ex4_1.htm


    
      
Exhibit 4.1

    


    UNDERWRITING
AGREEMENT

    


    


    April 23,
2007

    


    Ur-Energy
Inc.

    1128
Clapp Lane

    P. O. Box
279

    Manotick,
Ontario

    K4M
1A3

    Attention:   William
Boberg, President and Chief Executive Officer

    


    Dear
Sirs:

    


    GMP Securities L.P., Raymond James
Ltd., Cormark Securities Inc. and Canaccord Capital Corporation (collectively,
the “Underwriters”)
hereby offer to purchase from Ur-Energy Inc. (the “Company”), and the Company
agrees to issue and sell to the Underwriters, 15,158,000 common shares of the
Company (the “Offered
Securities”) at a price of $4.75 per Offered Security for aggregate gross
proceeds to the Company of $72,000,500 upon the terms described in this
Agreement.

     

    The Underwriters shall have an option
(the “Over-Allotment
Option”), which Over-Allotment Option may be exercised in the
Underwriters' sole discretion and without obligation, to purchase up to an
additional 2,273,000 Offered Securities (the “Additional Offered
Securities”) on the same basis as the Offered Securities for a period of
30 days following the Closing Date, solely for the purpose of covering
over-allotments made in connection with the Offering and for market
stabilization purposes. The Underwriters shall notify the Company in writing of
their election to exercise the Over-Allotment Option, which notice shall specify
the number of Additional Offered Securities to be purchased by the Underwriters
and the date (the “Option
Closing Date”) on which such Additional Offered Securities are to be
purchased. Such Option Closing Date may be the same as the Closing Date but not
later than 30 days following the Closing Date. If any Additional Offered
Securities are purchased, each Underwriter agrees, severally and not jointly, to
purchase the percentage of such Additional Offered Securities (subject to such
adjustments to eliminate fractional Additional Offered Securities as the
Underwriters may determine) equal to the percentage set out opposite the name of
such Underwriter in Section 12.1 of this Agreement.  In the event that
the Company shall subdivide, consolidate, reclassify or otherwise change 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 Offered Securities issuable on exercise thereof such that the
Underwriters are entitled to receive the same number and type of securities that
the Underwriters would have otherwise received had they exercised such
Over-Allotment Option immediately prior to such subdivision, consolidation,
reclassification or change.

     

    Unless
the context otherwise requires, references herein to the "Offered Securities" include
the Additional Offered Securities. The offering of the Offered Securities (which
term shall include any

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Additional
Offered Securities to be purchased in the event of the exercise of the
Over-Allotment Option) by the Company is hereinafter referred to as the “Offering”.

     

    In consideration of the Underwriters'
services to be rendered in connection with the Offering, including assisting in
preparing documentation relating to the Offered Securities including the
Preliminary Prospectus and the Final Prospectus (in each case as hereinafter
defined), distributing the Offered Securities, directly and through other
investment dealers and brokers, and performing administrative work in connection
with the Offering, the Company agrees to pay the Underwriting Fee (as
hereinafter defined) to the Underwriters.

     

    The Company agrees that the
Underwriters will be permitted to appoint, at their sole expense, other
registered dealers or other dealers duly qualified in their respective
jurisdictions, in each case acceptable to the Company, acting reasonably, as
their agents to assist in the Offering in the Qualifying Provinces and that the
Underwriters may determine the remuneration payable to such other dealers
appointed by them.

     

    This offer is conditional upon and
subject to the additional terms and conditions set forth below.

     

    1.           Interpretation

     

    1.1           Definitions: Unless expressly
provided otherwise, where used in this Agreement or any schedule hereto, the
following terms shall have the following meanings, respectively:

     

    “Agreement” means the Agreement
resulting from the acceptance by the Company of the offer made by the
Underwriters by this letter;

     

    “Applicable Securities Laws”
means, collectively, the applicable securities laws of each of the Qualifying
Provinces, their respective regulations, rulings, rules, orders and prescribed
forms thereunder, the applicable policy statements issued by the Securities
Commissions thereunder and the securities legislation of and policies issued by
each other relevant jurisdiction;

     

    “Closing Date” means May 10,
2007 or such earlier or later date as the Company and the Underwriters may
agree, but in any event no later than May 24, 2007;

     

    “Company” shall have the
meaning ascribed thereto in the first paragraph of this Agreement;

     

    “Company's Information Record”
means all information contained in any press release, material change report
(excluding any confidential material change report), financial statements or
other document of the Company which has been publicly filed by or on behalf of
the Company pursuant to Applicable Securities Laws or otherwise;

     

    “Eligible Issuer” means an
issuer which meets the criteria and has complied with the requirements of NI
44-101 so as to allow it to offer securities using a short form
prospectus;

     

    “Exchange” means the Toronto
Stock Exchange;

     

    
      
        
        

      

      
        - 2
-

        
          

        

      

      
        
        

      

    

     

    “Final Prospectus” means the
(final) short form prospectus of the Company qualifying the distribution of the
Offered Securities and the materials incorporated therein by
reference;

     

    “including” means including
without limitation;

     

    “material change” means a
material change for the purposes of the Applicable Securities Laws of the
applicable jurisdiction or where such term is undefined under such Applicable
Securities Laws means a change in the business, operations or capital of the
Company and the Material Subsidiaries, on a consolidated basis, that would
reasonably be expected to have a significant effect on the market price or value
of any of the Company's securities and includes a decision to implement such a
change made by the Company's board of directors or by senior management of the
Company who believe that confirmation of the decision by the board of directors
is probable;

     

    “material fact” means a
material fact for the purposes of the Applicable Securities Laws of the
applicable jurisdiction or where such term is undefined under such Applicable
Securities Laws means a fact that would reasonably be expected to have a
significant effect on, the market price or value of the Company's
securities;

     

    “Material Subsidiaries” means
the entities listed on Schedule “B” hereto;

     

    “misrepresentation” means a
misrepresentation for the purposes of the Applicable Securities Laws of the
applicable jurisdiction or where such term is undefined under such Applicable
Securities Laws means (i) an untrue statement of a material fact, or (ii) an
omission to state a material fact that is required to be stated or that is
necessary to make a statement not misleading in the light of the circumstances
in which it was made;

     

    “NI 44-101” means National
Instrument 44-101- Short Form Prospectus Distributions;

     

    “NP 43-201” means National
Policy 43-201 - Mutual Reliance Review System for Prospectuses and Annual
Information Forms;

     

    “Offered Securities” shall have
the meaning ascribed thereto in the first paragraph of this Agreement and shall,
if applicable, include any Additional Offered Securities in respect of which the
Over-Allotment Option may be exercised;

     

    “Offering” shall have the
meaning ascribed thereto in the third paragraph of this Agreement;

     

    “Offering Documents” means,
collectively, the Preliminary Prospectus, the Final Prospectus and any
Supplementary Material;

     

    “Option Closing Date” shall
have the meaning ascribed thereto in the second paragraph of this
Agreement;

     

    “Over-Allotment Option” shall
have the meaning ascribed thereto in the second paragraph of this
Agreement;

     

    “person” includes any
individual, corporation, limited partnership, general partnership, joint stock
company or association, joint venture association, company, trust, bank, trust
company, land trust,

     

    
      
        
        

      

      
        - 3
-

        
          

        

      

      
        
        

      

    

     

    investment
trust, society or other entity, organization, syndicate, whether incorporated or
not, trustee, executor or other legal personal representative, and governments
and agencies and political subdivisions thereof;

     

    “Preliminary Prospectus” means
the preliminary short form prospectus of the Company prepared in connection with
the qualification of the distribution of the Offered Securities and the
materials incorporated therein by reference;

     

    “Purchasers” means,
collectively, each of the purchasers of Offered Securities arranged by the
Underwriters pursuant to the Offering, including, if applicable, the
Underwriters;

     

    “Qualifying Provinces” means,
the provinces of British Columbia, Alberta, Manitoba and Ontario;

     

    “Securities Commissions” means,
collectively, the securities commissions or similar regulatory authorities in
each of the Qualifying Provinces;

     

    “Selling Group” means,
collectively, those registered dealers appointed by the Underwriters to assist
in the Offering as contemplated in the fifth paragraph of this
Agreement;

     

    “subsidiary” shall have the
meaning ascribed thereto in the Securities Act
(Ontario);

     

    “Supplementary Material” means,
collectively, any amendment to the Final Prospectus, any amended or supplemental
prospectus or ancillary material required to be filed with any of the Securities
Commissions in connection with the distribution of the Offered Securities and
any material incorporated therein by reference;

     

    “Survival Limitation Date”
means the later of:

     

    
      	
               
      

            	
              (i)

            	
              the
      second anniversary of the Closing Date or the Option Closing Date, as
      applicable; and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              the
      latest date under the Applicable Securities Laws relevant to a Purchaser
      (non-residents of Canada being deemed to be resident in the Province of
      Ontario for such purposes) that a Purchaser may be entitled to commence an
      action or exercise a right of rescission, with respect to a
      misrepresentation contained in the Final Prospectus or, if applicable, any
      Supplementary Material;

            


    

     

    “Time of Closing” means 8:00
a.m. (Toronto time) on the Closing Date or the Option Closing Date, as
applicable;

     

    “Underwriters” shall have the
meaning ascribed thereto in the first paragraph of this Agreement;

     

    “Underwriting Fee” means the
cash commission equal to 6.0% of the gross proceeds of the Offering, payable to
the Underwriters; and

     

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

     

    
      
        
        

      

      
        - 4
-

        
          

        

      

      
        
        

      

    

     

    1.2           Division 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.

     

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

     

    1.4           Currency: Except as otherwise
indicated, all amounts expressed herein in terms of money refer to lawful
currency of Canada and all payments to be made hereunder shall be made in such
currency.

     

    1.5           Schedules: The following are
the schedules attached to this Agreement, which schedules are deemed to be a
part hereof and are hereby incorporated by reference herein: Schedule “A” -
Opinion of Company's Counsel; Schedule “B” - Material Subsidiaries; Schedule “C”
- U.S. Securities Law Provisions; and Schedule “D” – Outstanding Convertible
Securities.

     

    2.           Nature
of Transaction

     

    2.1           Each
Purchaser resident in a Qualifying Province shall purchase the Offered
Securities pursuant to the Final Prospectus. Except as set forth in Section 3.3,
each other Purchaser shall purchase in accordance with such procedures as the
Company and the Underwriters may mutually agree, acting reasonably, in order to
fully comply with the Applicable Securities Laws. The Company hereby agrees to
secure compliance with all applicable securities regulatory requirements of the
Qualifying Provinces on a timely basis in connection with the distribution of
the Offered Securities.  Subject to being notified by the Underwriters
of the requirements thereof and upon request by the Underwriters, the Company
also agrees to file within the periods stipulated under Applicable Securities
Laws outside of Canada and at the Company's expense all private placement forms
required to be filed by the Company and the Purchasers, respectively, in
connection with the Offering and agrees to pay all filing fees required to be
paid in connection therewith so that the distribution of the Offered Securities
outside of Canada may lawfully occur without the necessity of filing a
prospectus or any similar document under the Applicable Securities Laws outside
of Canada, if applicable. The Underwriters agree to assist the Company in all
reasonable respects to secure compliance with all regulatory requirements in
connection with the Offering.

