants of the Corporation or any of the
      Subsidiaries;

	 	 	 
	 	(q) 	
      there is not, in the articles or by-laws of the
      Corporation or of any of the Subsidiaries, or in any agreement, mortgage,
      note, debenture, indenture or other instrument or document to which the
      Corporation or any of the Subsidiaries is party, any restriction upon or
      impediment to the declaration or payment of dividends by the directors of
      the Corporation or the payment of dividends by the Corporation to its
      securityholders;

	 	 	 
	 	(r) 	
      neither the Corporation nor any of the Subsidiaries is
      aware of any licensing or legislation, regulation, by-law or other lawful
      requirement of any governmental body having lawful jurisdiction over the
      Corporation or any of the Subsidiaries presently in force or to their
      collective knowledge, proposed to be brought into force that the
      Corporation anticipates it or any of the Subsidiaries will be unable to
      comply with, to the extent that compliance is necessary, which would
      reasonably be likely to result in a Material Adverse Effect on the
      Corporation or any of the Subsidiaries;

	 	 	 
	 	(s) 	
      there is no agreement in force or effect which in any
      manner affects or will affect the voting or control of any of the
      securities of the Corporation or of any of the Subsidiaries;

	 	 	 
	 	(t) 	
      none of the officers or employees of the Corporation or
      of any of the Subsidiaries, any person who owns, directly or indirectly,
      more than 10% of any class of securities of the Corporation or securities
      of any person exchangeable for more than 10% of any class of securities of
      the Corporation, or any associate or affiliate of any of the foregoing,
      had or has any material interest, direct or indirect, in any transaction
      or any proposed transaction (including, without limitation, any loan made
      to or by any such person) with the Corporation or any of the Subsidiaries
      which, as the case may be, materially affects, is material to or will
      materially affect the Corporation on a consolidated basis;

	 	 	 
	 	(u) 	
      there are no actions, suits, judgments, investigations,
      inquiries or proceedings of any kind whatsoever outstanding, pending or,
      to the knowledge of the Corporation after due enquiry, threatened against
      or affecting the Corporation, any of the Subsidiaries or their respective
      directors or officers, at law or in equity or before or by any commission,
      board, bureau or agency of any kind whatsoever and, to the knowledge of
      the Corporation, there is no basis therefor and neither the Corporation
      nor any of the Subsidiaries is subject to any judgment, order, writ,
      injunction, decree, award, rule, policy or regulation of any Governmental
      Authority which, either separately or in the aggregate, may have a
      Material Adverse Effect on the Corporation or any of the Subsidiaries or
      would adversely affect the ability of the Corporation to perform its
      obligations under this Agreement;







20


	 	(v) 	
      no legal or governmental proceedings or inquiries are
      pending to which the Corporation or any of the Subsidiaries is a party or
      to which its property is subject that would result in the revocation or
      modification of any material certificate, authority, permit or licence
      necessary to conduct the business now owned or operated by the Corporation
      and the Subsidiaries which, if the subject of an unfavourable decision,
      ruling or finding would have a Material Adverse Effect on the Corporation
      or any of the Subsidiaries and, to the best of the Corporation’s
      knowledge, no such legal or governmental proceedings or inquiries have
      been threatened against or are contemplated with respect to the
      Corporation or any of the Subsidiaries;

	 	 	 
	 	(w) 	
      no approval, authorization, consent or other order of,
      and no filing, registration or recording with, any Governmental Authority
      or other person is required of the Corporation in connection with the
      execution and delivery of or with the performance by the Corporation of
      this Agreement except: (i) those which have been obtained or those which
      may be required and shall be obtained prior to the Closing Time under
      applicable Securities Laws or the rules of the TSX, including in
      compliance with applicable Securities Laws with regard to the distribution
      of the Offered Units in the Qualifying Provinces, and (ii) such
      post-Closing notice filings with Securities Regulators and the TSX as may
      be required in connection with the Offering;

	 	 	 
	 	(x) 	
      other than as disclosed to the Agents, none of the
      Corporation nor any of the Subsidiaries is in violation of its constating
      documents or in default of the performance or observance of any material
      obligation, agreement, covenant or condition contained in any material
      contract, indenture, trust deed, mortgage, loan agreement, note, lease or
      other agreement or instrument to which it is a party or by which it or its
      property may be bound;

	 	 	 
	 	(y) 	
      other than as disclosed to the Agents, none of the
      Corporation or any Subsidiary knows of any claim or the basis for any
      claim that might or could materially adversely affect the right of the
      Corporation or any Subsidiary to use or otherwise exploit any of the
      property or assets thereof and, except as disclosed in the Prospectus,
      none of the Corporation or any Subsidiary has any responsibility or
      obligation to pay any commission, royalty, licence fee or similar payment
      to any Person with respect to the property rights thereof;

	 	 	 
	 	(z) 	
      the Corporation or a Subsidiary holds either freehold
      title, mining leases, mining claims or participating interests or other
      conventional property, proprietary or contractual interests or rights,
      recognized in the jurisdiction in which the Material Properties are
      located and in respect of the ore bodies and minerals located in
      properties in which the Corporation or a Subsidiary has an interest as
      described in the Prospectus under valid, subsisting and enforceable title
      documents or other recognized and enforceable agreements or instruments,
      sufficient to permit the Corporation or a Subsidiary to explore for the
      minerals relating thereto, other than as disclosed to the
Agents;

	 	 	 
	 	(aa) 	
      all such property, leases or claims that comprise the
      Material Properties and all property, leases or claims in which the
      Corporation or a Subsidiary has an interest or right have been validly
      located and recorded in accordance with all applicable laws and are valid
      and subsisting and, other than as disclosed to the Agents,
  the Corporation or a Subsidiary has all necessary surface rights,
access rights and other necessary rights and interests relating to the
properties in which the Corporation or a Subsidiary has an interest as described
in the Prospectus granting the Corporation or a Subsidiary the right and ability
to explore for minerals, ore and metals for development purposes as are
appropriate in view of the rights and interest therein of the Corporation or a
Subsidiary, with only such exceptions as do not materially interfere with the
use made by the Corporation or a Subsidiary of the rights or interests so held
and each of the proprietary interests or rights and each of the documents,
agreements and instruments and obligations relating thereto referred to above is
currently in good standing in all material respects in the name of the
Corporation or a Subsidiary, other than as disclosed to the Agents; 







21


	 	(bb) 	
      any and all of the material agreements and other
      documents and instruments pursuant to which the Corporation or any
      Subsidiary holds the property and assets thereof are valid and subsisting
      agreements, documents or instruments in full force and effect, enforceable
      in accordance with terms thereof, none of the Corporation or any
      Subsidiary is in default of any of the material provisions of any such
      agreements, documents or instruments nor has any such default been
      alleged, other than as disclosed to the Agents, and such properties and
      assets are in good standing under the applicable statutes and regulations
      of the jurisdictions in which they are situated, all leases, licences and
      claims pursuant to which the Corporation or any Subsidiary derive the
      interests thereof in such property and assets are in good standing and
      there has been no material default under any such lease, licence or claim
      and all taxes required to be paid with respect to such properties and
      assets to the date hereof have been paid. None of the properties or assets
      of the Corporation or any Subsidiary is subject to any right of first
      refusal, first offer, back-in, bump-up, purchase, acquisition or other
      similar right which is not disclosed in the Prospectus;

	 	 	 	 
	 	(cc) 	
      the Corporation and the Subsidiaries are in material
      compliance with all applicable federal, provincial, state, municipal and
      local laws, statutes, ordinances, by-laws and regulations and orders,
      directives and decisions rendered by any ministry, department or
      administrative or regulatory agency, domestic or foreign (the
      “Environmental Laws”) relating to the protection of the
      environment, occupational health and safety or the processing, use,
      treatment, storage, disposal, discharge, transport or handling of any
      pollutants, contaminants, chemicals or industrial, toxic or hazardous
      wastes or substance (“Hazardous Substances”) except where such
      non-compliance would not have a Material Adverse Effect on the
      Corporation;

	 	 	 	 
	 		(i) 	
      the Corporation and the Subsidiaries have, collectively,
      obtained all material licences, permits, approvals, consents,
      certificates, registrations and other authorizations under all applicable
      Environmental Laws (the “Environmental Permits”) necessary as at
      the date hereof for the operation of the businesses carried on as set
      forth in the Prospectus by the Corporation and the Subsidiaries and, to
      the best of the knowledge of the Corporation, no proceeding is pending or
      threatened to revoke or limit any Environmental Permit;




	 	 	 
	 	(ii) 	
      neither the Corporation nor any of the Subsidiaries has
      used, except in material compliance with all Environmental Laws and
      Environmental Permits, any property or facility which it owns or leases or
previously owned or leased, to generate, manufacture, process, distribute, use,
treat, store, dispose of, transport or handle any Hazardous Substance; 







22


	 	(iii) 	
      neither the Corporation nor any of the Subsidiaries have
      received any notice of, or been prosecuted for an offence alleging,
      non-compliance with any Environmental Law nor is the Corporation aware of
      any such notice which has been given to a prior occupant of the Material
      Properties which remains applicable to the Corporation, and neither the
      Corporation nor any of the Subsidiaries have settled any allegation of
      non-compliance short of prosecution, in respect of the Material
      Properties. There are no orders or directions relating to environmental
      matters requiring any material work, repairs, construction or capital
      expenditures to be made with respect to any of the assets of the
      Corporation or any of its Subsidiaries which are material to the
      Corporation, nor has the Corporation or any of its Subsidiaries received
      notice of any of the same; neither the Corporation nor any of the
      Subsidiaries has received any notice wherein it is alleged or stated that
      it is potentially responsible for a federal, provincial, state, municipal
      or local clean-up site or corrective action under any Environmental Laws
      and neither the Corporation nor any of the Subsidiaries has received any
      request for information in connection with any federal, state, municipal
      or local inquiries as to disposal sites;