     

    3.           Covenants
and Representations of the Underwriters

     

    3.1           Each
Underwriter severally, and not jointly and severally, covenants with the Company
that it will (and will use its commercially reasonable best efforts to cause the
members of the Selling Group to):

     

    (i)           conduct
activities in connection with arranging for the sale and distribution of the
Offered Securities in compliance with all Applicable Securities Laws and the
provisions of this Agreement;

     

    
      
        
        

      

      
        - 5
-

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (ii)

            	
              not,
      directly or indirectly, sell or solicit offers to purchase the Offered
      Securities or distribute or publish any offering circular, prospectus,
      form of application, advertisement or other offering materials in any
      country or jurisdiction so as to require registration or filing of a
      prospectus with respect thereto or compliance by the Company with
      regulatory requirements (including any continuous disclosure obligations)
      under the laws of, or subject the Company (or any of its directors,
      officers or employees) to any inquiry, investigation or proceeding of any
      securities regulatory authority, stock exchange or other authority in, any
      jurisdiction (other than the filing of the Preliminary Prospectus and the
      Final Prospectus in the Qualifying
Provinces);

            


    

     

    
      	
               
      

            	
              (iii)

            	
              use
      all reasonable efforts to complete and to cause the members of the Selling
      Group to complete the distribution of the Offered Securities as soon as
      practicable; and

            


    

     

    
      	
               
      

            	
              (iv)

            	
              upon
      the Company obtaining the necessary receipts therefor from each of the
      Securities Commissions, deliver one copy of the Final Prospectus and any
      Supplementary Material to each of the
  Purchasers.

            


    

     

    3.2           GMP
Securities L.P. shall notify the Company when, in its opinion, the Underwriters
and Selling Group have ceased distribution of the Offered Securities (and in any
event such notice shall be given no later than 21 days after the Closing Date or
the Option Closing Date, as applicable) and, if required for regulatory
compliance purposes, provide a breakdown of the number of Offered Securities
distributed and proceeds received (A) in each of the Qualifying Provinces and
(B) in any other jurisdiction.

     

    3.3           Each
Underwriter severally covenants with the Company that it will only solicit and
offer to sell to purchasers of Offered Securities in the United States in
accordance with Schedule “C” to this Agreement. The representations, warranties
and covenants of the Underwriters and the Company set forth in Schedule “C” are
incorporated herein by reference.

     

    4.           Representations,
Warranties and Covenants of the Company

     

    4.1           The
Company hereby represents, warrants and covenants to and with the Underwriters
that:

     

    4.1.1                      General
Matters

     

    
      	
               
      

            	
              (a)

            	
              the
      Company (i) has been continued under the Canada Business Corporations
      Act and is and will at the Time of Closing be up-to-date in all
      material corporate filings and in good standing under such Act; (ii) has
      all requisite corporate power and authority to carry on its business as
      now conducted and to own, lease and operate its properties and assets; and
      (iii) has all requisite corporate power and authority to issue and sell
      the Offered Securities, to enter into this Agreement and to carry out the
      provisions of this Agreement;

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      subsidiaries listed on Schedule “B” are the only subsidiaries of the
      Company which are material to the Company and, all securities of such
      subsidiaries are held, directly or indirectly, by the Company free and
      clear of all mortgages, liens, charges, pledges, security interests,
      encumbrances, claims and demands whatsoever. All
  of

            


    

     

    
      
        
        

      

      
        - 6
-

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              such
      shares in the capital of the Material Subsidiaries have been dully
      authorized and validly issued and are outstanding as fully paid and
      non-assessable shares and no person has any right, agreement or option,
      present or future, contingent or absolute, or any right capable of
      becoming a right, agreement or option, for the purchase from the Company
      of any interest in any of such shares or for the issue or allotment of any
      unissued shares in the capital of the Material Subsidiaries or any other
      security convertible into or exchangeable for any such shares. The
      Company’s other subsidiaries, CBM –Energy Inc. and ISL Wyoming Inc. are
      not material subsidiaries of the Company, do not own any material assets
      and do not have any material
liabilities.

            


    

     

    
      	
               
      

            	
              (c)

            	
              each
      of the Material Subsidiaries (i) has been incorporated in its respective
      jurisdiction of incorporation and is and will at the Time of Closing be
      up-to-date in all material corporate filings and in good standing under
      the laws of such jurisdiction, as the case may be and (ii) has all
      requisite corporate power and authority to carry on its business as now
      conducted and to own, lease and operate its properties and
      assets;

            


    

     

    
      	
               
      

            	
              (d)

            	
              no
      proceedings have been taken, instituted or, to the knowledge of the
      Company, are pending for the dissolution or liquidation of the Company or
      the Material Subsidiaries;

            


    

     

    
      	
               
      

            	
              (e)

            	
              the
      Company and each of the Material Subsidiaries are, in all material
      respects, conducting their respective businesses in compliance with all
      applicable laws, rules and regulations (including all material applicable
      federal, provincial, municipal, and local environmental anti-pollution and
      licensing laws, regulations and other lawful requirements of any
      governmental or regulatory body, including but not limited to relevant
      exploration, concessions and permits) of each jurisdiction in which its
      respective businesses are carried on and each is licensed, registered or
      qualified in all jurisdictions in which it owns, leases or operates its
      property or carries on business to enable its business to be carried on as
      now conducted and its property and assets to be owned, leased and operated
      and all such licences, registrations and qualifications are valid,
      subsisting and in good standing and it 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 or permits which could have an adverse material effect
      on the Company or the Material Subsidiaries and will at the Time of
      Closing be valid, subsisting and in good
  standing;

            


    

     

    
      	
               
      

            	
              (f)

            	
              all
      necessary corporate action has been taken or will have been taken prior to
      the Time of Closing by the Company so as to validly issue and sell the
      Offered Securities;

            


    

     

    
      	
               
      

            	
              (g)

            	
              the
      execution and delivery of this Agreement and the performance of the
      transactions contemplated hereby and thereby have been authorized by
      all

            


    

     

    
      	
               
      

            	
              necessary
      corporate action of the Company and this Agreement has been executed and
      delivered by the Company and constitutes a valid and binding obligation of
      the Company, enforceable against the Company in accordance with its terms,
      provided that enforcement thereof

            


    

     

    
      
        
        

      

      
        - 7
-

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              may
      be limited by laws affecting creditors’ rights generally, that specific
      performance and other equitable remedies may only be granted in the
      discretion of a court of competent jurisdiction, that the provisions
      relating to indemnity, contribution and waiver of contribution may be
      unenforceable and that enforceability is subject of the provisions of the
      Limitations Act,
      2002 (Ontario);

            


    

     

    
      	
               
      

            	
              (h)

            	
              the
      execution and delivery of this Agreement, the fulfilment of the terms
      hereof by the Company and the issuance, sale and delivery of the Offered
      Securities to be issued and sold by the Company at the Time of Closing do
      not and will not require the consent, approval, authorization,
      registration or qualification of or with any governmental authority, stock
      exchange, Securities Commission or other third party, except such as have
      been obtained or such as may be required (and shall be obtained prior to
      the Time of Closing) under Applicable Securities Laws or stock exchange
      regulations;

            


    

     

    
      	
               
      

            	
              (i)

            	
              the
      Offered Securities to be issued and sold as hereinbefore described have
      been, or prior to the Time of Closing will be reserved and authorized for
      issuance by the Company and, upon payment of the issue price for the
      Offered Securities and when certificates for the Offered Securities are
      countersigned by the Transfer Agent, the Offered Securities will be
      validly issued and fully paid and non-assessable, and all statements made
      in the Final Prospectus describing the Offered Securities will be accurate
      in all material respects;

            


    

     

    
      	
               
      

            	
              (j)

            	
              the
      authorized capital of the Company consists of an unlimited number of Class
      A Preference Shares, issuable in series, and an unlimited number of common
      shares, of which, as of April 20, 2007, no Class A Preference Shares were
      outstanding and 74,100,239 common
      shares were outstanding as fully paid and non-assessable shares of the
      Company;

            


    

     

    
      	
               
      

            	
              (k)

            	
              the
      Company and the Material Subsidiaries are not aware of any legislation, or
      proposed legislation published by a legislative body, which they
      anticipate will materially and adversely affect the business, affairs,
      operations, assets, liabilities (contingent or otherwise) or prospects of
      the Company or the Material
Subsidiaries;

            


    

     

    
      	
               
      

            	
              (l)

            	
              the
      currently issued and outstanding common shares of the Company are listed
      on the Exchange and no order ceasing, suspending or prohibiting trading in
      any securities of the Company or prohibiting the sale of the Offered
      Securities has been issued and no proceedings for such purpose are pending
      or, to the best of the Company’s knowledge, information and belief,
      threatened;

            


    

     

    
      	
               
      

            	
              (m)

            	
              except
      as referred to in Schedule “D” hereto, or as described in the Final
      Prospectus, no person now has any agreement or option or right or
      privilege (whether at law, preemptive or contractual) capable of becoming
      an

            


    

     

    
      
        
        

      

      
        - 8
-

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              agreement
      for the purchase, subscription or issuance of, or conversion into, any
      unissued shares, securities, warrants or convertible obligations of any
      nature of the Company or any of the Material
  Subsidiaries;

            


    

     

    
      	
               
      

            	
              (n)

            	
              since
      December 31, 2006, except as disclosed in the Company's Information
      Record:

            


    

     

    
      	
               
      

            	
              (i)

            	
              there
      has not been any material change in the assets, liabilities, obligations
      (absolute, accrued, contingent or otherwise), business, condition
      (financial or otherwise) or
      results of operations of the Company and the Material Subsidiaries, on a
      consolidated basis;

            	
               

            


    

     

    
      	
               
      

            	
              (ii)

            	
              there
      has not been any material change in the capital stock or long-term debt of
      the Company and the Material Subsidiaries, on a consolidated basis;
      and

            


    

     

    
      	
               
      

            	
              (iii)

            	
              the
      Company and the Material Subsidiaries have carried on their respective
      businesses in the ordinary course;

            


    

     

    
      	
               
      

            	
              (o)

            	
              the
      audited consolidated financial statements of the Company for the fiscal
      year ended December 31, 2006 present fairly, in all material respects, the
      financial condition of the Company and the Material Subsidiaries, on a
      consolidated basis, for the period then
ended;

            


    

     

    
      	
               
      

            	
              (p)

            	
              there
      are no material actions, proceedings or investigations (whether or not
      purportedly by or on behalf of the Company or any subsidiary) pending or
      threatened against or affecting the Company or its Material Subsidiaries
      at law or in equity (whether in any court, arbitration or similar
      tribunal) or before or by any federal, provincial, state, municipal or
      other governmental department, commission, board or agency, domestic or
      foreign;

            


    

     

    
      	
               
      

            	
              (q)

            	
              neither
      the Company nor any of the Material Subsidiaries is in default or in
      breach in any material respect of, and the execution and delivery of this
      Agreement by the Company, the performance and compliance with the terms of
      this Agreement and the sale of the Offered Securities (including the grant
      of the Over-Allotment Option by the Company) will not result in any
      material breach of, or be in conflict with or constitute a default under,
      or create a state of facts which, after notice or lapse of time, or both,
      would constitute a default under any term or provision of the constating
      documents, by-laws or resolutions of the Company or any of the Material
      Subsidiaries or any material mortgage, note, indenture, contract,
      agreement, instrument, lease or other document to which the Company or any
      of the Material Subsidiaries is a party or by which any of them is bound
      or any judgment, decree, order, statute, rule or regulation applicable to
      any of them, which breach or default would have a material adverse affect
      on the Company and the Material Subsidiaries, on a consolidated
      basis;

            


    

     

    
      	
               
      

            	
              (r)

            	
              the
      Company is, and will at the Time of Closing be, an Eligible Issuer and a
      “reporting issuer”, not included in a list of defaulting reporting issuers
      maintained by the Securities Commissions in the provinces of British
      Columbia, Alberta, Saskatchewan, Manitoba and Ontario and in
      particular,

            


    

     

    
      
        
        

      

      
        - 9
-

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              without
      limiting the foregoing, the Company has at all times complied with its
      obligations to make timely disclosure of all material changes relating to
      it and there is no material change relating to the Company which has
      occurred and with respect to which the requisite material
      change report has not been filed with the Securities Commissions, except
      to the extent that the Offering constitutes a material
      change;

            


    

     

    
      	
               
      

            	
              (s)

            	
              all
      filings and fees required to be made and paid by the Company and the
      subsidiaries pursuant to Applicable Securities Laws and general corporate
      law have been made and paid and the information and statements set forth
      in the Company's Information Record were accurate in all material respects
      and did not contain any misrepresentation as of the date of such
      information or statement, and the Company has not filed any confidential
      material change report with any Securities Commission that is still
      maintained on a confidential basis;

            


    

     

    
      	
               
      

            	
              (t)

            	
              the
      auditors of the Company who audited the consolidated financial statements
      of the Company most recently delivered to the securityholders of the
      Company and delivered their report with respect thereto, have confirmed to
      the Company that they are independent public accountants as required by
      the Applicable Securities Laws;

            


    

     

    
      	
               
      

            	
              (u)

            	
              there
      has not been any “reportable event” (within the meaning of National
      Instrument 51-102 of the Canadian Securities Administrators) with the
      present or any former auditor of the
Company;

            


    

     

    
      	
               
      

            	
              (v)

            	
              there
      is not, in the constating documents, by-laws or in any debt
      instrument,  agreement, mortgage, note, debenture, indenture or
      other instrument or document to which the Company is a party, any
      restriction upon or impediment to, the declaration of dividends by the
      directors of the Company or the payment of dividends by the Company to the
      holders of its common shares;

            


    

     

    
      	
               
      

            	
              (x)

            	
              the
      Company is not, nor are any of its subsidiaries, party to or bound or
      affected by any commitment, agreement or document containing any covenant
      which expressly limits the freedom of the Company or any of its
      subsidiaries to compete in any line of business, transfer or move any of
      their assets or operations or which materially or adversely affects the
      business practices, operations or condition of the Company and its
      subsidiaries, taken as a whole;

            


    

     

    
      	
               
      

            	
              (y)

            	
              other
      than the Company, there is no person that is or will be entitled to the
      proceeds of this Offering under the terms of any debt instrument,
      mortgage, note, indenture, contract, instrument, lease agreement (written
      or unwritten);

            


    

     

    
      	
               
      

            	
              (z)

            	
              the
      Company is not party to any agreement, nor is the Company aware of any
      agreement, which in any manner affects the voting control of any of the
      securities of the Company or its
subsidiaries;

            


    

     

    
      	
               
      

            	
              (aa)

            	
              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 Company or any of the Material Subsidiaries have been paid except
      for where the failure to pay such taxes would not constitute an adverse
      material fact of the Company and of the
  Material

            


    

     

    
      
        
        

      

      
        - 10
-

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              Subsidiaries,
      on a consolidated basis, or result in an adverse material change to the
      Company and the Material Subsidiaries, on a consolidated
      basis.  All tax returns, declarations, remittances and filings
      required to be filed by the Company 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 of the Company and the Material Subsidiaries, on a
      consolidated basis, or result in an adverse material change to the Company
      and the Material Subsidiaries, on a consolidated basis.  To the
      best of the knowledge of the Company, no examination of any tax return of
      the Company or any of the Materials 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 Company or any Material Subsidiary, in any case, except where such
      examinations, issues or disputes would not constitute an adverse material
      fact of the Company and the Material Subsidiaries, on a consolidated
      basis, or result in an adverse material change to the Company and the
      Material Subsidiaries, on a consolidated
basis;

            


    

     

    
      	
               
      

            	
              (bb)

            	
              neither
      the Company nor any of the Material Subsidiaries, nor to the best of the
      Company's knowledge, information and belief, any other person, is in
      default in any material respect in the observance or performance of any
      term, covenant or obligation to be performed by the Company or any of the
      Material Subsidiaries or such other person under any material contract,
      agreement, or arrangement (including all joint venture agreements) to
      which the Company or any of the Material Subsidiaries is a party or
      otherwise bound and all such contracts, agreements or arrangements
      (including all joint venture agreements) are in good standing, and no
      event has occurred which with notice or lapse of time or both would
      constitute such a default by the Company, a Material Subsidiary or, to the
      best of the Company’s knowledge, information and belief, any other
      party;

            


    

     

    
      	
               
      

            	
              (cc)

            	
              the
      net proceeds of the Offering will be used as described in the Final
      Prospectus;

            


    

     

    
      	
               
      

            	
              (dd)

            	
              the
      attributes of the Offered Securities will conform in all material respects
      with the description thereof to be described in the Final
      Prospectus;

            


    

     

    
      	
               
      

            	
              (ee)

            	
              other
      than as contemplated by the Offering and this Agreement, the Company will
      not, for a period of 90 days from the Closing Date, issue or sell or agree
      to issue or sell (or announce any intention to do so) any equity or voting
      shares of the Company or financial instruments convertible or exchangeable
      into such shares, other than for purposes of (i) the grant or exercise of
      stock options and other similar issuances pursuant to the share incentive
      plans of the Company (including as described in Schedule “D” hereto); (ii)
      outstanding warrants (including as described in Schedule “D” hereto);
      and

            


    

     

    
      
        
        

      

      
        - 11
-

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (iii)
      obligations in respect of existing agreements (including as described in
      Schedule “D” hereto), without the prior written consent of GMP Securities
      L.P. on behalf of the Underwriters, which consent shall not be
      unreasonably withheld;

            


    

     

    
      	
               
      

            	
              (ff)

            	
              the
      Company will use its best efforts to obtain the necessary regulatory
      consents from the Exchange to the sale of the Offered Securities hereunder
      on such conditions as are acceptable to the Underwriters and the Company,
      acting reasonably;

            


    

     

    
      	
               
      

            	
              (gg)

            	
              the
      Company will use its best efforts to arrange for the listing on the
      Exchange of the Offered Securities effective as of the Closing Date and
      the Option Closing Date, as
applicable;

            


    

     

    
      	
               
      

            	
              (hh)

            	
              the
      Company will use its 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 each of the provinces of British Columbia, Alberta,
      Saskatchewan, Manitoba and Ontario until the date that is two years
      following the Closing Date, provided that this covenant shall not prevent
      the Company from completing any transaction which would result in the
      Company ceasing to be a “reporting issuer” so long as the holders of
      common shares receive securities of an entity which is listed on a stock
      exchange in Canada or the holders of the common shares have approved the
      transaction;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              Equity
      Transfer & Trust Company has been appointed the registrar and transfer
      agent in Canada for the common shares of the Company at its principal
      transfer office in the city of Toronto,
Ontario;

            


    

     

    
      	
               
      

            	
              (jj)

            	
              none
      of the directors, officers or employees of the Company, any known holder
      of more than ten per cent of any class of shares of the Company, or any
      known associate or affiliate of any of the foregoing persons or companies
      (as such terms are defined in the Securities Act
      (Ontario)), has had any material interest, direct or indirect, in any
      material transaction within the previous two years or any proposed
      material transaction with the Company or any Material Subsidiary which, as
      the case may be, materially affected, is material to or will materially
      affect the Company and the Material Subsidiaries, on a consolidated
      basis;

            


    

     

    
      	
               
      

            	
              (kk)

            	
              other
      than the Underwriters pursuant to this Agreement, there is no person
      acting or purporting to act at the request of the Company who is entitled
      to any brokerage, agency or other fiscal advisory or similar fee in
      connection with the transactions contemplated
  herein;

            


    

     

    
      	
               
      

            	
              (ll)

            	
              none
      of the Company or the Material Subsidiaries is party to any debt
      instrument or has any material loans or other indebtedness outstanding
      which has been made to any of its shareholders, officers, directors or
      employees, past or present, or any person not dealing at arm’s length with
      them;

            


    

     

    
      
        	
                 
      

              	
                (mm)

              	
                
                  the
      assets of the Company and the Material 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, and such coverage is in full force
      and

                

              


      

    

     

    
      
        
        

      

      
        - 12
-

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              effect,
      and none of the Company or any of the Material Subsidiaries has failed to
      promptly give any notice or present any material claim thereunder;
      and

            


    

     

    
      	
               
      

            	
              (nn)

            	
              the
      Company and the Material Subsidiaries own or possess the right to use all
      material patents, trademarks, trademark registrations, service marks,
      service mark registrations, trade names, copyrights, licenses, inventions,
      trade secrets and rights necessary for the conduct of their respective
      businesses, and the Company is not aware of any claim to the contrary or
      any challenge by any other person to the rights of the Company and the
      Material Subsidiaries with respect to the foregoing.  To the
      best of the Company’s knowledge, the Company’s business, including that of
      its subsidiaries, as now conducted does not, and as currently proposed to
      be conducted will not, infringe or conflict with in any material respect
      patents, trademarks, service marks, trade names, copyrights, trade
      secrets, licenses or other intellectual property or franchise right of any
      person.

            


    

     

    4.1.2                      Prospectus
Matters

     

    
      	
               
      

            	
              (a)

            	
              the
      Company will, provided the Underwriters have taken all action required by
      them hereunder to permit the Company to do so, use all reasonable efforts
      to file the Final Prospectus pursuant to NP 43-201 and to obtain a final
      expedited review receipt document from the Ontario Securities Commission
      in respect of each Qualifying Province and if a Securities Commission in
      any Qualifying Province opts out of the expedited review system, a final
      receipt (or a decision document equivalent thereof) from such Securities
      Commission, and shall have taken all other steps and proceedings that may
      be necessary in order to qualify the Offered Securities for distribution
      pursuant to the Final Prospectus in each of the Qualifying Provinces
      before the close of business on May 17, 2007 (or
      such other date as may be agreed to in writing by the Company and the
      Underwriters);

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      Company will deliver from time to time without charge to the Underwriters
      as many copies of the Preliminary Prospectus, the Final Prospectus and any
      Supplementary Material as they may reasonably request for the purposes
      contemplated hereunder and contemplated by the Applicable Securities Laws
      in the Qualifying Provinces and such delivery shall constitute the consent
      of the Company to their use of such documents in the Qualifying Provinces
      in connection with the distribution or the distribution to the public of
      the Offered Securities, subject to the Underwriters complying with the
      provisions of the Applicable Securities Laws in the Qualifying Provinces
      and the provisions of this
Agreement;

            


    

     

    
      	
               
      

            	
              (c)

            	
              all
      the information and statements to be contained in the Offering Documents
      shall, at the respective dates of delivery thereof, constitute full, true
      and plain disclosure of all material facts relating to each of the
      Offering, the Company, the Material Subsidiaries and the Offered
      Securities (provided that this representation and warranty is not intended
      to extend to information and statements included in reliance upon and in
      conformity with information furnished to the Company by or on behalf of
      the Underwriters specifically for use
therein);

            


    

     

    
      	
               
      

            	
              (d)

            	
              at
      the time of filing and qualification thereof, no Offering Document will
      contain a misrepresentation (provided that this representation and
      warranty is not intended to extend to information and statements included
      in reliance upon and in conformity

            


    

     

    
      
        
        

      

      
        - 13
-

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              with
      information furnished to the Company by or on behalf of the Underwriters
      specifically for use therein);

            


    

     

    
      	
               
      

            	
              (e)

            	
              the
      Offering Documents shall contain the disclosure required by and conform to
      all requirements of the Applicable Securities
  Laws;

            


    

     

    
      	
               
      

            	
              (f)

            	
              during
      and prior to completion of the distribution of the Offered Securities, the
      Company will otherwise take or cause to be taken all steps and proceedings
      (including the filing of, and obtaining the issuance of a final receipt
      (or a decision document equivalent thereof) for, the Final Prospectus)
      that may be required under the Applicable Securities Laws of the
      Qualifying Provinces to qualify the Offered Securities for sale to the
      public in the Qualifying Provinces through registrants registered under
      the Applicable Securities Laws of the Qualifying Provinces who have
      complied with the relevant provisions thereof;
  and

            


    

     

    
      	
               
      

            	
              (g)

            	
              at
      all times until the distribution of the Offered Securities has been
      completed, but in any event not later than 21 days following the Closing
      Date or the Option Closing Date, as applicable, the Company will, to the
      reasonable satisfaction of counsel to the Underwriters, promptly take or
      cause to be taken all reasonable additional steps and proceedings that may
      be required from time to time under the Applicable Securities Laws of the
      Qualifying Provinces to continue to so qualify the Offered Securities or,
      in the event that the Offered Securities have, for any reason, ceased to
      so qualify, to again so qualify the Offered
  Securities.