	 	 	 	 
	 	(iv) 	
      the Corporation and the Subsidiaries, taken as a whole,
      own, control or have legal rights, as described in the Prospectus to,
      through mining tenements of various types and descriptions, such rights,
      titles and interests as are materially necessary or appropriate to
      authorize and enable it to carry on the material mineral exploration
      and/or mining activities as currently being undertaken or contemplated and
      has obtained or, upon performance of all conditions precedent expect to be
      able to obtain, such rights, titles and interests as may be required to
      implement their plans on the Material Properties and are not in default of
      such rights, titles and interests, other than as disclosed to the
      Agents;

	 	 	 	 
	 	(v) 	
      In relation to the Material Properties:

	 	 	 	 
	 		A. 	
      The Corporation and its Subsidiaries know of no claim or
      basis for any claim, including a claim with respect to native rights, that
      might or could adversely affect the right thereof to use, transfer or
      otherwise exploit such property rights on its Material Properties and the
      Corporation and its Subsidiaries have no responsibility or obligation to
      pay any commission, royalty, licence fee or similar payment to any person
      with respect to the property rights thereof other than as described in the
      Prospectus;

	 	 	 	 
	 		B. 	
      All assessments or other work required to be performed in
      relation to the material mining claims and/or concessions and the mining
      rights of the Corporation in order to maintain the Corporation’s interest
      therein, if any, have been performed to date and the Corporation
  and the Subsidiaries have complied in all material respects with
all applicable governmental laws, regulations and policies in this connection as
well as with regard to legal, contractual obligations to third parties in this
connection except for any non-compliance which would not either individually or
in the aggregate have a material adverse effect on the Corporation or the
Subsidiaries. All such mining claims and mining rights in respect of the
Material Properties are in good standing in all material respects as of the date
of this Agreement; 







23


	 	C. 	
      Any and all of the agreements and other documents and
      instruments pursuant to which the Corporation and the Subsidiaries hold
      the Material Properties and assets (including any interest in, or right to
      earn an interest in, the Material Properties), are valid and subsisting
      agreements, documents or instruments in full force and effect, enforceable
      in accordance with the terms thereof, the Corporation and its Subsidiaries
      are not in default of any of the material provisions of any such
      agreements, documents or instruments nor has any such default been
      alleged, other than as disclosed to the Agents and such Material
      Properties and assets are in good standing under the applicable statutes
      and regulations of the jurisdictions in which they are situated, and there
      has been no material default under any lease, licence or claim pursuant to
      which the Corporation or its Subsidiaries derives an interest in such
      Material Properties or assets and all taxes required to be paid with
      respect to such Material Properties and assets to the date hereof have
      been paid. The interests of the Corporation or its Subsidiaries in, or
      rights of the Corporation or its Subsidiaries to earn an interest in, the
      Material Properties are not subject to any right of first refusal or
      purchase or acquisition rights;

	 	 	 
	 	D. 	
      All operations on the Material Properties of the
      Corporation and the Subsidiaries since acquisition of such Material
      Properties by the Subsidiaries have been conducted in all material
      respects in accordance with good mining and engineering practices and all
      applicable material workers’ compensation and health and safety and
      workplace laws, regulations and policies have been complied with in all
      material respects;

	 	 	 
	 	E. 	
      In respect of the Material Properties, there are no
      environmental audits, evaluations, assessments, studies or tests relating
      to the Corporation or any of the Subsidiaries except for ongoing
      assessments conducted by or on behalf of the Corporation in the ordinary
      course; and

	 	 	 
	 	F. 	
      The Corporation is in compliance in all material respects
      with the provisions of National Instrument 43-101 – Standards of
      Disclosure for Mineral Projects, and has filed all technical reports
      required thereby.







24


	 	(dd) 	
      any and all of the material agreements and other
      documents and instruments pursuant to which the Corporation and the
      Subsidiaries hold the property and assets thereof are valid and subsisting
      agreements, documents or instruments in full force and effect, enforceable
      in accordance with the terms thereof, neither the Corporation nor any of
      the Subsidiaries is in default of any of the material provisions of any
      such agreements, documents or instruments nor has any such default been
      alleged other than as disclosed to the Agents and such properties and
      assets are in good standing under the applicable statutes and regulations
      of the jurisdictions in which they are situated; and all material leases,
      licences and claims pursuant to which the Corporation or any of the
      Subsidiaries derives the interests thereof in such property and assets are
      in good standing and there has been no material default under any such
      lease, licence or claim. None of the properties (or any interest in, or
      right to earn an interest in, any property) of the Corporation or any of
      the Subsidiaries is subject to any right of first refusal or purchase or
      acquisition right;

	 	 	 
	 	(ee) 	
      at the Closing Time, each of this Agreement, the Warrant
      Indenture, the Warrant Certificates and the Compensation Option
      Certificates shall have been duly authorized and executed and delivered by
      the Corporation and upon such execution and delivery each shall constitute
      a valid and legally binding obligation of the Corporation and each shall
      be enforceable against the Corporation in accordance with its terms,
      except as enforcement thereof may be limited by bankruptcy, insolvency,
      reorganization, moratorium and other laws relating to or affecting the
      rights of creditors generally and except as limited by the application of
      equitable principles when equitable remedies are sought, and by the fact
      that rights to indemnity, contribution and waiver, and the ability to
      sever unenforceable terms, may be limited by applicable law;

	 	 	 
	 	(ff) 	
      the Corporation has full corporate power and authority to
      enter into this Agreement, the Warrant Indenture, the Warrant Certificates
      and the Compensation Option Certificates, to do all acts and things and
      execute and deliver all documents as are required hereunder and thereunder
      to be done, observed, performed or executed and delivered by it in
      accordance with the terms hereof and thereof; all necessary corporate
      action has been taken by the Corporation to carry out its obligations
      hereunder and to validly create, allot and authorize the issuance and sale
      of the Unit Shares, the Warrants and the Compensation Options, and upon
      the due exercise of the Warrants in accordance with the provisions
      thereof, the Warrant Shares will be validly issued as fully paid and
      non-assessable Common Shares and, upon the due exercise of the
      Compensation Options in accordance with the provisions thereof, the Unit
      Shares issuable in connection therewith will be validly issued as fully
      paid and non-assessable Common Shares;

	 	 	 
	 	(gg) 	
      the Common Shares are listed and posted for trading on
      the TSX and all necessary notices and filings have been made with and all
      necessary consents, approvals and authorizations have been obtained by the
      Corporation from the TSX to ensure that, subject to fulfilling the
      Standard Listing Conditions, the Unit Shares, the Warrant Shares issuable
      upon exercise of the Warrants (including for greater certainty, any
      Warrant Shares issuable upon exercise of the Warrants issuable upon
      exercise of the Compensation Options) and the Unit Shares issuable upon
      exercise of the Compensation Options will be listed and posted for trading
      on the TSX upon their issuance and no order, ruling or determination having the
effect of suspending the sale or ceasing the trading in any securities of the
Corporation has been issued by any regulatory authority and is continuing in
effect and no proceedings for that purpose have been instituted or, to the
knowledge of the Corporation, are pending, contemplated or threatened by any
regulatory authority; 







25


	 	(hh) 	
      the Corporation has made application to list the Warrants
      on the TSX and, as at the Closing Time, the Warrants will be listed and
      posted for trading on the TSX. subject to fulfilling the Standard Listing
      Conditions.

	 	 	 
	 	(ii) 	
      the authorized capital of the Corporation consists of an
      unlimited number of Common Shares, of which, as at the close of business
      on December 12, 2010, 32,904,600 Common Shares were issued and outstanding
      as fully paid and non-assessable shares in the capital of the
      Corporation;

	 	 	 
	 	(jj) 	
      neither the Corporation nor any of the Subsidiaries has
      made any loans to or guaranteed the obligations of any person other than
      inter-corporate loans;

	 	 	 
	 	(kk) 	
      the assets of the Corporation and the Subsidiaries and
      their business and operations are insured against loss or damage with
      responsible insurers on a basis consistent with insurance obtained by
      reasonably prudent participants in comparable businesses in comparable
      circumstances, and such coverage is in full force and effect, and the
      Corporation has not failed to promptly give any notice of any material
      claim thereunder;

	 	 	 
	 	(ll) 	
      Valiant Trust Company, at its principal offices in the
      City of Toronto, has been duly appointed as registrar and transfer agent
      for the Common Shares;

	 	 	 
	 	(mm) 	
      the minute books and records of the Corporation and the
      Subsidiaries made available to counsel for the Agents in connection with
      its due diligence investigation of the Corporation are all of the minute
      books and records of the Corporation and the Subsidiaries, respectively,
      and contain copies of all material proceedings (or certified copies
      thereof or drafts thereof pending approval) of the shareholders, the
      directors and all committees of directors of the Corporation and the
      Subsidiaries to the date of review of such corporate records and minute
      books and there have been no other meetings, resolutions or proceedings of
      the shareholders, directors or any committees of the directors of the
      Corporation or any Subsidiary to the date hereof not reflected in such
      minute books and other records, other than those which are not material to
      the Corporation or the Subsidiaries, as the case may be;

	 	 	 
	 	(nn) 	
      there has not been and there is not currently any labour
      disruption, grievance, arbitration proceeding or other conflict between
      the Corporation (or any predecessor to the Corporation) and the employees
      of the Corporation which could reasonably be expected to have a Material
      Adverse Effect on the Corporation or any of the Subsidiaries;