            


    

     

    4.1.3                      Due
Diligence Matters

     

    
      	
               
      

            	
              (a)

            	
              prior
      to the filing of the Final Prospectus and any Supplementary Material
      (other than any material filed prior to the date hereof and incorporated
      by reference therein), the Company will allow the Underwriters to
      participate fully in the preparation of the Preliminary Prospectus, the
      Final Prospectus and any Supplementary Material and shall allow the
      Underwriters to conduct all due diligence which they may reasonably
      require to conduct in order to fulfil their obligations and in order to
      enable them to responsibly execute the certificates required to be
      executed by them at the end of each of the Preliminary Prospectus, the
      Final Prospectus and any applicable Supplementary
  Material;

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      Company will promptly notify the Underwriters in writing if, prior to
      termination of the distribution of the Offered Securities, there shall
      occur any material change or change in a material fact (in either case,
      whether actual, anticipated, contemplated or threatened and other than a
      change or change in fact relating solely to the Underwriters) or any event
      or development involving a prospective material change or a change in a
      material fact or any other material change in any or all of the business,
      affairs, operations, assets (including information or data relating to the
      estimated value or book value of
      assets), liabilities (contingent or otherwise), capital, ownership,
      control or management of the Company or any of the Material Subsidiaries
      which would constitute a material change to, or a change in a material
      fact concerning the Company and the Material Subsidiaries on a
      consolidated basis

            


    

     

    
      	
               
      

            	
               

            


    

     

    
      
        
        

      

      
        - 14
-

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              or
      any other change which is of such a nature as to result in, or could be
      considered reasonably likely to result in, a misrepresentation in the
      Final Prospectus or any Supplementary Material, as they exist immediately
      prior to such change, or could render any of the foregoing, as they exist
      immediately prior to such change, not in compliance with any of the
      Applicable Securities Laws;

            


    

     

    
      	
               
      

            	
              (c)

            	
              the
      Company will promptly notify the Underwriters in writing with full
      particulars of any such actual, anticipated, contemplated, threatened or
      prospective change referred to in the preceding paragraph and the Company
      shall, to the satisfaction of the Underwriters, acting reasonably,
      provided the Underwriters have taken all action required by them hereunder
      to permit the Company to do so, file promptly and, in any event, within
      all applicable time limitation periods with the Securities Commissions a
      new or amended Final Prospectus or Supplementary Material, as the case may
      be, or material change report as may be required under the Applicable
      Securities Laws and shall comply with all other applicable filing and
      other requirements under the Applicable Securities Laws including any
      requirements necessary to qualify the distribution of the Offered
      Securities and shall deliver to the Underwriters as soon as practicable
      thereafter their reasonable requirements of conformed or commercial copies
      of any such new or amended Final Prospectus or Supplementary Material. The
      Company will not file any such new or amended disclosure documentation or
      material change report without first obtaining the written approval of the
      form and content thereof by the Underwriters, which approval shall not be
      unreasonably withheld or delayed; provided that the Company will not be
      required to file a registration statement or otherwise register or qualify
      the Offered Securities for sale or distribution outside
      Canada;

            


    

     

    
      	
               
      

            	
              (d)

            	
              the
      Company will in good faith discuss with the Underwriters as promptly as
      possible any circumstance or event which is of such a nature that there is
      or there ought to be consideration given as to whether there may be a
      material change or change in a material fact or other change described in
      the preceding two paragraphs; and

            


    

     

    
      	
               
      

            	
              (e)

            	
              the
      minute books of the Company and each of the Material Subsidiaries provided
      to counsel to the Underwriters contain copies of all constating documents
      and all proceedings of securityholders and directors (and committees
      thereof) (or drafts pending the approval thereof) and are complete in all
      material respects.

            


    

     

    
      
        
        

      

      
        - 15
-

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              4.1.4

            	
              Mining
      and Environmental Matters

            


    

     

    
      	
               
      

            	
              (a)

            	
              the
      Company and the Material 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, including laws, ordinances, regulations or
      orders, 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 (the
      “Environmental
      Laws”);

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      Company and the Material 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 or proposed to be commenced by the Company and the
      Material Subsidiaries, and each Environmental Permit is valid, subsisting
      and in good standing and neither the Company nor any of the Material
      Subsidiaries is in material default or breach of any Environmental Permit
      and, to the best of the knowledge of the Company, no proceeding is pending
      or threatened to revoke or limit any Environmental
  Permit;

            


    

     

    
      	
               
      

            	
              (c)

            	
              neither
      the Company nor any of the Material 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;

            


    

     

    
      	
               
      

            	
              (d)

            	
              neither
      the Company nor any of the Material Subsidiaries nor, if applicable, to
      the knowledge of the Company, any predecessor company, has received any
      notice of or been prosecuted for an offence alleging non-compliance with
      any laws, ordinances, regulations and orders, including Environmental
      Laws, and neither the Company nor any of the Material Subsidiaries nor, if
      applicable, to the knowledge of the Company, any predecessor company has
      settled any allegation of non-compliance short of prosecution. 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 Company or any of its Material
      Subsidiaries, nor has the Company or any of its Material Subsidiaries
      received notice of any of the same;

            


    

     

    
      	
               
      

            	
              (e)

            	
              there
      have been no past unresolved, and there are no pending or threatened
      claims, complaints, notices or requests for information received by the
      Company with respect to any alleged material violation of any law, statue,
      order, regulation, ordinance or decree; and to the best of the Company’s
      knowledge, information and belief, no conditions exist at, on or under any
      property
      now or previously owned, operated or leased by the Company which, with the
      passage of time, or the giving of notice or both, would give rise to
      liability under any law, statue, order,
  regulation,

            


    

     

    
      
        
        

      

      
        - 16
-

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              ordinance
      or decree that, individually or in the aggregate, has or may reasonably be
      expected to have any adverse effect with respect to the Company and the
      Material Subsidiaries, taken as a
whole;

            


    

     

    
      	
               
      

            	
              (f)

            	
              except
      as ordinarily or customarily required by applicable permit, neither the
      Company nor any of the Material 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.  Neither the Company nor
      any of the Material Subsidiaries has received any request for information
      in connection with any federal, state, municipal or local inquiries as to
      disposal sites;

            


    

     

    
      	
               
      

            	
              (g)

            	
              the
      Company and its Material Subsidiaries are the absolute legal and
      beneficial owners of, and have good and marketable title to, all of the
      material property or assets thereof as described in the Company’s
      Information Record, free of all mortgages, liens, charges, pledges,
      security interests, encumbrances, claims or demands whatsoever, other than
      those described in the Company’s Information Record, and no other property
      rights are necessary for the conduct of the business of the Company and
      its Material Subsidiaries (taken as a whole) as currently conducted or
      contemplated to be conducted; the Company knows of no claim or basis for
      any claim that might or could adversely affect the right of the Company
      and its Material Subsidiaries to use, transfer or otherwise exploit such
      property rights; and, except as disclosed in the Company’s Information
      Record, the Company and its Material 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;

            


    

     

    
      	
               
      

            	
              (h)

            	
              the
      Company and its Material Subsidiaries hold either freehold title, mining
      leases, mining claims or other conventional property, proprietary or
      contractual interests or rights, recognized in the jurisdiction in which a
      particular property is located in respect of the ore bodies and minerals
      located in properties in which the Company and its Material Subsidiaries
      have an interest as described in the Company’s Information Record under
      valid, subsisting and enforceable title documents or other recognized and
      enforceable agreements or instruments, sufficient to permit the Company
      and its Material Subsidiaries to explore the minerals relating thereto;
      all such property, leases or claims and all property, leases or claims in
      which the Company or its Material Subsidiaries have any interest or right
      have been validly located and recorded in accordance with all applicable
      laws and are valid and subsisting; the Company or its Material
      Subsidiaries have all necessary surface rights, access rights and other
      necessary rights and interest relating to the properties in which the
      Company or its Material Subsidiaries have an interest as described in the
      Company’s Information Record granting the Company or its Material
      Subsidiaries the right and ability to explore for minerals for development
      purposes as are appropriate in view of their respective rights and
      interests therein, with only such exceptions as do not materially
      interfere with the use made by the Company or its Material Subsidiaries of
      the rights or interests so held and each of the proprietary interests or
      rights and each of the documents, agreements and instruments
      and

            


    

     

    
      
        
        

      

      
        - 17
-

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              obligations
      relating thereto referred to above are currently in good standing in the
      name of the Company or its Material
  Subsidiaries;

            


    

     

    
      	
               
      

            	
              (i)

            	
              any
      and all of the agreements and other documents and instruments pursuant to
      which the Company and its Material Subsidiaries hold their property and
      assets (including any interest in, or right to earn an interest in, any
      property) are valid and subsisting agreements, documents or instruments in
      full force and effect, enforceable in accordance with the terms thereof,
      the Company and its Material 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.  None of the properties (or
      any interest in, or right to earn an interest in, any property) of the
      Company and its Material Subsidiaries are subject to any right of first
      refusal or purchase or acquisition rights which are not disclosed in the
      Company’s Information Record;

            


    

     

    
      	
               
      

            	
              (j)

            	
              there
      are no claims with respect to native rights currently or, to the best
      knowledge of the Company, pending or threatened with respect to any of the
      material properties of the Company or the Material
      Subsidiaries

            


    

     

    
      	
               
      

            	
              (k)

            	
              all
      mining operations on the properties of the Company and the Material
      Subsidiaries have been conducted in all 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;

            


    

     

    
      	
               
      

            	
              (l)

            	
              except
      as disclosed in the Company’s Information Record, there are no
      environmental audits, evaluations, assessments, studies or tests relating
      to the Company or any of the Material Subsidiaries except for ongoing
      assessments conducted by or on behalf of the Company in the ordinary
      course; and

            


    

     

    
      	
               
      

            	
              (m)

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

            


    

     

    4.1.5                      Employment
Matters

     

    
      	
               
      

            	
              (a)

            	
              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 Company for the benefit of any current or former director, officer,
      employee or consultant of the Company (the “Employee Plans”) has
      been maintained in compliance with its terms and with the requirements
      prescribed by any and all statutes, orders, rules and regulations that are
      applicable to such Employee Plans, in each case in all material respects
      and has been publicly disclosed to the extent required by Applicable
      Securities Laws;

            


    

     

    
      	
               
      

            	
              (b)

            	
              all
      material accruals for unpaid vacation pay, premiums for unemployment
      insurance, health premiums, federal or state pension plan premiums,
      accrued wages, salaries and

            


    

     

    
      
        
        

      

      
        - 18
-

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              commissions
      and employee benefit plan payments have been reflected in the books and
      records of the Company or the Material Subsidiaries;
  and

            


    

     

    
      	
               
      

            	
              (c)

            	
              there
      is not currently any labour disruption which is adversely affecting or
      could adversely affect, in a material manner, the carrying on of the
      business of the Company and the Material Subsidiaries, on a consolidated
      basis.