	 	 	 
	 	(oo) 	
      the Corporation and the Subsidiaries are in compliance in
      all material respects with all laws respecting employment and employment
      practices, terms and conditions of employment, pay equity and wages, and
      there are no outstanding, threatened or to the knowledge of the
      Corporation, pending proceedings, actions, complaints or orders,
      respecting employment and employment practices, terms and conditions of
      employment, pay equity, labour relations, workers compensation, workplace
      safety, human rights and wages, there is no labour strike, dispute,
      slowdown, stoppage, complaint or grievance pending or, to the best of the
      knowledge of the Corporation, threatened against the Corporation or any
      Subsidiary and no employee has any agreement as to the length of notice
      required to terminate this or her employment with the Corporation or any
      Subsidiary in excess of twelve months or equivalent compensation; 







26


	 	(pp) 	
      no union has been accredited or otherwise designated to
      represent any employees of the Corporation or any of the Subsidiaries and,
      to the knowledge of the Corporation, no accreditation request or other
      representation question is pending with respect to the employees of the
      Corporation or any of the Subsidiaries and no collective agreement or
      collective bargaining agreement or modification thereof has expired or is
      in effect in any of the Corporation’s facilities and none is currently
      being negotiated by the Corporation or any of the Subsidiaries;

	 	 	 
	 	(qq) 	
      the Prospectus discloses, to the extent required by
      applicable Securities Laws, each material plan for retirement, bonus,
      stock purchase, profit sharing, stock option, deferred compensation,
      severance or termination pay, insurance, medical, hospital, dental, vision
      care, drug, sick leave, disability, salary continuation, legal benefits,
      unemployment benefits, vacation, incentive or otherwise contributed to, or
      required to be contributed to, by the Corporation for the benefit of any
      current or former director, officer, employee or consultant of the
      Corporation (the “Employee Plans”), each of which has been
      maintained in all material respects with its terms and with the
      requirements prescribed by any and all statutes, orders, rules and
      regulations that are applicable to such Employee Plans;

	 	 	 
	 	(rr) 	
      the Corporation maintains a system of internal accounting
      controls sufficient to provide reasonable assurances that (A) transactions
      are executed in accordance with management’s general or specific
      authorization; (B) transactions are recorded as necessary to permit
      preparation of financial statements in conformity with Canadian GAAP and
      to maintain accountability for assets; and (C) the recorded accountability
      for assets of the Corporation and the Subsidiaries is compared with the
      existing assets of the Corporation and the Subsidiaries at reasonable
      intervals and appropriate action is taken with respect to any differences
      therein;

	 	 	 
	 	(ss) 	
      upon satisfaction of the Standard Listing Conditions on
      the Closing Date, the Offered Units will be qualified investments under
      the Income Tax Act (Canada) and the regulations thereunder for
      trusts governed by registered retirement savings plans, registered
      retirement income funds, deferred profit sharing plans, registered
      education savings plans, registered disability savings plans and tax-free
      savings accounts;

	 	 	 
	 	(tt) 	
      all information which has been prepared by the
      Corporation relating to the Corporation, the Subsidiaries and the
      business, property and liabilities thereof and either publicly disclosed,
      provided or made available to the Agents, including the Prospectus and all
      financial, marketing, sales and operational information provided to the
      Agents is, as of the date of such information, true and correct in all
      material respects, taken as whole, and no fact or facts have been omitted
      therefrom which would make such information materially misleading and the
      Corporation has not withheld and will not withhold from the Agents prior
      to the Closing Time, any material facts relating to the Corporation, the
      Subsidiaries or the Offering; 







27


	 	(uu) 	
      the Corporation has not completed any “significant
      acquisition” nor is it proposing any “probable acquisitions” (as such
      terms are used in National Instrument 44-101 – Short Form Prospectus
      Offerings of the Canadian Securities Administrators) that would
      require the inclusion of any additional financial statements or pro forma
      financial statements in the Prospectus pursuant to applicable Securities
      Laws;

	 	 	 
	 	(vv) 	
      the Corporation is eligible to file a short form
      prospectus in each of the Qualifying Provinces pursuant to applicable
      Securities Laws and on the date of and upon filing of the Final Prospectus
      there will be no documents required to be filed under applicable
      Securities Laws in connection with the Offering that will not have been
      filed as required;

	 	 	 
	 	(ww) 	
      to the knowledge of the Corporation, none of the
      Corporation, its officers or directors is aware of any circumstances
      presently existing under which liability is or could reasonably be
      expected to be incurred under Part XXIII – Civil Liability for Secondary
      Market Disclosure of the Securities Act; and

	 	 	 
	 	(xx) 	
      other than the Agents, there is no person acting or
      purporting to act at the request or on behalf of the Corporation that is
      entitled to any brokerage or finder’s fee in connection with the
      transactions contemplated by this Agreement.




	9. 	
      Closing Deliveries

	 	 
		
      The purchase and sale of the Offered Units shall be
      completed at the Closing Time at the offices of Cassels Brock &
      Blackwell LLP in Toronto, Ontario, or at such other place as the Lead
      Agent and the Corporation may agree. At or prior to the Closing Time, the
      Corporation shall duly and validly cause the Unit Shares and Warrants
      comprising the Offered Units to be issued as directed by the Agents and
      registered in such name or names as the Agents may notify the Corporation
      in writing not less than 48 hours prior to the Closing Time (provided that
      any Unit Shares and Warrants sold to, or for the account or benefit of,
      persons in the United States or U.S. Persons pursuant to Schedule “A”
      shall be individually certificated), against payment by the Agents to the
      Corporation, at the direction of the Corporation, in lawful money of
      Canada by wire transfer or, if permitted by applicable law, by certified
      cheque or bank draft, payable at par in the City of Toronto, Ontario, of
      an amount equal to the aggregate purchase price for the Offered Units
      being issued and sold hereunder less the applicable Commission and all of
      the estimated expenses of the Agents payable by the Corporation to the
      Agents in accordance with section 18 hereof.

	 	 
	10. 	
      Conditions of Closing

	 	 
		
      The following are conditions precedent to the obligations
      of the Agents to complete the Closing and of the Purchasers to purchase
      the Offered Units at the Closing Time, which conditions the Corporation
      covenants and agrees to use its commercially reasonable
  best efforts to fulfil within the time set out herein therefor, and
which conditions may be waived in writing in whole or in part by the Agents: 







28


	 	(a) 	
      the Corporation shall have delivered or caused to be
      delivered favourable legal opinions addressed to the Agents and their
      legal counsel dated the Closing Date from Cassels Brock & Blackwell
      LLP, counsel for the Corporation, as to such matters as the Agents may
      reasonably request, acceptable to the Agents, subject to usual or
      customary assumptions, limitations and qualifications and to include the
      following matters:

	 	 	 	 	 
	 		(i) 	
      the Corporation is a “reporting issuer”, or its
      equivalent, in each of the Qualifying Provinces where Purchasers are
      resident and it is not on the list of defaulting reporting issuers
      maintained by the Canadian Securities Regulators;

	 	 	 	 	 
	 		(ii) 	
      the Corporation is a corporation existing under the laws
      of its jurisdiction of incorporation and has all requisite corporate power
      to carry on its business as now conducted and to own, lease and operate
      its property and assets;

	 	 	 	 	 
	 		(iii) 	
      the authorized and issued and outstanding share capital
      of the Corporation;

	 	 	 	 	 
	 		(iv) 	
      the Corporation has all necessary corporate capacity,
      power and authority: (A) to execute and deliver this Agreement, the Warrant
      Indenture, the Warrant Certificates and the Compensation Option
      Certificates and to perform its obligations hereunder and thereunder; (B)
      to create, issue and sell the Unit Shares and the Warrants (including, for
      greater certainty, any Unit Shares or Warrants issuable upon exercise of
      the Compensation Options); and (C) to issue the Warrant Shares issuable upon exercise of the
      Warrants in accordance with their terms;

	 	 	 	 	 
	 		(v) 	
      all necessary corporate action has been taken by the
      Corporation to authorize the execution and delivery of each of the
      Preliminary Prospectus, the Final Prospectus and any Supplementary
      Material and the filing thereof with the Canadian Securities
      Regulators;

	 	 	 	 	 
	 		(vi) 	
      upon the payment therefor, the Unit Shares forming part
      of the Offered Units will have been validly issued as fully paid and
      non-assessable Common Shares;

	 	 	 	 	 
	 		(vii) 	
      the Warrants (including, for greater certainty, any
      Warrants issuable upon exercise of the Compensation Options) have been
      validly created;

	 	 	 	 	 
	 		(viii) 	
      the Warrant Shares issuable upon the exercise of the
      Warrants (including, for greater certainty, any Warrants issuable upon
      exercise of the Compensation Options) have been authorized and allotted
      for issuance and, upon the exercise of the Warrants in accordance with the
      provisions thereof, such Warrant Shares will be validly issued as fully
      paid and non-assessable Common Shares;







29


	 	(ix) 	
      the Compensation Options have been validly
  created;

	 	 	 
	 	(x) 	
      the Unit Shares issuable upon the exercise of the
      Compensation Options have been authorized and allotted for issuance and,
      upon the exercise of the Compensation Options in accordance with the
      provisions thereof, such Unit Shares will be validly issued as fully paid
      and non-assessable Common Shares;

	 	 	 
	 	(xi) 	
      all necessary corporate action has been taken by the
      Corporation to authorize the execution and delivery of this Agreement, the
      Warrant Indenture, the Warrant Certificates and the Compensation Option
      Certificates and the performance of its obligations hereunder and
      thereunder and this Agreement, the Warrant Indenture, the Warrant
      Certificates and the Compensation Option Certificates have been executed
      and delivered by the Corporation and constitute legal, valid and binding
      obligations of the Corporation enforceable against it in accordance with
      their terms, subject to bankruptcy, insolvency and other laws affecting
      the rights of creditors generally and subject to such other standard
      assumptions and qualifications including the qualifications that equitable
      remedies may be granted in the discretion of a court of competent
      jurisdiction and that enforcement of rights to indemnity, contribution and
      waiver of contribution may be limited by applicable law;