            


    

     

    5.           Conditions
to Purchase Obligation

     

    5.1           The
following are conditions of the Underwriters' obligations to close the purchase
of the Offered Securities from the Company as contemplated hereby, which
conditions the Company covenants to exercise its reasonable best efforts to have
fulfilled on or prior to the Closing Date, which conditions may be waived in
writing in whole or in part by the Underwriters:

     

    
      	
               
      

            	
              (a)

            	
              the
      Company will have made and/or obtained the necessary filings, approvals,
      consents and acceptances to or from, as the case may be, the Securities
      Commissions and the Exchange required to be made or obtained by the
      Company in connection with the Offering, on terms which are acceptable to
      the Company and the Underwriters, acting reasonably, prior to the Closing
      Date, it being understood that the Underwriters will do all that is
      reasonably required to assist the Company to fulfil this
      condition;

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      Company shall have delivered to the Underwriters within 24 hours of the
      issuance of the receipt for the Preliminary Prospectus by each of the
      Qualifying Provinces, or such later time as may be agreed upon by the
      Company and the Underwriters, in such Canadian cities as the Underwriters
      may reasonably request, the reasonable requirements of conformed
      commercial copies of the Preliminary
Prospectus;

            


    

     

    
      	
               
      

            	
              (c)

            	
              the
      Company shall have delivered to the Underwriters within 24 hours of the
      issuance of the receipt for the Final Prospectus by each of the Qualifying
      Provinces, or such later time as may be agreed upon by the Company and the
      Underwriters, in such Canadian cities as the Underwriters may reasonably
      request, the reasonable requirements of conformed commercial copies of the
      Final Prospectus;

            


    

     

    
      	
               
      

            	
              (d)

            	
              the
      Offered Securities will have been accepted for listing by the Exchange,
      subject to the usual conditions, and will, at the opening of trading on
      the Exchange on the Closing Date, be accepted for trading on the
      Exchange;

            


    

     

    
      	
               
      

            	
              (e)

            	
              the
      Company's board of directors will have authorized and approved this
      Agreement, the sale and issuance of the Offered Securities and all matters
      relating to the foregoing;

            


    

     

    
      	
               
      

            	
              (f)

            	
              the
      Company will deliver a certificate of the Company and signed on behalf of
      the Company, but without personal liability, by the Chief Executive
      Officer of the Company and the Chief Financial Officer of the Company
      or

            


    

     

    
      
        
        

      

      
        - 19
-

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              such
      other senior officers of the Company as may be acceptable to the
      Underwriters, acting reasonably, addressed
      to the Underwriters and their counsel and dated the Closing Date, in form
      and content satisfactory to the Underwriters, acting reasonably,
      certifying that:

            


    

     

    
      	
               
      

            	
              (i)

            	
              no
      order ceasing or suspending trading in any securities of the Company or
      prohibiting the sale of the Offered Securities or any of the Company's
      issued securities has been issued and no proceedings for such purpose are
      pending or, to the knowledge of such officers,
  threatened;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              to
      the knowledge of such officers, there has been no adverse material change
      (actual, proposed or prospective, whether financial or otherwise) in the
      business, affairs, operations, assets, liabilities (contingent or
      otherwise) or capital of the Company and the Material Subsidiaries on a
      consolidated basis since the date hereof which has not been generally
      disclosed;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              since
      the date hereof, no material change relating to the Company and the
      Material Subsidiaries on a consolidated basis, except for the Offering,
      has occurred with respect to which the requisite material change statement
      or report has not been filed and no such disclosure has been made on a
      confidential basis;

            


    

     

    
      	
               
      

            	
              (iv)

            	
              the
      representations and warranties of the Company contained in this Agreement
      are true and correct in all material respects at the Time of Closing, with
      the same force and effect as if made by the Company as at the Time of
      Closing after giving effect to the transactions contemplated hereby;
      and

            


    

     

    
      	
               
      

            	
              (v)

            	
              the
      Company has complied with all the covenants and satisfied all the terms
      and conditions of this Agreement on its part to be complied with or
      satisfied, other than conditions which have been waived by the
      Underwriters, at or prior to the Time of
  Closing;

            


    

     

    
      	
               
      

            	
              (g)

            	
              the
      Company will have caused a favourable legal opinion to be delivered by its
      Canadian counsel addressed to the Underwriters and the Underwriters'
      counsel, acceptable in all reasonable respects to the Underwriters,
      including in respect of those matters identified in Schedule “A” hereto.
      In giving such opinion, counsel to the Company shall be entitled to rely,
      to the extent appropriate in the circumstances, upon local counsel and
      shall be entitled as to matters of fact to rely upon a certificate of fact
      from responsible persons in a position to have knowledge of such facts and
      their accuracy;

            


    

     

    
      	
               
      

            	
              (h)

            	
              the
      Company will have caused a favourable legal opinion to be delivered by
      local counsel in the jurisdiction of incorporation of each of the Material
      Subsidiaries addressed to the Underwriters, in form and substance satisfactory
      to the Underwriters, acting reasonably, and with respect to the following
      matters:

            


    

     

    
      	
               
      

            	
              (A)

            	
              the
      incorporation and existence of each Material Subsidiary under the laws of
      its jurisdiction of incorporation;

            


    

     

    
      
        
        

      

      
        - 20
-

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (B)

            	
              as
      to the holder of the issued and outstanding shares of each Material
      Subsidiary; and

            


    

     

    
      	
               
      

            	
              (C)

            	
              that
      each Material Subsidiary has all requisite corporate power under the laws
      of its jurisdiction of incorporation to carry on its business as presently
      carried on and own its properties;

            


    

     

    
      	
               
      

            	
              (i)

            	
              if
      any Offered Securities are being sold on the Closing Date to United States
      purchasers pursuant to Schedule “C” to this Agreement, the Company shall
      have caused a favourable legal opinion to be delivered by United States
      counsel, in form and substance satisfactory to the Underwriters, to the
      effect that the sale of such Offered Securities on the Closing Date to
      such United States purchasers is not required to be registered under the
      United States Securities
      Act of 1933, as amended;

            


    

     

    
      	
               
      

            	
              (j)

            	
              the
      Company will have caused a favourable title opinion to be delivered, in
      form and substance satisfactory to the Underwriters, acting reasonably,
      with respect to each of the Company’s and Material Subsidiaries’
      properties;

            


    

     

    
      	
               
      

            	
              (k)

            	
              the
      Company will have caused PricewaterhouseCoopers LLP to deliver an update
      of its letter referred to in paragraph 6
below;

            


    

     

    
      	
               
      

            	
              (l)

            	
              the
      Company will cause its registrar and transfer agent to deliver a
      certificate as to the issued and outstanding common shares of the
      Company;

            


    

     

    
      	
               
      

            	
              (m)

            	
              certificates
      representing the Offered Securities registered as the Underwriters may
      direct (or, in the case of Offered Securities being sold to United States
      purchasers, as such purchasers may direct), which certificates will be
      delivered in Toronto; and

            


    

     

    
      	
               
      

            	
              (n)

            	
              the
      Underwriters will have been satisfied in their sole discretion with the
      due diligence review and investigation of the Company and the Material
      Subsidiaries perform by the Underwriters and their
      representatives.

            


    

     

    5.2           The
following are conditions of the Underwriters' obligations to close the purchase
of the Additional Offered Securities from the Company as contemplated hereby,
which conditions the Company covenants to exercise its reasonable best efforts
to have fulfilled on or prior to the Option Closing Date, which conditions may
be waived in writing in whole or in part by the Underwriters:

     

    
      	
               
      

            	
              (a)

            	
              the
      Additional Offered Securities will have been accepted for listing by the
      Exchange, subject to the usual conditions, and will, at the opening of
      trading on the Exchange on the Option Closing Date, be accepted for
      trading on the Exchange;

            


    

    


    
      	
               
      

            	
              (b)

            	
              the
      Underwriters shall have received an updated certificate referred to in
      paragraph 5.1 (f) above dated the Option Closing
  Date;

            


    

     

    
      	
               
      

            	
              (c)

            	
              the
      Underwriters shall have received updated favourable legal opinions
      referred to in paragraphs 5.1 (g) and (h) above dated the Option Closing
      Date;

            


    

     

    
      
        
        

      

      
        - 21
-

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (d)

            	
              if
      any Additional Offered Securities are being sold on the Option Closing
      Date to United States purchasers pursuant to Schedule “C” to this
      Agreement, the Company shall have caused a favourable legal opinion to be
      delivered by United States counsel, in form and substance satisfactory to
      the Underwriters, to the effect that the sale of such Offered Securities
      on the Option Closing Date to such United States purchasers is not
      required to be registered under the United States Securities Act
      of 1933, as amended;

            


    

    


    
      	
               
      

            	
              (e)

            	
              the
      Company will have caused PricewaterhouseCoopers LLP to deliver an update
      of its letter referred to in paragraph 6
below;

            


    

    


    
      	
               
      

            	
              (f)

            	
              the
      Company will cause its registrar and transfer agent to deliver an updated
      certificate referred to in paragraph 5.1(l)
  above;

            


    

    


    
      	
               
      

            	
              (g)

            	
              certificates
      representing the Additional Offered Securities registered as the
      Underwriters may direct (or, in the case of Additional Offered Securities
      being sold to United States purchasers, as such purchasers may direct),
      which certificates will be delivered in Toronto;
  and

            


    

    


    
      	
               
      

            	
              (h)

            	
              the
      Underwriters shall have received such other certificates, agreements,
      materials or documents as they may reasonably request with respect to the
      good standing of the Company, the due authorization and issuance of the
      Additional Offered Securities and other matters related to the issuance of
      the Additional Offered Securities.

            


    

     

    6.           Additional
Documents Upon Filing of Final Prospectus

     

    The
Company shall cause to be delivered to the Underwriters concurrently with the
filing of the Final Prospectus and any Supplementary Material, a comfort letter
dated the date of the Final Prospectus (or Supplementary Material, as
applicable) from the auditors of the Company and addressed to the Underwriters
and to the directors of the Company, in form and substance reasonably
satisfactory to the Underwriters, relating to the verification of the financial
information and accounting data and other numerical data of a financial nature
contained in the Final Prospectus (or Supplementary Material, as applicable) and
matters involving changes or developments since the respective dates as of which
specified financial information is given therein, to a date not more than two
business days prior to the date of such letter.

     

    7.           Closing

     

    7.1           The
Offering will be completed at the offices of the Underwriters’ counsel in
Toronto at the Time
of Closing or such other place, date or time as may be mutually agreed to;
provided that if the Company has not been able to comply in any material respect
with any of the covenants or conditions set out herein required to be complied
with by the Time of Closing or such other date and time as may be mutually
agreed to or such covenant or condition has not been waived by the Underwriters,
the respective obligations of the parties will terminate without further
liability or obligation except for payment of expenses, indemnity
and contribution provided for in this Agreement.

     

    
      
        
        

      

      
        - 22
-

        
          

        

      

      
        
        

      

    

     

    7.2           At
the Time of Closing, the Company shall deliver to the Underwriters the
documents, legal opinions and certificates as contemplated in section 5.1 or
5.2, as the case may be; against payment of the aggregate purchase price for the
Offered Securities or the Additional Offered Securities, as applicable, net of
the Underwriting Fee and expenses incurred up to the Closing Date or Option
Closing Date, as applicable, by wire transfer payable to the
Company.  Any additional expenses of the Underwriters incurred in
connection with the Offering not included in these expenses retained by the
Underwriters shall be paid by the Company forthwith upon invoices being provided
therefor.

     

    7.3           All
terms and conditions of this Agreement shall be construed as conditions and any
breach or failure to comply with any such terms and conditions in any material
respect shall entitle the Underwriters to terminate their obligations to
purchase the Offered Securities or the Additional Offered Securities, as
applicable, by written notice to that effect given to the Company prior to the
Time of Closing. It is understood that the Underwriters may waive, in whole or
in part, or extend the time for compliance with, any of such terms and
conditions without prejudice to their rights in respect of any such terms and
conditions or any other subsequent breach or non-compliance; provided that to be
binding on the Underwriters, any such waiver or extension must be in
writing.