	 	 	 
	 	(xii) 	
      the rights, privileges, restrictions and conditions
      attaching to the Unit Shares and the Warrants (including, for greater
      certainty, any Unit Shares or Warrants issuable pursuant to the
      Compensation Options) are accurately summarized in all material respects
      in the Final Prospectus;

	 	 	 
	 	(xiii) 	
      all necessary documents have been filed, all requisite
      proceedings have been taken and all approvals, permits and consents of the
      appropriate regulatory authority in each of the Qualifying Provinces have
      been obtained by the Corporation to qualify the distribution to the public
      of the Offered Units and the grant, issuance and delivery of the
      Compensation Options to the Agent in each of the Qualifying Provinces
      through persons who are registered under applicable Securities Laws and
      who have complied with the relevant provisions of applicable Securities
      Laws;

	 	 	 
	 	(xiv) 	
      the issue by the Corporation of the Warrant Shares to be
      issued upon exercise of the Warrants and the Unit Shares and Warrants
      comprising Compensation Units to be issued upon exercise of the
      Compensation Options are exempt from, or are not subject to, the
      prospectus and registration requirements of the Securities Laws of the
      Qualifying Provinces and no prospectus or other documents are required to
      be filed, proceedings taken, or approvals, permits, consents or
      authorizations obtained by the Corporation under the Securities Laws of
      the Qualifying Provinces in respect of such distribution;

	 	 	 
	 	(xv) 	
      the first trade in, or resale of, the Warrant Shares to
      be issued upon exercise of the Warrants (including, for greater certainty,
      any Warrants issued upon the exercise of the Compensation Units) and the
      Unit Shares issuable upon exercise of the Compensation Options is exempt
      from, or is not subject to, the prospectus requirements of the Securities Laws of the
Qualifying Provinces and no prospectus or other documents are required to be
filed, proceedings taken, or approvals, permits, consents or authorizations
obtained under such Securities Laws in respect of such trade; 







30


	 	(xvi) 	
      subject only to the Standard Listing Conditions, the Unit
      Shares and the Warrant Shares (including, for greater certainty, any Unit
      Shares or Warrant Shares issuable upon exercise of the Compensation Units)
      have been conditionally approved for listing on the TSX;

	 	 	 
	 	(xvii) 	
      the execution and delivery of this Agreement, the Warrant
      Indenture, the Warrant Certificates and the Compensation Option
      Certificates, the fulfilment of the terms hereof and thereof by the
      Corporation and the issuance, sale and delivery of the Offered Units to be
      issued and sold by the Corporation at the Closing Time and the issuance of
      the Compensation Options, the Compensation Units and the Warrant Shares,
      do not and will not create a state of facts which, after notice or lapse
      of time or both, will result in a breach of, and do not and will not
      conflict with: (A) the provisions of any law, statute, rule or regulation
      to which the Corporation is subject; or (B) the constating documents of
      the Corporation;

	 	 	 
	 	(xviii) 	
      the Transfer Agent has been duly appointed as the
      transfer agent and registrar for the Common Shares; and

	 	 	 
	 	(xix) 	
      subject to the assumptions, qualifications, limitations
      and restrictions set out therein, the statements under the heading in the
      Prospectus “Eligibility for Investment” are accurate in all material
      respects.



In connection with such opinions,
counsel to the Corporation may rely on the opinions of local counsel in the
Qualifying Provinces acceptable to counsel to the Agents, acting reasonably, as
to certain corporate and securities matters relating to the Corporation and as
to the qualification for distribution of the Offered Units and the Compensation
Options or opinions may be given directly by local counsel of the Corporation
with respect to those items and as to other matters governed by the laws of
jurisdictions other than the province in which they are qualified to practise
and may rely, to the extent appropriate in the circumstances, as to matters of
fact on certificates of officers of the Corporation and others; 

	 	(b) 	
      if any Offered Units are sold by the Agents, a Selling
      Firm or any affiliate of the Agents or a Selling Firm to, or for the
      account or benefit of, persons in the United States or U.S. Persons, the
      Corporation shall cause a favourable legal opinion to be delivered by its
      United States counsel, Troutman Sanders LLP, to the Agents, such opinion
      to be subject to such qualifications and assumptions as the Agents may
      agree, acting reasonably, to the effect that no registration of the
      Offered Units will be required under the U.S. Securities Act in connection
      with the offering of the Offered Units for sale to, or for the account or
      benefit of, persons in the United States or U.S.
Persons;







31


	 	(c) 	
      the Agents shall have received a favourable legal opinion
      addressed to the Agents and the Agents’ counsel as to the title to the
      Priority Nevada Properties, dated as of the Closing Date, in form and
      substance satisfactory to the Agent and their counsel, acting
      reasonably;

	 	 	 	 
	 	(d) 	
      the Corporation will have caused a favourable legal
      opinion to be delivered by local counsel in the jurisdiction of
      incorporation of each Subsidiary addressed to the Agents, in form and
      substance satisfactory to the Agents, acting reasonably, and with respect
      to the following matters:

	 	 	 	 
	 		(i) 	
      the incorporation and existence of the Subsidiary under
      the laws of its jurisdiction of incorporation;

	 	 	 	 
	 		(ii) 	
      as to the authorized share capital of the Subsidiary, as
      to the issued and outstanding share capital of the Subsidiary and all of
      the issued and outstanding shares of the Subsidiary are registered,
      directly or indirectly, in the name of the Corporation; and

	 	 	 	 
	 		(iii) 	
      that the Subsidiary has all requisite corporate capacity
      power and authority under the laws of its jurisdiction of incorporation to
      carry on its business as presently carried on and to own lease and operate
      its properties and assets;

	 	 	 	 
	 	(e) 	
      the Corporation shall cause the Corporation’s Auditors to
      deliver to the Agents a comfort letter, dated as of the Closing Date, in
      form and substance satisfactory to the Agents, acting reasonably, bringing
      forward to a date not more than two Business Days prior to the Closing
      Date the information contained in the comfort letter referred to in
      subsection 5(a)(iv) hereof;

	 	 	 	 
	 	(f) 	
      the Agents shall have received a certificate, dated as of
      the Closing Date, signed by the Chief Executive Officer and Chief
      Financial Officer of the Corporation, or such other officer(s) of the
      Corporation as the Agents may agree, certifying for and on behalf of the
      Corporation and without personal liability, to the best of the knowledge,
      information and belief of the persons so signing, with respect to: (i) the
      articles and by-laws of the Corporation; (ii) the resolutions of the
      Corporation’s board of directors relevant to the issue and sale of the
      Offered Units to be issued and sold by the Corporation and the
      authorization of the other agreements and transactions contemplated
      herein; and (iii) the incumbency and signatures of signing officers of the
      Corporation;

	 	 	 	 
	 	(g) 	
      the Agents shall have received a certificate, dated as of
      the Closing Date, signed by the Chief Executive Officer and Chief
      Financial Officer of the Corporation, or such other officers of the
      Corporation as the Agents may agree, certifying for and on behalf of the
      Corporation and without personal liability, to the best of the knowledge,
      information and belief of the persons so signing, after having made due
      enquiry and after having carefully examined the Final Prospectus and any
      Supplementary Material, that:

	 	 	 	 
	 		(i) 	
      since the respective dates as of which information is
      given in the Final Prospectus (A) there has been no material change
      (actual, anticipated, contemplated or threatened, whether financial or otherwise) in
the business, affairs, operations, assets, liabilities (contingent or
otherwise), prospects or capital of the Corporation on a consolidated basis, and
(B) no transaction has been entered into by either the Corporation or any of the
Subsidiaries which is material to the Corporation on a consolidated basis, other
than as disclosed in the Final Prospectus or the Supplementary Material, as the
case may be; 







32


	 	(ii) 	
      there has been no change in any material fact (which
      includes the disclosure of any previously undisclosed material fact)
      contained in the Final Prospectus which fact or change is, or may be, of
      such a nature as to render any statement in the Final Prospectus
      misleading or untrue in any material respect or which would result in a
      misrepresentation in the Final Prospectus or which would result in the
      Final Prospectus not complying with applicable Canadian Securities
      Laws;

	 	 	 
	 	(iii) 	
      the Corporation has complied with all the covenants and
      satisfied all the terms and conditions of this Agreement on its part to be
      complied with and satisfied at or prior to the Closing Time;

	 	 	 
	 	(iv) 	
      the representations and warranties of the Corporation
      contained herein are true and correct as at the Closing Time, with the
      same force and effect as if made on and as at the Closing Time after
      giving effect to the transactions contemplated hereby; and

	 	 	 
	 	(v) 	
      receipts or decision documents have been issued by the
      Canadian Securities Regulators for the Final Prospectus and no order,
      ruling or determination having the effect of ceasing the trading or
      suspending the sale of the Common Shares or any other securities of the
      Corporation has been issued by any regulatory authority and is continuing
      in effect and no proceedings for such purpose have been instituted or are
      pending or, to the knowledge of such officers, contemplated or threatened
      under any Securities Laws or by any regulatory
authority;




	 	(h) 	
      the Agents shall have received copies of correspondence
      indicating that the Corporation has obtained all necessary approvals for
      the Unit Shares, the Warrants and the Warrant Shares (including, for
      greater certainty, any Unit Shares or Warrant Shares issuable upon
      exercise of the Compensation Units) to be conditionally listed on the TSX,
      subject only to the Standard Listing Conditions;

	 	 	 
	 	(i) 	
      the Agents shall have received a certificate from the
      Transfer Agent as to the number of Common Shares issued and outstanding as
      at the date immediately prior to the Closing Date;

	 	 	 
	 	(j) 	
      the Agents shall have received a certificate of status or
      the equivalent in respect of the Corporation and each Subsidiary issued by
      the appropriate regulatory authority in each jurisdiction in which the
      Corporation and such Subsidiary are incorporated;

	 	 	 
	 	(k) 	
      the Agents shall have received a copy of the Reporting
      Issuer List or the Defaulting Issuer List, as the case may be, for each of
      the Qualifying Provinces which such lists are available confirming that the Corporation is a reporting
issuer not in default of applicable Securities Laws; and 







33


	 	(l) 	
      the Agents shall have completed and be satisfied, in
      their sole discretion, with the results of their due diligence
      investigations regarding the Corporation, its business, operations and
      financial condition and market conditions at the Closing
  Time.




	11. 	
      Restrictions on Further Issues or Sales

	 	 	 
		
      The Corporation shall not issue any further securities,
      or agree to do so, at any time for a period of 90 days following the
      Closing Date without the prior consent of the Agents, save and except (i)
      as contemplated by this Agreement, (ii) pursuant to the grant or exercise
      of stock options and other similar issuances pursuant to the existing
      share incentive plan of the Corporation and other existing share
      compensation arrangements, or (iii) upon the exercise of the currently
      outstanding convertible securities.

	 	 	 
	12. 	
      All Terms to be Conditions

	 	 	 
		
      The Corporation agrees that the conditions contained in
      section 10 will be complied with insofar as the same relate to acts to be
      performed or caused to be performed by the Corporation and that it will
      use its commercially reasonable best efforts to cause all such conditions
      to be complied with. Any breach or failure to comply with any of the
      conditions set out in section 10 shall entitle the Agents (or any of them)
      to terminate their obligation to arrange for the sale of the Offered
      Units, by written notice to that effect given to the Corporation at or
      prior to the Closing Time. It is understood that the Agents may waive, in
      whole or in part, or extend the time for compliance with, any of such
      terms and conditions without prejudice to the rights of the Agents in
      respect of any such terms and conditions or any other or subsequent breach
      or non-compliance, provided that to be binding on the Agents any such
      waiver or extension must be in writing.

	 	 	 
	13. 	
      Termination Events

	 	 	 
		
      Each of the Agents shall be entitled, at its sole option,
      to terminate and cancel, without any liability on the part of such Agent,
      all of its obligation under this Agreement and the obligations of any
      Purchaser in relation to the Offering, by written notice to that effect
      given to the Corporation at or prior to the Closing Time, if:

	 	 	 
		(a) 	
      there is, in the sole opinion of such Agent, acting
      reasonably, a material change or change in a material fact or new material
      fact or an undisclosed material fact or material change which might be
      expected to have an adverse effect on the condition (financial or
      otherwise), property, assets, operations, business, affairs or
      profitability of the Corporation or on the market price or value of the
      Common Shares or any other securities of the Corporation;

	 	 	 
		(b) 	
      any inquiry, action, suit, proceeding or investigation
      (whether formal or informal) in relation to the Corporation or any of the
      directors, officers or principal shareholders of the Corporation
      (including matters of regulatory transgression or unlawful conduct), is
      commenced, announced or threatened or any order made by any federal,
      provincial, state, municipal or other governmental department, commission,
      board, bureau, agency or instrumentality including, without
limitation, the TSX or any securities regulatory authority, or any law or
regulation is enacted or changed which in the opinion of such Agent, acting
reasonably, operates to prevent or restrict the trading of the Offered Units or
any other securities of the Corporation or materially and adversely affects or
will materially and adversely affect the market price or value of the Common
Shares or any other securities of the Corporation; 







34


	 	(c) 	
      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 acts of
      terrorism) or any new law or regulation or a change thereof which in the
      reasonable opinion of such Agent seriously adversely affects, or involves,
      or will, or could reasonably be expected to, seriously adversely affect,
      or involve, the financial markets or the business, operations or affairs
      of the Corporation and its Subsidiaries taken as a whole;

	 	 	 
	 	(d) 	
      the state of the national or international financial
      markets is such that, in the sole opinion of such Agent, acting
      reasonably, it would be unprofitable to offer or continue to offer for
      sale the Offered Units;

	 	 	 
	 	(e) 	
      the Agents are not satisfied, in their sole discretion,
      with the results of their due diligence investigation of the
      Corporation;

	 	 	 
	 	(f) 	
      any order to cease or suspend trading in any securities
      of the Corporation is made, threatened or announced by any securities
      regulatory authority; or

	 	 	 
	 	(g) 	
      the Corporation is in material breach of any term,
      condition, covenant or agreement contained in this Agreement or any
      representation or warranty given by the Corporation in this Agreement is
      or becomes untrue, false or misleading.




	14. 	
      Exercise of Termination Right

	 	 
		
      If this Agreement is terminated by any of the Agents
      pursuant to section 13, there shall be no further liability on the part of
      such Agent or of the Corporation to such Agent, except in respect of any
      liability which may have arisen or may thereafter arise under sections 17
      and 18. The right of the Agents (or any of them) to terminate their
      obligations under this Agreement is in addition to such other remedies as
      they may have in respect of any default, act or failure to act of the
      Corporation in respect of any of the matters contemplated by this
      Agreement.

	 	 
	15. 	
      Over-Allotment Option




	 	(a) 	
      The Corporation hereby grants to the Agents the
      Over-Allotment Option to purchase the Additional Units, for the purpose of
      covering over-allotments, if any, or for market stabilization purposes.
      The Over-Allotment Option is exercisable, in whole or in part, at any time
      or times on or before 5:00 p.m. (Toronto time) on the date which is 30
      days following the Closing Date at a price per Additional Unit equal to
      the Issue Price. For greater certainty, the Agents shall be paid the
      Commission and shall be issued Compensation Options in respect of the
      issue and sale of any Additional Units purchased pursuant to the exercise
      of the Over-Allotment Option.







35


	 	(b) 	
      The Lead Agent, on its own behalf and on behalf of the
      Agents, may exercise the Over-Allotment Option in whole or in part during
      the currency thereof by delivering written notice to the Corporation (the
      “Over-Allotment Notice”) specifying the number of Additional Units
      and/or Additional Unit Shares and/or Additional Warrants to be issued and
      sold. If the Agents exercise the Over-Allotment Option, the Agents shall
      on the Closing Date for the Over-Allotment Option (the “Over- Allotment
      Closing Date”), which shall be a date that is not less than two
      Business Days and not more than five Business Days after the date of the
      Over-Allotment Notice (such day to be specified by the Agents in their
      sole discretion), pay to the Corporation the aggregate purchase price for
      the Additional Units and/or Additional Unit Shares and/or Additional
      Warrants by wire transfer, certified cheque or bank draft in Canadian
      currency payable at par in Toronto, Ontario against delivery of one or
      more certificates in definitive form representing the Additional Units,
      registered as the Agents direct. Such Over-Allotment Closing Date may be
      the same as the Closing Date, but not later than 30 days following the
      Closing Date. The applicable terms, conditions and provisions of this
      Agreement (including, without limitation, the provisions of section 10
      relating to closing deliveries) shall apply mutatis mutandis to the
      Closing of the issuance of any Additional Units and/or Additional Unit
      Shares and/or Additional Warrants pursuant to any exercise of the
      Over-Allotment Option.

	 	 	 
	 	(c) 	
      In the event the Corporation shall subdivide,
      consolidate, reclassify or otherwise exchange its Common Shares during the
      period in which the Over-Allotment Option is exercisable, appropriate
      adjustments will be made to the exercise price of the Over- Allotment
      Option and to the number of Additional Units and/or Additional Unit Shares
      and/or Additional Warrants issuable on exercise thereof such that the
      Agents are entitled to offer for sale the same number and type of
      securities that the Agents would otherwise have been entitled to offer for
      sale had they exercised such Over- Allotment Option immediately prior to
      such subdivision, consolidation, reclassification or
  change.




	16. 	
      Survival of Representations and
  Warranties

	 	 	 
		
      All terms, warranties, representations, covenants and
      agreements herein contained or contained in any documents delivered
      pursuant to this Agreement and in connection with the transactions herein
      contemplated shall survive the purchase and sale of the Offered Units and
      will continue in full force and effect for the benefit of the Agents, the
      Purchasers and/or the Corporation, as the case may be, in accordance with
      applicable law, regardless of any subsequent disposition of the Offered
      Units or any investigation by or on behalf of the Agents with respect
      thereto for a period of 2 years from the Closing Date. The Agents will be
      entitled to rely on the representations and warranties of the Corporation
      contained in this Agreement or delivered pursuant to this Agreement
      notwithstanding any investigation which the Agents may undertake or which
      may be undertaken on the Agents’ behalf.

	 	 	 
	17. 	
      Indemnity and Contribution

	 	 	 
		(a) 	
      The Corporation (the “Indemnitor”) hereby agrees
      to indemnify and save harmless each of the Agents and their respective
      affiliates, shareholders, directors, officers, employees and agents
      (collectively the “Indemnified Parties”) from and against all
      actual or threatened claims, actions, suits, investigations and
      proceedings (collectively “Proceedings”) and all losses (other than loss of
profits), expenses, fees, damages, obligations, payment and liabilities
(collectively “Liabilities”), including without limitation all statutory
duties and obligations, all amounts paid to settle any action or to satisfy any
judgment or award and all legal fees and disbursements actually incurred, which
now or any time hereafter exist by reason of any event, act or omission in any
way connected, directly or indirectly, with: 







36


	 	(i) 	
      any misrepresentation or untrue statement or alleged
      misrepresentation or alleged untrue statement, except a misrepresentation
      or untrue statement relating solely to the Agents, contained in any
      information, data, opinion, advice, representation or statement provided
      or made to the Agents by or on behalf of the Indemnitor or any public
      document filed with any regulatory authority (including, without
      limitation, in a prospectus filed in connection with the Offering
      contemplated hereby) or otherwise disseminated by or on behalf of the
      Indemnitor, or in any amendment or supplement thereto;

	 	 	 
	 	(ii) 	
      any breach by the Indemnitor of any term of or any
      representation or warranty in this Agreement or of any agreement or
      instrument relating to the transactions contemplated by this
    Agreement;

	 	 	 
	 	(iii) 	
      any breach or violation or any alleged breach or
      violation of any applicable law or statue or any rule, regulation, policy,
      order or ruling made thereunder, whether in force in Canada or elsewhere,
      resulting from any action taken or omitted to be taken by the Indemnitor
      or any of its directors, officers, agents or employees, as the case may
      be;

	 	 	 
	 	(iv) 	
      any order made or any inquiry, investigation or other
      proceeding announced, instituted or threatened by any securities or other
      regulatory authority or stock exchange, preventing, prohibiting,
      restricting or making impractical the completion of the transactions
      contemplated by this Agreement including, without limitation, the trading
      in any of the Qualifying Provinces in, or distribution to the public in
      any of the Qualifying Provinces of, any of the securities of the
      Indemnitor being offered under this Agreement; or

	 	 	 
	 	(v) 	
      otherwise in connection with the Agents’ participation in
      and acting as Agents in respect of the Offering,



provided that, in the event and to the
extent that a court of competent jurisdiction in a final judgment from which no
appeal can be made or a regulatory authority in a final ruling from which no
appeal can be made shall determine that such Proceedings or Liabilities resulted
from the gross negligence, fraud or wilful misconduct of the Indemnified Party
claiming indemnity, or any of the Agents or their respective employees,
directors, officers, or representatives, or from a breach by such an Indemnified
Party, or any of the Agents or their respective employees, directors, officers,
or representatives, of this Agreement, this indemnity shall not apply.