     

    8.           Termination
of Purchase Obligation

     

    8.1           Without
limiting any of the other provisions of this Agreement, any Underwriter will be
entitled, at its option, to terminate and cancel, without any liability on its
part or on the part of the other Underwriters and the Purchasers, its
obligations under this Agreement, to purchase the Offered Securities or
Additional Offered Securities, as applicable, by giving written notice to the
Company at any time through to the applicable Time of Closing if:

     

    
      	
               
      

            	
              (a)

            	
              material change - there
      shall be any material change in the affairs of the Company, or there
      should be discovered any previously undisclosed material fact required to
      be disclosed in the Preliminary Prospectus, Final Prospectus or amendment
      thereto or there should occur a change in a material fact contained in the
      Offering Documents or amendment thereto, in each case which, in the
      reasonable opinion of the Underwriters (or any of them), has or would be
      expected to have a significant adverse effect on the market price or value
      of the Offered Securities or any other securities of the
      Company;

            


    

    


    
      	
               
      

            	
              (b)

            	
              disaster out - (i) any
      inquiry, action, suit, investigation or other proceeding (whether formal
      or informal) (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 Exchange or any securities regulatory authority or any law
      or regulation is enacted or changed which in the opinion of the
      Underwriters (or any of them), acting reasonably, operates to prevent or
      restrict the issuance or trading of the Offered Securities or any other
      securities of the Company or materially and adversely affects or will
      materially and adversely affect the market price or value of the Offered
      Securities
      or any other securities of the Company; or (ii) if there should develop,
      occur or come into effect or existence any event, action, state (including
      terrorism), condition or major financial occurrence of national or
      international consequence or any law or regulation
      which in the reasonable opinion of the Underwriters 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 Company and its subsidiaries taken
      as a whole; or

            


    

    
      	
               
      

            	
               

            


    

    
    

    


    
      
        
        

      

      
        - 23
-

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (c)

            	
              breach - the Company is
      in breach of any material terms, condition or covenant of this Agreement
      or any material representation or warranty given by the Company in this
      Agreement becomes or is false.

            


    

    


    The
Underwriters shall make reasonable efforts to give notice to the Company (in
writing or by other means) of the occurrence of any of the events referred to in
this section; provided that neither the giving nor the failure to give such
notice shall in any way affect the Underwriters' entitlement to exercise this
right at any time to the Time of Closing.

     

    The
Underwriters' rights of termination contained in this section are in addition to
any other rights or remedies they may have in respect of any default, act or
failure to act or noncompliance by the Company in respect of any of the matters
contemplated by this Agreement.

     

    8.2           If
the obligations of an Underwriter are terminated under this Agreement pursuant
to the termination rights provided for in section 8.1, the Company's liabilities
to such Underwriter shall be limited to the Company's obligations under the
indemnity, contribution and expense provisions of this Agreement.

     

    9.           Indemnity

     

    9.1           The Company hereby
covenants and agrees to indemnify and save each of the Underwriters, their
respective affiliate U.S. broker-dealers and their respective directors,
officers, employees and agents (each being hereinafter referred to as an
“Indemnified
Party”),
harmless from and against any and all expenses, losses (other than loss
of profits), claims, actions, suits, proceedings, damages or liabilities of
whatsoever nature or kind, whether joint or several (including the aggregate
amount paid in reasonable settlement of any actions, suits, proceedings or
claims), and the reasonable fees and expenses of their counsel that may be
incurred in advising with respect to and/or defending any claim that may be made
against any Indemnified Party, to which any Indemnified Party may become subject
or otherwise involved in any capacity under any statute or common law or
otherwise insofar as such expenses, losses, claims, damages, liabilities,
actions, suits or proceedings arise out of or are based, directly or indirectly,
upon the performance of professional services rendered to the Company by the
Underwriters and/or any Indemnified Party hereunder or otherwise in connection
with the matters referred to in this Agreement, including without limitation, in
any way caused by, or arising directly or indirectly from, or in consequence
of:

     

    
      	
               
      

            	
              (a)

            	
              any
      misrepresentation or alleged misrepresentation (except as may be contained
      in any information or statement relating solely to the Underwriters)
      contained herein or in the Offering Documents or the documents
      incorporated in the Offering Documents by reference pursuant to the
      Offering;

            


    

     

    
      	
               

            	
              (b) 

            	any
      information or statement (except any information or statement relating
      solely to the Underwriters) contained in any certificate or document of
      the Company delivered 


    

     

    
      
        
        

      

      
        - 24
-

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              under
      this Agreement or pursuant to this Agreement which at the time and in
      light of the circumstances under which it was made contains or is alleged
      to contain a misrepresentation;

            


    

    


    
      	
               
      

            	
              (c)

            	
              any
      omission or alleged omission to state in any certificate or document of
      the Company delivered under this Agreement or any fact (except facts
      relating solely to the Underwriters), or in the Offering Documents,
      required to be stated in such document or necessary to make any statement
      in such document not misleading in light of the circumstances under which
      it was made; or

            


    

    


    
      	
               
      

            	
              (d)

            	
              the
      non-compliance or alleged non-compliance by the Company with any
      requirements of the Applicable Securities Laws (other than any
      non-compliance or alleged non-compliance caused by, arising directly or
      indirectly from, or in consequence of any action or non-action of the
      Underwriters).

            


    

    


    Notwithstanding
anything to the contrary contained herein, this indemnity shall not apply to the
extent that a court of competent jurisdiction in a final judgment that has
become non-appealable shall determine that:

    


    
      	
               
      

            	
              (i)

            	
              the
      Underwriters or an Indemnified Party has been grossly negligent or has
      committed any fraudulent or illegal act in the course of the performance
      of professional services rendered to the Company by the Underwriters
      and/or the Indemnified Party or otherwise in connection with the matters
      referred to in this Agreement; and

            


    

    


    
      	
               
      

            	
              (ii)

            	
              the
      expenses, losses, claims, damages or liabilities, as to which
      indemnification is claimed, were directly caused by the gross negligence,
      illegality or fraud referred to in
(i).

            


    

    


    The
Company agrees that in case any legal proceeding shall be brought against the
Company and/or any Indemnified Party by any governmental commission or
regulatory authority, or any stock exchange or other entity having regulatory
authority, either domestic or foreign, shall investigate the Company and/or any
Indemnified Party shall be required to testify in connection therewith or shall
be required to respond to procedures designed to discover information regarding,
in connection with, or by reason of the performance of professional services
rendered to the Company by any Indemnified Party under this Agreement, any
Indemnified Party shall have the right to employ its own counsel in connection
therewith, and the reasonable fees and expenses of such counsel as well as the
reasonable costs (including an amount to reimburse the Indemnified Party for
time spent by it in connection therewith) and out-of-pocket expenses incurred by
it in connection therewith shall be paid by the Company as they
occur.

    


    9.2           If
any action or claim shall be asserted against an Indemnified Party in respect of
which indemnity may be sought from the Company pursuant to the provisions of
section 9.1

     

    
      
        
        

      

      
        - 25
-

        
          

        

      

      
        
        

      

    

     

    or if any
potential claim contemplated hereby shall come to the knowledge of an
Indemnified Party, the Indemnified Party shall promptly notify the Company in
writing; but the omission to notify the Company will not relieve the Company
from any liability it may otherwise have to the Indemnified party
pursuant to section 9.1 except to the extent the Company is materially
prejudiced by such failure to notify. The Company shall be entitled but not
obligated to participate in or assume the defence thereof; provided, however,
that the defence shall be through experienced and competent legal
counsel.  Upon the Company notifying the Indemnified Party in writing
of its election to assume the defense and retaining counsel, the Company shall
not be liable to the Indemnified Party for any legal expenses subsequently
incurred by them in connection with such defence.  If such defence is
assumed by the Company, the Company throughout the course thereof will provide
copies of all relevant documentation to the Indemnified Party, will keep the
Indemnified Party advised of the progress thereof and will discuss with the
Indemnified Party all significant actions proposed.  Notwithstanding
the above, the Indemnified Party shall also have the right to employ separate
counsel in any such action and participate in the defence thereof; provided that
the fees and expenses of such counsel shall be borne by the Indemnified Party
unless:

     

    
      	
               
      

            	
              (a)

            	
              the
      employment thereof has been specifically authorized in writing by the
      Company;

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      Indemnified Party has been advised by counsel retained by the Company or
      the Underwriters that representation of the Company and the Indemnified
      Party by the same counsel would be inappropriate for any reason, including
      without limitation because there may be legal defences available to the
      Indemnified Party which are different from or in addition to those
      available to the Company (in which event and to that extent, the Company
      shall not have the right to assume or direct the defence on the
      Indemnified Party’s behalf) or that there is a conflict of interest
      between the Company and the Indemnified Party or the subject matter of the
      action, suit, proceeding, claim or investigation may not fall within the
      indemnity set forth herein (in either of which events the Company shall
      not have the right to assume or direct the defence on the Indemnified
      Party’s behalf); or

            


    

     

    
      	
               
      

            	
              (c)

            	
              the
      Company has failed within a reasonable time after receipt of such written
      notice to assume the defence of such action or
  claim;

            


    

     

    provided
that the Company shall not be required to assume the fees and expenses of more
than one counsel to all of the Indemnified Parties. Neither the Company nor any
Indemnified Party shall effect any settlement of any such action or claim or
make any admission of liability without the written consent of the other party,
such consent to be promptly considered and not to be unreasonably
withheld.

     

    The
indemnity and contribution obligations of the Company shall be in addition to
any liability which the Company may otherwise have, shall extend upon the same
terms and conditions to those Indemnified Parties who are not signatories hereto
and shall be binding upon and enure to the benefit of any successors, assigns,
heirs and personal representatives of the Company and the Indemnified
Parties.  The foregoing provisions shall survive the completion of
professional services rendered under this Agreement or any termination of the
authorization given by this Agreement.

     

    9.3           The
rights of indemnity contained in section 9.1 shall not accrue to the benefit of
any Indemnified Party if: (i) the Underwriters were provided with a copy of any
Supplementary Material which corrects any misrepresentation which is the basis
of a claim by a party against such Indemnified Party and which is required under
the Applicable Securities Laws in the Qualifying

     

    
      
        
        

      

      
        - 26
-

        
          

        

      

      
        
        

      

    

     

    Provinces
to be delivered to such party; and (ii) the person asserting the claim was not
provided with a copy of such amendment or supplement.

     

    9.4           To
the extent that any Indemnified Party is not a party to this Agreement, the
Underwriters shall obtain and hold the right and benefit of the indemnity
provisions of section 9.1 in trust for and on behalf of such Indemnified
Party.

     

    10.           Contribution

     

    10.1           In
the event that the indemnity provided for above is, for any reason, illegal or
unenforceable as being contrary to public policy or for any other reason is
unavailable or insufficient to hold an Indemnified Party harmless, the
Underwriters and the Company shall contribute to the aggregate of all losses,
claims, costs, damages, expenses or liabilities (including any legal or other
expenses reasonably incurred by an Indemnified Party in connection with
investigating or defending any action or claim which is the subject of this
section but excluding loss of profits or consequential damages) of the nature
provided for above in such proportion as is appropriate to reflect not only the
percentage that the portion of the Underwriting Fee payable by the Company to
the Underwriters bears to the gross proceeds realized from the sale of the
Offered Securities but also the relative fault of the Company and  the
Underwriters, as well as any relevant equitable considerations; provided that,
in no event, will the Underwriters be responsible for any amount in excess of
the amount of the Underwriting Fee actually received by them and the Company
shall be responsible for the balance. In the event that the Company may be held
to be entitled to contribution from the Underwriters under the provisions of any
statute or law, the Company shall be limited to contribution in an amount not
exceeding the lesser of: (i) the portion of the full amount of losses, claims,
costs, damages, expenses and liabilities, giving rise to such contribution for
which the Underwriters are responsible, as determined above; and (ii) the amount
of the Underwriting Fee actually received by the Underwriters. Notwithstanding
the foregoing, a party guilty of fraudulent misrepresentation or material
non-compliance with the provisions of this Agreement or non-compliance with
applicable laws shall not be entitled to contribution from the other
party.