	 	(b) 	
      The Indemnitor waives any right it may have of first
      requiring an Indemnified Party to proceed against or enforce any other
      right, power, remedy or security or to claim payment from any other person
      before claiming under this indemnity. It is not
necessary for an Indemnified Party to incur expense or make payment
before enforcing such indemnity. 







37


	 	(c) 	
      If any Proceeding is brought, instituted or threatened in
      respect of any Indemnified Party which may result in a claim for
      indemnification under this Agreement, such Indemnified Party shall
      promptly after receiving notice thereof notify the Indemnitor, in writing,
      and the Indemnitor shall be entitled (but not required) to assume conduct
      of the defence thereof and retain counsel on behalf of the Indemnified
      Party who is reasonably satisfactory to the Indemnified Party, to
      represent the Indemnified Party in such Proceeding and the Indemnitor
      shall pay the fees and disbursements of such counsel and all other expense
      of the Indemnified Party relating to such Proceeding as incurred. Failure
      to so notify the Indemnitor shall not relieve the Indemnitor from
      liability except and only to the extent that the failure materially
      prejudices the Indemnitor. If the Indemnitor assumes conduct of the
      defence for an Indemnified Party, the Indemnified Party shall fully
      cooperate in the defence including without limitation the provision of
      documents, appropriate officers and employees to give witness statements,
      attend examinations for discovery, make affidavits, meet with counsel,
      testify and divulge all information reasonably required to defend or
      prosecute the Proceedings.

	 	 	 	 
	 	(d) 	
      In any such Proceeding the Indemnified Party shall have
      the right to employ separate counsel and to participate in the defence
      thereof but the fees and disbursements of such counsel shall be at its
      expense unless:

	 	 	 	 
	 		(i) 	
      the Indemnified Party reasonably determines that there
      are legal defences available to the Indemnified Party that are different
      from or in addition to those available to the Indemnitor or that a
      conflict of interest exists which makes representation by counsel chosen
      by the Indemnitor not advisable;

	 	 	 	 
	 		(ii) 	
      the Indemnitor has not assumed the defence of the
      Proceeding and employed counsel therefor reasonably satisfactory to the
      Indemnified Party within a reasonable period of time after receiving
      notice thereof; or

	 	 	 	 
	 		(iii) 	
      employment of such other counsel has been authorized by
      the Indemnitor;

	 	 	 	 
	 			
      in which event the fees and disbursements of such counsel
      shall be paid by the Indemnitor, provided that the Indemnitor shall only
      be responsible for the fees of a single counsel for all Indemnified
      Parties in such circumstance.

	 	 	 	 
	 	(e) 	
      No admission of liability and no settlement of any
      Proceeding shall be made without the consent of the Indemnified Parties
      affected, such consent not to be unreasonably withheld. No admission of
      liability shall be made by an Indemnified Party without the consent of the
      Indemnitor and the Indemnitor shall not be liable for any settlement of
      any Proceeding made without its consent.

	 	 	 	 
	 	(f) 	
      In order to provide for just and equitable contribution
      in circumstances in which this indemnity would otherwise be available in
      accordance with its terms but is, for any reason not solely attributable
      to any one or more of the Indemnified Parties, held to be unavailable to
      or unenforceable by the Indemnified Parties or enforceable otherwise than
      in accordance with its terms, the Indemnified Parties affected and the
      Indemnitor shall contribute to the aggregate of the Liabilities incurred by all
of such Indemnified Parties in proportions such that such Indemnified Parties
shall be collectively responsible for the portion represented by the percentage
that the total fee actually received by the Agents under this Agreement bears to
the total net proceeds to the Indemnitor of the securities offered under this
Agreement and the Indemnitor shall be responsible for the balance, whether or
not any Proceedings have been instituted against it, provided that the
Indemnified Parties shall not in any event be liable to contribute, in the
aggregate, any amount in excess of the amount of such fee actually received by
the Agents. 







38


	 	(g) 	
      The rights to contribution provided in paragraph (f)
      above shall be in addition to and not in derogation of any other right to
      contribution which the Indemnified Parties may have by statute or
      otherwise at law or in equity. The Indemnitor waives all rights of
      contribution that it may have against any Indemnified Party relating to
      any Liability in respect of which the Indemnitor has agreed to indemnify
      the Indemnified Parties hereunder.

	 	 	 
	 	(h) 	
      Each of the Agents shall act as trustee for its
      affiliates, shareholders, directors, officers, employees and agents of the
      covenants of the Indemnitor described herein with respect to such persons
      and accepts the trust and shall hold and enforce the covenants on behalf
      of such persons.

	 	 	 
	 	(i) 	
      If any Proceeding is brought in connection with the
      transactions contemplated by this Agreement and any of the Agents is
      required to testify in connection therewith or is required to respond to
      procedures designed to discover information relating thereto, it will have
      the right to employ its own counsel in connection therewith, and the fees
      and disbursements of such counsel in connection therewith as well as its
      reasonable fees at the normal per diem rate for its directors, officers,
      employees and agents involved in preparation for and attendance at such
      proceedings or in so responding and any other reasonable costs and
      out-of-pocket expenses incurred by it in connection therewith will be paid
      by the Indemnitor as they are incurred.

	 	 	 
	 	(j) 	
      The obligations under this indemnity shall apply whether
      or not the transactions contemplated by this Agreement are completed and
      shall survive the completion of the transactions contemplated under this
      Agreement and the termination of this
Agreement.




	18. 	
      Expenses



The Corporation shall pay all expenses
and fees in connection with the Offering contemplated by this Agreement,
including, without limitation, all expenses of or incidental to the creation,
issue, sale or distribution of the Offered Units and all expenses of or
incidental to all other matters in connection with the transaction set out in
this Agreement, including, without limitation, the fees and expenses payable in
connection with the qualification of the Offered Units for distribution, the
fees and expenses of the Corporation’s counsel and of local counsel to the
Corporation and/or the Subsidiaries, the reasonable fees and expenses of the
Corporation’s Auditors and the transfer agent for the Common Shares, all costs
incurred in connection with the preparation and printing of the Offering
Documents and certificates representing the Unit Shares, Warrants and
Compensation Options, all reasonable expenses and fees and applicable taxes
thereon incurred by the Agents and their counsel (such fees of counsel not to exceed $100,000 before
taxes and disbursements), whether or not the Offering is completed. 




39 

	19. 	
      Agency Percentages and Agents’ Authority

	 	 
	19.1 	
      The Corporation shall be entitled to and shall act on any
      notice, request, direction, consent, waiver, extension and other
      communication given or agreement entered into by or on behalf of the
      Agents by the Lead Agent and the Lead Agent shall represent the Agents and
      have authority to bind the Agents hereunder. In all cases, the Lead Agent
      shall use its best efforts to consult with the other Agents prior to
      taking any action contemplated herein.

	 	 
	19.2 	
      The sale of the Offered Units in connection with the
      Offering shall be allocated as to the following
  percentages:




	 	RBC Dominion Securities Inc. 	 	75% 	 
	 	MGI Securities Inc. 	 	25% 	 



	20. 	
      Notices

	 	 
		
      Unless otherwise expressly provided in this Agreement,
      any notice or other communication to be given under this Agreement (a
      “notice”) shall be in writing addressed as
  follows:




	 	(a) 	
      If to the Corporation, to:

	 	 	
       


	 	Bridgeport Ventures Inc. 
	 	36
Toronto Street 
	 	Suite 1000 
	 	Toronto, Ontario M5C 2C5 
	 	Fax: 	(416) 350-3510 
	 	Attention:	Shastri
Ramnath, President & CEO 
	 	 	 
	 	with a copy (but not as notice) to: 
	 	 	 
	 	Cassels Brock & Blackwell LLP 
	 	2100 Scotia Plaza 
	 	40 King Street West 
	 	Toronto, Ontario 
	 	M5H 3C2 
	 	Fax:  	(416) 644-9337 
	 	Attention:	Jay Goldman 
	 	 	 


	 	(b) 	
      If to the Agents, to:

	 	 	
       
	 	 	
      RBC Dominion Securities Inc. 
	 	 	
      200
Bay Street 
	 	 	
      Royal Bank Plaza 
	 	 	
      4th Floor, South Tower
	 	 	
      Toronto, Ontario M5J 2W7 
	 	 	
       





40


	 	Fax: 	(416) 842-7527 
	 	Attention: 	Lance Rishor 
	 	 
	 	- and - 
	 	 
	 	MGI Securities Inc. 
	 	26 Wellington Street East, Suite 900 
	 	Toronto, Ontario 
	 	M5E 1S2 
	 	Fax: 	(416) 864-7405 
	 	Attention: 	Daniel C. Hardie 
	 	 
	 	with a copy (but not as notice) to: 
	 	 
	 	Blake, Cassels & Graydon LLP 
	 	595 Burrard Street, PO Box 49314 
	 	Suite 2600, Three Bentall Centre 
	 	Vancouver, British Columbia 
	 	V7X 1L3 
	 	Fax: 	(604) 631-3309 
	 	Attention: 	Bob Wooder 



		
      or to such other address as any of the parties may
      designate by notice given to the others.

	 	 
		
      Each notice shall be personally delivered to the
      addressee or sent by facsimile transmission to the addressee and: (i) a
      notice which is personally delivered shall, if delivered on a Business
      Day, be deemed to be given and received on that day and, in any other
      case, be deemed to be given and received on the first Business Day
      following the day on which it is delivered; and (ii) a notice which is
      sent by facsimile transmission shall be deemed to be given and received on
      the first Business Day following the day on which it is sent.

	 	 
	21. 	
      Time of the Essence

	 	 
		
      Time shall, in all respects, be of the essence
    hereof.

	 	 
	22. 	
      Headings

	 	 
		
      The headings contained herein are for convenience only
      and shall not affect the meaning or interpretation hereof.

	 	 
	23. 	
      Singular and Plural, etc.

	 	 
		
      Where the context so requires, words importing the
      singular number include the plural and vice versa, and words importing
      gender shall include the masculine, feminine and neuter
  genders.







41


	24. 	
      Entire Agreement

	 	 
		
      This Agreement constitutes the only agreement between the
      parties with respect to the subject matter hereof and shall supersede any
      and all prior negotiations and understandings. This Agreement may be
      amended or modified in any respect by written instrument only.

	 	 
	25. 	
      Severability

	 	 
		
      The invalidity or unenforceability of any particular
      provision of this Agreement shall not affect or limit the validity or
      enforceability of the remaining provisions of this Agreement.

	 	 
	26. 	
      Governing Law

	 	 
		
      This Agreement shall be governed by and construed in
      accordance with the laws of the Province of Ontario and the laws of Canada
      applicable therein.

	 	 
	27. 	
      Successors and Assigns

	 	 
		
      The terms and provisions of this Agreement shall be
      binding upon and enure to the benefit of the Corporation and the Agents
      and their respective successors and permitted assigns.

	 	 
	28. 	
      Further Assurances

	 	 
		
      Each of the parties hereto shall do or cause to be done
      all such acts and things and shall execute or cause to be executed all
      such documents, agreements and other instruments as may reasonably be
      necessary or desirable for the purpose of carrying out the provisions and
      intent of this Agreement.

	 	 
	29. 	
      Obligations of the Agents

	 	 
		
      In performing their respective obligations under this
      Agreement, the Agents shall be acting severally and not jointly and
      severally. Nothing in this Agreement is intended to create any
      relationship in the nature of a partnership, or joint venture between the
      Agents.

	 	 
	30. 	
      Effective Date

	 	 
		
      This Agreement is intended to and shall take effect as of
      the date first set forth above, notwithstanding its actual date of
      execution or delivery.

	 	 
	31. 	
      Counterparts and Facsimile Copies

	 	 
		
      This Agreement may be executed in any number of
      counterparts and by facsimile, which taken together shall form one and the
      same agreement.



[The remainder of this page is intentionally left blank]




42 

If the Corporation is in agreement with the foregoing terms and
conditions, please so indicate by executing a copy of this Agreement where
indicated below and delivering the same to the Agents. 

	Yours very truly, 	
	RBC DOMINION SECURITIES INC. 	
	  	  	
	Per: 	“Lance Rishor” 	
		 Authorized Signing
      Officer  	
	MGI SECURITIES INC. 	
	  	  	
	Per: 	“Mark Arthur” 	
		 Authorized Signing
      Officer  	


The foregoing is hereby accepted and agreed to by the
undersigned as of the date first written above.

	BRIDGEPORT VENTURES INC. 	 
	  	  	 
	  	  	 
	  	
       

       
	 
	  	  	 
	Per: 	“Shastri Ramnath” 	 
	  	Authorized Signing Officer 	 






SCHEDULE “A”


COMPLIANCE WITH UNITED STATES SECURITIES LAWS

As used in this Schedule “A”, capitalized terms used herein and
not defined herein shall have the meaning ascribed thereto in the agency
agreement between Bridgeport Ventures Inc. and the Agents named therein, dated
December •, 2010, to which this schedule is annexed and the following terms
shall have the meanings indicated: 

	 	(a) 	
      “Directed Selling Efforts” means “directed selling
      efforts” as that term is defined in Regulation S. Without limiting the
      foregoing, but for greater clarity in this schedule, it means, subject to
      the exclusions from the definition of directed selling efforts contained
      in Regulation S, any activity undertaken for the purpose of, or that could
      reasonably be expected to have the effect of, conditioning the market in
      the United States for any of the Offered Units, the Unit Shares, the
      Warrants or the Warrant Shares and includes the placement of any
      advertisement in a publication with a general circulation in the United
      States that refers to the offering of the Offered Units, the Unit Shares,
      the Warrants or the Warrant Shares;

	 	 	 
	 	(b) 	
      “General Solicitation” and “General
      Advertising” means “general solicitation” and “general
      advertising” as used in Rule 502(c) under the U.S. Securities Act,
      including, but not limited to, advertisements, articles, notices or other
      communications published in any newspaper, magazine or similar media or on
      the internet or broadcast over radio, television or the internet, or any
      seminar or meeting whose attendees had been invited by general
      solicitation or general advertising;

	 	 	 
	 	(c) 	
      “Institutional Accredited Investor” means an
      “institutional accredited investor” that satisfies one or more of the
      criteria of Rule 501(a)(1), (2), (3) or (7) of Regulation D;

	 	 	 
	 	(d) 	
      “Regulation D” means Regulation D adopted by the
      SEC under the U.S. Securities Act;

	 	 	 
	 	(e) 	
      “Regulation S” means Regulation S adopted by the
      SEC under the U.S. Securities Act;

	 	 	 
	 	(f) 	
      “SEC” means the United States Securities and
      Exchange Commission; and

	 	 	 
	 	(g) 	
      “Substantial U.S. Market Interest” means
      “substantial U.S. market interest” as that term is defined in Regulation
      S.



Representations, Warranties and Covenants of the
Agents 

Each of the Agents, severally but not jointly, acknowledges
that the Offered Units, the Unit Shares, the Warrants and the Warrant Shares
have not been and will not be registered under the U.S. Securities Act and
applicable state securities laws, and the Offered Units may only be offered or
sold to, for the account or benefit of, any persons in the United States or U.S.
Persons, pursuant to an exemption from the registration requirements of the U.S.
Securities Act and applicable state securities laws. Accordingly, each of the
Agents, severally but not jointly, represents, warrants and covenants to the
Corporation that: 




A-2


	1. 	
      It has not offered, and will not offer, any Offered
      Units, Unit Shares or Warrants except (a) in an “offshore transaction”, as
      such term is defined in Regulation S, in accordance with Rule 903 of
      Regulation S or (b) to, or for the account or benefit of, persons in the
      United States or U.S. Persons as provided in sections 2 through 11 below.
      Accordingly, none of the Agent, its U.S. Affiliate or any persons acting
      on its or their behalf, has made or will make (except as permitted in
      sections 2 through 11 below) (i) any offer to sell, or any solicitation of
      an offer to buy, any Offered Units to, or for the account or benefit of,
      any person in the United States or a U.S. Person, (ii) any sale of Offered
      Units to any purchaser unless, at the time the buy order was or will have
      been originated, the purchaser was outside the United States, not a U.S.
      Person and not acting for the account or benefit of a person in the United
      States or a U.S. Person, or the Agent reasonably believed that such
      purchaser was outside the United States, not a U.S. Person and not acting
      for the account or benefit of a person in the United States or a U.S.
      Person, or (iii) any Directed Selling Efforts.

	 	 
	2. 	
      It has not entered and will not enter into any
      contractual arrangement with respect to the distribution of the Offered
      Units, except with its U.S. Affiliate, any selling group members or with
      the prior written consent of the Corporation. It shall require each
      selling group member to agree, for the benefit of the Corporation, to
      comply with, and shall use its best efforts to ensure that each selling
      group member complies with, the same provisions of this Schedule “A” as
      apply to the Agent as if such provisions applied to such selling group
      member.

	 	 
	3. 	
      All offers and sales of Offered Units in the United
      States or to U.S. Persons shall be made through its U.S. Affiliate, which
      is and will be as of the date of each offer and sale a duly registered
      broker-dealer with the SEC and in each applicable state where an offer or
      sale is made (unless exempted from such state’s broker-dealer registration
      requirements) and is and will be as of the date of each offer and sale a
      member of, and in good standing with, the Financial Industry Regulatory
      Authority, Inc., in compliance with all applicable United States federal
      and state broker-dealer requirements.

	 	 
	4. 	
      Offers of Offered Units, Unit Shares and Warrants to, or
      for the account or benefit of, persons in the United States or U.S.
      Persons shall not be made (i) by any form of General Solicitation or
      General Advertising, or (ii) in any manner involving a public offering
      within the meaning of Section 4(2) of the U.S. Securities Act.

	 	 
	5. 	
      Any offer or solicitation of an offer to buy Offered
      Units that has been made or will be made to, or for the account or benefit
      of, any person in the United States or a U.S. Person was or will be made
      only to Institutional Accredited Investors in transactions that are exempt
      from registration under the U.S. Securities Act pursuant to Rule 506 of
      Regulation D and applicable state securities laws.