     

    Any party entitled to contribution
will, promptly after receiving notice of commencement of any claim, action, suit
or proceeding against such party in respect of which a claim for contribution
may be made against the other party under this section, notify such party from
whom contribution may be sought. In no case shall such party from whom
contribution may be sought be liable under this Agreement unless such notice has
been provided, but the omission to so notify such party shall not relieve the
party from whom contribution may be sought from any other obligation it may have
otherwise than under this section, except to the extent such party is materially
prejudiced by the failure to receive such notice. The right to contribution
provided in this section shall be in addition to, and not in derogation of, any
other right to contribution which the Underwriters or the Company may have by
statute or otherwise by law.

     

    10.2           The
right of the Company to assume the defence of any claim, action, suit or
proceeding shall apply as set forth in section 9.2 hereof, mutatis
mutandis.

     

    10.3           The
Company hereby waives its right to recover contribution from the Underwriters or
any other Indemnified Party with respect to any liability of the Company solely
by reason of or arising out of any misrepresentation contained in any of the
Offering Documents or the Company's

     

    
      
        
        

      

      
        - 27
-

        
          

        

      

      
        
        

      

    

     

    Information
Record, other than a misrepresentation included in reliance upon information
furnished to the Company by or on behalf of the Underwriters specifically for
use therein or relating solely to the Underwriters.

     

    11.           Expenses

     

    11.1           Whether
or not the closing of the Offering occurs, all expenses incurred from time to
time of or incidental to the sale, issue, distribution and qualification for
distribution of the Offered Securities and to all matters in connection with the
transactions herein set forth shall be borne by the Company including the
reasonable fees and disbursements of counsel to the Underwriters.

     

    12.           Liability
of Underwriters

     

    12.1           The
obligations of the Underwriters to purchase the Offered Securities in connection
with the Offering at the Time of Closing shall be several (and not joint or
joint and several) and shall be as to the following percentages of the Offered
Securities to be purchased at that time:

    
    

     

    
      	 	Name of
      Underwriter 	 	Liability
	 	 	 	 
	 	GMP Securities
      L.P.	 	40%
	 	 	 	 
	 	Raymond James
      Ltd.  	 	25%
	 	 	 	 
	 	Cormark Securities
      Inc.   	 	17.5%
	 	 	 	 
	 	Canaccord Capital
      Corporation	 	17.5%


    

     

    12.2           If
any of the Underwriters fails to purchase its applicable percentage of the
aggregate amount of the Offered Securities at the Time of Closing, the other
Underwriters shall have the right, but shall not be obligated, to purchase the
Offered Securities which would otherwise have been purchased by the Underwriter
which fails to purchase. If, with respect to the Offered Securities, the
non-defaulting Underwriters elect not to exercise such rights to assume the
entire obligations of the defaulting Underwriter, then the Company shall have
the right to terminate its obligations hereunder without liability except in
respect of its indemnity, contribution and expense obligations in respect of the
non-defaulting Underwriters. Nothing in this paragraph shall oblige the Company
to sell to the Underwriters less than all of the aggregate amount of the Offered
Securities or shall relieve an Underwriter in default hereunder from liability
to the Company.

     

    13.           Action
by Underwriters

     

    13.1           All
steps which must or may be taken by the Underwriters in connection with the
closing of the Offering, with the exception of the matters relating to
termination of purchase obligations, may be taken by GMP Securities L.P. on
behalf of itself and the other Underwriters and the execution of this Agreement
by the other Underwriters and by the Company shall constitute the Company's
authority and obligation for accepting notification

     

    
      
        
        

      

      
        - 28
-

        
          

        

      

      
        
        

      

    

     

    of any
such steps from, and for delivering the definitive documents constituting the
Offered Securities to or to the order of, GMP Securities L.P.  GMP
Securities L.P. shall fully consult with the other Underwriters with respect to
all notices, waivers, extensions or other communications to or with the
Company.

     

    14.           Survival
of Warranties, Representations, Covenants and Agreements

     

    14.1           All
warranties, representations, covenants and agreements of the Company and the
Underwriters herein contained or contained in documents submitted or required to
be submitted pursuant to this Agreement shall survive the purchase by the
Underwriters of the Offered Securities and shall continue in full force and
effect for the benefit of the Underwriters or the Company, as applicable,
regardless of the closing of the sale of the Offered Securities and regardless
of any investigation which may be carried on by the Underwriters or the Company
or on their behalf until the Survival Limitation Date. For greater certainty,
and without limiting the generality of the foregoing, the provisions contained
in this Agreement in any way related to the indemnification of the Underwriters
by the Company or the contribution obligations of the Underwriters or those of
the Company shall survive and continue in full force and effect,
indefinitely.

     

    15.           General
Contract Provisions

     

    15.1           Any
notice or other communication to be given hereunder shall be in writing and
shall be given by delivery or by telecopier, as follows:

     

    
      
        	
                 if to the
      Company:

              	
                 

              	 
	 	 	 	 
	 	Ur-Energy
    Inc.	 	 
	 	1128 Clapp
      Lane	 	 
	 	P.
      O. Box 279	 	 
	 	Manotick,
      Ontario  K4M 1A3	 
	 	 	 	 
	 	 	 	 
	 	Attention:    	William
    Boberg	 
	 	Telecopier
      Number:  	(720)
    981-5643	 
	 	 	 	 
	
                 with a copy
      to:

              	
                 

              	 


      
                             

    
      
        	 	
                McCarthy
      Tétrault LLP

              	 	 
	 	
                Suite
      1400, The Chambers

              	 	 
	 	40
      Elgin Street	 	 
	 	Ottawa,
      Ontario  K1P 5K6	 
	 	 	 	 
	 	Attention:    	Virginia
      Schweitzer	 
	 	Telecopier
      Number:  	(613)  563-9386	 


      

                      

    

    
      
        
        

      

      
        - 29
-

        
          

        

      

      
        
        

      

    

    


     

    


    
       

      
        
          
            
              	
                      or if to the
      Underwriters:

                    	
                       

                    	 
	 	 	 	 
	 	
                      GMP
      Securities L.P.

                    	 	 
	 	
                      145
      King Street

                    	 	 
	 	Suite
      1100	 	 
	 	Toronto,
      Ontario  M5H 1J8	 
	 	 	 	 
	 	Attention:    	Mark
    Wellings	 
	 	Telecopier
      Number:  	(416)
    943-6160	 
	 	 	 	 
	
                       with a copy
      to:

                    	 	 


            
                      

        

      

    

    
      
        
          	 	
                  Cassels
      Brock & Blackwell
      LLP

                	 	 
	 	
                  2100
      Scotia Plaza

                	 	 
	 	40
      King Street West	 	 
	 	Toronto,
      Ontario  M5H 3C2	 	 
	 	 	 	 
	 	Attention:    	Chad
    Accursi	 
	 	Telecopier
      Number:  	(416)
    642-7131	 

                          

      

    

     

    and if so
given, shall be deemed to have been given and received upon receipt by the
addressee or a responsible officer of the addressee if delivered, or four hours
after being telecopied and receipt confirmed during normal business hours, as
the case may be. Any party may, at any time, give notice in writing to the
others in the manner provided for above of any change of address or telecopier
number.

     

    15.2           This
Agreement and the other documents herein referred to constitute the entire
agreement between the Underwriters and the Company relating to the subject
matter hereof and supersede all prior agreements between the Underwriters and
the Company with respect to their respective rights and obligations in respect
of the Offering, including the revised offer letter between GMP Securities L.P.
and the Company dated April 17, 2007 and reconfirmed on
April 17, 2007 by GMP Securities L.P.

     

    15.3           Time
shall be of the essence for all provisions of this Agreement.

     

    15.4           This
Agreement may be executed by telecopier and in one or more counterparts which,
together, shall constitute an original copy hereof as of the date first noted
above.

     

    [Rest
of Page Intentionally Left Blank]

     

    
      
        
        

      

      
        - 30
-

        
          

        

      

      
        
        

      

    

     

    If this
Agreement accurately reflects the terms of the transaction which we are to enter
into and if such terms are agreed to by the Company, please communicate your
acceptance by executing where indicated below.

     

    Yours
very truly,

     

    
      	GMP
      SECURITIES L.P.
	Per:	 	“Kevin
    Reid”	 	 
	 	 	Authorized
      Signing Officer	 


    

    
       

      
        
          	RAYMOND
      JAMES LTD.
	Per:	 	“John
    Murphy”	 	 
	 	 	      
                  Authorized
      Signing Officer

                	 


        

         

        
          
            	CANACCORD
      CAPITAL CORPORATION
	Per:	 	“Ali
    Pejman”	 	 
	 	 	Authorized
      Signing Officer	 


          

           

          
            	CORMARK
      SECURITIES INC.
	Per:	 	“Darren
      Wallace”	 	 
	 	 	Authorized
      Signing Officer	 


          

        

      

    

     

    The
foregoing accurately reflects the terms of the transaction which we are to enter
into and such terms are agreed to with effect as of the date provided at the top
of the first page of this Agreement.

    UR-ENERGY
INC.

    
      
        	 	Company Name	 
	 	 	 	 
	
                 

              	
                Per:
      

              	“John
      McNeice”	 
	 	 	 	 
	 	 	Authorized
      Signing Officer	 
	 	 	 	 


      



    
      
        
          
          

        

        
          - 31
-

          
            

          

        

        
          
          

        

      

    

     

    SCHEDULE
“A”

     

    OPINION
OF THE COMPANY'S COUNSEL

     

    This
is Schedule “A” to the underwriting agreement dated as of April 23, 2007 between
Ur-Energy Inc. and GMP Securities L.P., Raymond James Ltd., Cormark Securities
Inc. and Canaccord Capital Corporation.

     

    The
opinion of the Company's counsel shall be in respect of the following
matters:

     

    
      	
               
      

            	
              (i)

            	
              the
      Company is a “reporting issuer”, or its equivalent, in the provinces of
      British Columbia, Alberta, Saskatchewan, Manitoba and Ontario and it is
      not listed as in default of any requirement of the Applicable Securities
      Laws in any of such provinces;

            


    

    


    
      	
               
      

            	
              (ii)

            	
              the
      Company is a corporation existing under the Canada Business Corporations
      Act and has all requisite corporate power to carry on its business
      as now conducted and to own, lease and operate its property and assets and
      to execute, deliver and perform its obligations under this
      Agreement;

            


    

    


    
      	
               
      

            	
              (iii)

            	
              the
      Company is authorized to issue, among other things, an unlimited number of
      common shares;

            


    

    


    
      	
               
      

            	
              (iv)

            	
              as
      to the issued and outstanding common shares and preference shares of the
      Company;

            


    

    


    
      	
               
      

            	
              (v)

            	
              the
      Company has all necessary corporate power and capacity: (i) to execute and
      deliver this Agreement and perform its obligations under this Agreement;
      (ii) to issue and sell the Offered Securities; and (iii) to issue the
      Over-Allotment Option; and (iv) to issue the Additional Offered Securities
      upon exercise of the Over- Allotment
Option;

            


    

    


    
      	
               
      

            	
              (vi)

            	
              all
      necessary corporate action has been taken by the Company to authorize the
      execution and delivery of each of the Preliminary Prospectus and the Final Prospectus
      and the filing thereof with the Securities
  Commissions;

            


    

    


    
      	
               
      

            	
              (vii)

            	
              upon
      the payment therefor and the issue thereof, the Offered Securities will
      have been validly issued as fully paid and
  non-assessable;

            


    

    


    
      	
               
      

            	
              (viii)

            	
              the
      Additional Offered Securities issuable upon exercise of the Over-Allotment
      Option have been validly reserved for issuance by the Company, and upon
      payment at the purchase price therefore and the issuance thereof, will be
      validly issued as fully paid and
non-assessable;

            


    

    


    
      	
               
      

            	
              (ix)

            	
              all
      necessary corporate action has been taken by the Company to authorize the
      execution and delivery of this Agreement and the performance of
      its

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              obligations
      hereunder and this Agreement has been executed and delivered by the
      Company and constitute legal, valid and binding obligations of the Company
      enforceable against it in accordance with its 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 set out in this Agreement may be limited by applicable law
      and that enforceability is subject to the provisions of the Limitations Act, 2002
      (Ontario);