	 	 
	6. 	
      The Agent acting through its U.S. Affiliate may offer the
      Offered Units only to, or for the account or benefit of, persons in the
      United States or U.S. Persons with respect to which the Agent has a
      pre-existing relationship and has reasonable grounds to believe, and did
      believe, are Institutional Accredited Investors.

	 	 
	7. 	
      It will deliver, through its U.S. Affiliate, a copy of
      the U.S. Private Placement Memorandum, including the Preliminary
      Prospectus and/or Final Prospectus, to each person in the United States,
      U.S. Persons or persons acting for the account or benefit of persons in
      the United States or U.S. Persons purchasing Offered Units. Prior to the
      completion of any sale of Offered Units to, or for the account or
benefit of, U.S. Persons or persons in the United States, each such purchaser
will be informed that the Offered Units have not been and will not be registered
under the U.S. Securities Act or applicable state securities laws and are being
offered to such purchaser in reliance on exemptions from the registration
requirements of the U.S. Securities Act provided by Rule 506 of Regulation D and
applicable state securities registration requirements. Prior to completion of
any sale of Offered Units to, or for the account or benefit of, persons in the
United States or a U.S. Person, each U.S. purchaser thereof will be required to
execute a subscription agreement, in the form attached to the final U.S. Private
Placement Memorandum. 







A-3


	8. 	
      At least one Business Day prior to the Closing Time, it
      will provide the Corporation with a list of all purchasers of the Offered
      Units that (i) are in the United States, (ii) are U.S. Persons, (iii) were
      offered Offered Units, Unit Shares or Warrant Shares in the United States,
      and (iv) are purchasing for account or benefit of a person in the United
      States or a U.S. Person.

	 	 
	9. 	
      Each purchaser of Offered Units in the United States ,
      that is a U.S. Person or is purchasing for the account or benefit of a
      person in the United States or a U.S. Person shall be provided with a U.S.
      Private Placement Memorandum including the Preliminary Prospectus and the
      Final Prospectus.

	 	 
	10. 	
      The Agent agrees that at the Closing Time, it, together
      with its U.S. Affiliate will provide a certificate, substantially in the
      form of Annex I to this Schedule “A” relating to the manner of the offer
      and sale of the Offered Units to persons in the United States or U.S.
      Persons or such persons will be deemed to represent and warrant to the
      Corporation that no offers or sales were made to, or for the account or
      benefit of, persons in the United States or U.S. Persons.

	 	 
	11. 	
      During the period in which the Offered Units, the Unit
      Shares or the Warrants are offered for sale, none of the Agent, its
      affiliates, or any person acting on its or their behalf has taken or will
      take any action in violation of Regulation M under the United States
      Securities Exchange Act of 1934, as amended, in connection with the offer
      and sale of the Offered Units, the Unit Shares or the
  Warrants.



Representations, Warranties and Covenants of the
Corporation

The Corporation represents, warrants, covenants and agrees
that: 

	1. 	
      The Corporation is a “foreign issuer” (as such term is
      defined in Regulation S) and reasonably believes that there is no
      Substantial U.S. Market Interest in the Offered Units, the Unit Shares or
      the Warrants or in any class of equity securities of the
    Corporation.

	 	 
	2. 	
      The Corporation is not, and as a result of the sales of
      the Offered Units contemplated hereby will not be, an “investment company”
      as such term is defined in the United States Investment Company Act of
      1940, as amended, registered or required to be registered under such
      Act.

	 	 
	3. 	
      Except with respect to offers and sales to Institutional
      Accredited Investors in reliance upon an exemption from registration
      available under Rule 506 of the U.S. Securities Act, none of the
      Corporation, its affiliates, or any person acting on its or their behalf
      (other than the Agents, the U.S. Affiliates, their respective affiliates
      or any person acting on its or their behalf, in respect of which no
representation is made), has made or will make: (A) any offer to sell, or any
solicitation of an offer to buy, any Offered Units to, or for the account or
benefit of, a person in the United States or a U.S. Person; or (B) any sale of
Offered Units unless, at the time the buy order was or will have been
originated, (i) the purchaser is outside the United States, not a U.S. Person
and not purchasing for the account or benefit of a person in the United States
or a U.S. Person or (ii) the Corporation, its affiliates, and any person acting
on their behalf reasonably believe that the purchaser is outside the United
States, not a U. S. Person and not acting for the account or benefit of a person
in the United States or a U. S. Person.







A-4





	4. 	
      During the period in which Offered Units are offered for
      sale, none of it, its affiliates, or any person acting on its or their
      behalf (other than the Agents, the U.S. Affiliates, their respective
      affiliates or any person acting on their behalf, in respect of which no
      representation is made) has engaged in or will engage in any Directed
      Selling Efforts or has taken or will take any action that would cause the
      exemption afforded by Rule 506 of the U.S. Securities Act to be
      unavailable for offers and sales of Offered Units to, or for the account
      or benefit of, persons in the United States or U.S. Persons in accordance
      with this Schedule “A”, or the exclusion from registration afforded by
      Rule 903 of Regulation S to be unavailable for offers and sale of Offered
      Units outside the United States to non-U.S. Persons in accordance with
      this Agency Agreement.

	 	 
	5. 	
      None of the Corporation, any of its affiliates or any
      person acting on its or their behalf (other than the Agents, the U.S.
      Affiliates, their respective affiliates or any person acting on its or
      their behalf, in respect of which no representation is made) has offered
      or will offer to sell, or has solicited or will solicit offers to buy,
      Offered Units, Unit Shares or Warrants to, or for the account or benefit
      of, persons in the United States or U.S. Persons by means of any form of
      General Solicitation or General Advertising or in any manner involving a
      public offering within the meaning of Section 4(2) of the U.S. Securities
      Act.

	 	 
	6. 	
      Except with respect to the offer and sale of the Offered
      Units offered hereby, the Corporation has not, for a period of six months
      prior to the date hereof sold, offered for sale or solicited any offer to
      buy any of its securities in the United States or to any U.S. Person in a
      manner that would be integrated with the offer and sale of the Offered
      Units and would cause the exemption from registration set forth in Rule
      506 of Regulation D to become unavailable with respect to the offer and
      sale of the Offered Units, the Unit Shares or the Warrants.

	 	 
	7. 	
      During the period in which the Offered Units, the Unit
      Shares or the Warrants are offered for sale, none of it, its affiliates,
      or any person acting on its or their behalf (other than the Agents, their
      respective affiliates and any person acting on their behalf, in respect of
      which no representation, warranty, covenant or agreement is made) has
      taken or will take any action in violation of Regulation M under the
      United States Securities Exchange Act of 1934, as amended, in connection
      with the offer and sale of the Offered Units, the Unit Shares or the
      Warrants.

	 	 
	8. 	
      None of the Corporation or any of its predecessors or
      affiliates has been subject to any order, judgment or decree of any court
      of competent jurisdiction temporarily, preliminary or permanently
      enjoining such person for failure to comply with Rule 503 of Regulation
      D.







ANNEX I TO SCHEDULE “A”

AGENT’S CERTIFICATE 


In connection with the private placement in the United States
of units (the “Offered Units”) of Bridgeport Ventures Inc. (the
“Corporation”) pursuant to the agency agreement dated as of December •,
2010 between the Corporation and the Agents named therein (the “Agency
Agreement”), each of the undersigned does hereby certify as follows: 

	 	(i) 	
      The U.S. Affiliate is a duly registered broker or dealer
      with the United States Securities and Exchange Commission and pursuant to
      Section 15(b) of the United States Securities Exchange Act of 1934, as
      amended, and under the securities laws of each state in which such offers
      and sales were made (unless exempted from the respective state’s
      broker-dealer registration requirements) and is a member in good standing
      with the Financial Industry Regulatory Authority, Inc.;

	 	 	 
	 	(ii) 	
      all offers and sales of Offered Units to, or for the
      account or benefit of, persons in the United States or U.S. Persons were
      made through the U.S. Affiliate in accordance with all applicable United
      States federal and state securities laws and regulations governing the
      registration and conduct of securities brokers and dealers;

	 	 	 
	 	(iii) 	
      immediately prior to offering Offered Units to, or for
      the account or benefit of, persons in the United States or U.S. Persons
      (each such person, an “Offeree”) we had reasonable grounds to
      believe and did believe that each such Offeree was an Institutional
      Accredited Investor and, on the date hereof, we continue to believe that
      each Offeree purchasing Offered Units through us is an Institutional
      Accredited Investor;

	 	 	 
	 	(iv) 	
      no form of General Solicitation or General Advertising
      was used by us in connection with the offer of the Offered Units, Unit
      Shares or Warrants to Offerees;

	 	 	 
	 	(v) 	
      the offering of the Offered Units, the Unit Shares and
      the Warrants to Offerees has been conducted by us through the U.S.
      Affiliate in accordance with the Agency Agreement, including Schedule “A”
      hereto;

	 	 	 
	 	(vi) 	
      each Offeree was provided with a copy of the U.S. private
      placement memorandum, including the Final Prospectus (as such term is
      defined in the Agency Agreement) relating to the offering of the Offered
      Units, the Unit Shares and the Warrants (the “U.S. Private Placement
      Memorandum”); and

	 	 	 
	 	(vii) 	
      prior to the sale of Offered Units to Offerees, we caused
      each such Offeree to execute a subscription agreement in the form included
      as Exhibit A in the final U.S. Private Placement
  Memorandum.







A-2

Capitalized terms not defined herein shall have the meanings
prescribed to them in the Agency Agreement, including Schedule “A” thereto, to
which this Agent’s Certificate is attached. 

	DATED as of this ___ day of < >, 2010.
    	  	 	 
	 	 	 	 
	[NAME OF AGENT] 	 	[NAME OF U.S. AFFILIATE]

	 	 	 
	By: 	 
    	 	By: 	 	 
	 	Authorized Signing
    Officer  	 	 	Authorized Signing Officer