            


    

    


    
      	
               
      

            	
              (x)

            	
              the
      rights, privileges, restrictions and conditions attaching to the Offered
      Securities are accurately summarized in all material respects in the Final
      Prospectus;

            


    

    


    
      	
               
      

            	
              (xi)

            	
              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 Qualifying Provinces have been obtained by
      the Company to qualify the distribution or distribution to the public of
      the Offered Securities, the Over-Allotment Option and the Additional
      Offered Securities in each of the Qualifying Provinces through persons who
      are registered under applicable legislation and who have complied with the
      relevant provisions of such applicable
  legislation;

            


    

    


    
      	
               
      

            	
              (xii)

            	
              subject
      only to the standard listing conditions, the Offered Securities and the
      Additional Offered Securities have been conditionally listed on the
      Exchange;

            


    

    


    
      	
               
      

            	
              (xiii)

            	
              the
      form and terms of the definitive certificate representing the common
      shares at the Company have been approved by the directors of the Company
      and comply in all material respects with the Canada Business Corporations Act and
      the rules and by-laws of the
Exchange;

            


    

    


    
      	
               
      

            	
              (xiv)

            	
              the
      execution and delivery of this Agreement, the fulfilment of the terms
      hereof by the Company and the issuance, sale and delivery of the Offered
      Securities to be issued and sold by the Company at the Time of Closing and
      the issuance of the Over-Allotment Option, and the issuance of the
      Additional Offered Securities upon exercise of the Over-Allotment Option,
      do not and will not result in a breach of or default under, and 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 or default under, and do not and will not
      conflict with any of the terms,

            


    

     

    
      
        
        

      

      
        - 2
-

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              conditions
      or provisions of the articles or by-laws of the Company or any applicable
      corporate law or Applicable Securities
Laws;

            


    

     

    
      
        	
                 
      

              	
                (xv)

              	
                Equity
      Transfer & Trust Company has been appointed the transfer agent and
      registrar for the common
shares;

              


      

    

     

    
      
        	
                 
      

              	
                (xvi)

              	
                
                  the
      Offered Securities and the Additional Offered Securities will, on the
      Closing Date and the Option Closing Date, be qualified investments under
      the Income Tax
      Act (Canada) for trusts governed by registered retirement savings
      plans, registered retirement income funds, deferred profit sharing plans
      and registered education savings plans.  The Offered Securities
      will not constitute “foreign property” to deferred income plans and
      certain other persons who are generally exempt from tax;
      and

                

              


      

    

    
      


      
        	
                 
      

              	
                (xvii)

              	
                the
      statements set forth in the Final Prospectus under the caption
      “Eligibility for Investment”, insofar as they purport to describe the
      provisions of the laws referred to therein, are fair summaries of the
      matters discussed therein.

              


      

    

     

    
      
        
        

      

      
        - 3
-

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
“B”

     

    MATERIAL
SUBSIDIARIES

     

    This
is Schedule “B” to the underwriting agreement dated as of April 23, 2007 between
Ur-Energy Inc. and GMP Securities L.P., Raymond James Ltd., Cormark Securities
Inc. and Canaccord Capital Corporation.

     

    
      	
              Name

            	
              Jurisdiction

            	
              %
      Ownership

            
	
              ISL
      Resources Corporation

            	
              Ontario

            	
              100

            
	
              Ur-Energy
      USA Inc.

            	
              Colorado

            	
              100

            
	
              NFU
      Wyoming, LLC

            	
              Wyoming

            	
              100

            
	 
      	 
      	 
      


    

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

    SCHEDULE
“C”

     

    U.S.
SECURITIES LAW PROVISIONS

     

    This
is Schedule “C” to the underwriting agreement dated as of April 23, 2007 between
Ur-Energy Inc. and GMP Securities L.P., Raymond James Ltd., Cormark Securities
Inc. and Canaccord Capital Corporation.

     

    As used in this Schedule “C”,
capitalized terms used herein and not defined herein shall have the meanings
ascribed thereto in the underwriting agreement to which this Schedule “C” is
annexed and the following terms shall have the meanings indicated:

     

    
      	
               
      

            	
              (a)

            	
              “affiliate”
      means affiliate as that term is defined in Rule
  405;

            


    

     

    
      	
               
      

            	
              (b)

            	
              “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 Securities 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
  Securities;

            


    

     

    
      	
               
      

            	
              (c)

            	
              “Final
      U.S. Placement Memorandum” means the final U.S. placement memorandum, in
      form satisfactory to the Company and the Underwriters, including the Final
      Prospectus;

            


    

     

    
      	
               
      

            	
              (d)

            	
              “Foreign
      Issuer” shall have the meaning ascribed thereto in Regulation S. Without
      limiting the foregoing, but for greater clarity, it means any issuer which
      is (a) the government of any country other than the United States or of
      any political subdivision thereof or a national of any country other than
      the United States; or (b) a corporation or other organization incorporated
      under the laws of any country other than the United States, except an
      issuer meeting the following conditions: (1) more than 50 percent of the
      outstanding voting securities of such issuer are held of record either
      directly or indirectly by residents of the Unites States; and (2) any of
      the following: (i) the majority of the executive officers or directors of
      the issuer are United States citizens or residents, (ii) more than 50
      percent of the assets of the issuer are located in the United States, or
      (iii) the business of the issuer is administered principally in the United
      States;

            


    

     

    
      	
               
      

            	
              (e)

            	
              “General
      Solicitation or General Advertising” means “general solicitation or
      general advertising”, as used in Rule 502(c) under the U.S. Securities
      Act, including advertisements, articles, notices or other communications
      published in any newspaper, magazine or similar media or broadcast over
      radio or television, or any seminar or meeting whose attendees had been
      invited by general solicitation or general
  advertising;

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (f)

            	
              “Institutional
      Accredited Investor” means an accredited investor, as defined in Rule
      501(a) of Regulation D, that satisfies the criteria specified in Rule
      501(a)(1),(2),(3) or (7) of Regulation
D;

            


    

     

    
      	
               
      

            	
              (g)

            	
              “Preliminary
      U.S. Placement Memorandum” means the preliminary U.S. placement
      memorandum, in form satisfactory to the Company and the Underwriters,
      including the Preliminary
Prospectus;

            


    

     

    
      	
               
      

            	
              (h)

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

            


    

     

    
      	
               
      

            	
              (i)

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

            


    

     

    
      	
               
      

            	
              (j)

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

            


    

     

    
      	
               
      

            	
              (k)

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

            


    

     

    
      	
               
      

            	
              (l)

            	
              “U.S.
      Exchange Act” means the United States Securities Exchange Act of 1934, as
      amended;

            


    

     

    
      	
               
      

            	
              (m)

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

            


    

     

    
      	
               
      

            	
              (n)

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

            


    

     

    Representations, Warranties
and Covenants of the Underwriters

     

    Each Underwriter acknowledges that the
Offered Securities have not been and will not be registered under the U.S.
Securities Act and may be offered and sold only in transactions exempt from or
not subject to the registration requirements of the U.S. Securities Act and U.S.
state securities laws.  Accordingly, each Underwriter represents,
warrants and covenants to the Company that:

     

    
      	
               
      

            	
              1.

            	
              It
      has not offered and sold, and will not offer and sell, any Offered
      Securities forming part of its allotment described in section 12.1 of the
      underwriting agreement except (a) in an offshore transaction to a person
      that is not in the United States in accordance with Rule 903 of Regulation
      S or (b) in the United States as provided in paragraphs 2 through 10
      below. Accordingly, except as provided in paragraphs 2 through 10 below,
      neither the Underwriter nor any of its affiliates nor any persons acting
      on its or their behalf, (i) has made or will make any offer to sell, or
      any solicitation of any offer to buy, any Offered Securities to a person
      in the United States, (ii) has made or will make any sale of Offered
      Securities unless, at the time the buy order was or will have been
      originated, either the purchaser is outside the United States or the
      Underwriter, its affiliates and any person acting on their behalf
      reasonably believe that the purchaser is outside the United States, or
      (iii) has engaged or will

            


    

     

    
      
        
        

      

      
        - 2
-

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              engage
      in any Directed Selling Efforts in the United States with respect to the
      Offered Securities.

            


    

     

    
      	
               
      

            	
              2.

            	
              It
      has not entered and will not enter into any contractual arrangement with
      respect to the distribution of the Offered Securities, except with its
      affiliates, any selling group members or with the prior written consent of
      the Company. It shall require each of its U.S. broker-dealer affiliate and
      each selling group member to agree, for the benefit of the Company, to
      comply with, and shall use its best efforts to ensure that each of its
      U.S. broker-dealer affiliate and each selling group member complies with,
      the provisions of this Schedule “C” applicable to such Underwriter as if
      such provisions applied to such U.S. broker-dealer affiliate or selling
      group member.

            


    

     

    
      	
               
      

            	
              3.

            	
              All
      offers and sales of Offered Securities in the United States shall be made
      through the Underwriter’s U.S. broker-dealer affiliate in compliance with
      all applicable U.S. federal and state broker-dealer
      requirements.  Such U.S. broker-dealer affiliate is duly
      registered as a broker-dealer pursuant to Section 15(b) of the U.S.
      Exchange Act, is duly registered as a broker-dealer under the laws of each
      U.S. state in which it has offered or sold or will offer or sell the
      Offered Securities (except where an exemption from state broker-dealer
      registration requirements is available), and is a member in good standing
      with the National Association of Securities Dealers,
  Inc.

            


    

     

    
      	
               
      

            	
              4.

            	
              In
      connection with offers and sales of Offered Securities in the United
      States (i) no General Solicitation or General Advertising has been or
      shall be used, and (ii) such offers and sales have not been and shall not
      be made in any manner involving a public offering within the meaning of
      Section 4(2) of the U.S. Securities
Act.

            


    

     

    
      	
               
      

            	
              5.

            	
              Any
      offer, sale or solicitation of an offer to buy Offered Securities that has
      been made or will be made in the United States was or will be made only to
      Institutional Accredited Investors that are offered the Offered Securities
      for sale directly by the Company to such Institutional Accredited
      Investors in transactions that are exempt from registration pursuant to
      Rule 506 of Regulation D and applicable U.S. state securities
      laws.

            


    

     

    
      	
               
      

            	
              6.

            	
              The
      Underwriter, acting through its U.S. broker-dealer affiliate, may offer
      the Offered Securities in the United States only to offerees with respect
      to which such Underwriter has a pre-existing relationship and has
      reasonable grounds to believe are Institutional Accredited
      Investors.

            


    

     

    
      	
               
      

            	
              7.

            	
              Prior
      to any sale of Offered Securities in the United States, it shall cause
      each U.S. purchaser thereof to execute a subscription agreement in the
      form attached to the Final U.S. Placement
  Memorandum.

            


    

     

    
      	
               
      

            	
              8.

            	
              Each
      offeree of Offered Securities in the United States shall be provided with
      a copy of either the Preliminary U.S. Placement Memorandum, including the
      Preliminary Prospectus, or the Final U.S. Placement Memorandum, including
      the Final Prospectus.  Each purchaser of Offered Securities in
      the United States shall be provided, prior to the time of purchase of any
      Offered Securities, with a copy of
the

            


    

     

    
      
        
        

      

      
        - 3
-

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              Final
      U.S. Placement Memorandum, including the Final Prospectus.  No
      other written material shall be used in connection with the offer and sale
      of the Offered Securities.

            


    

     

    
      	
               
      

            	
              9.

            	
              At
      least one business day prior to the Closing Date and, if the
      Over-Allotment Option is exercised, at least one business day prior to the
      Option Closing Date, the transfer agent will be provided with a list of
      all purchasers of the Offered Securities in the United
    States.

            


    

     

    
      	
               
      

            	
              10.

            	
              At
      the closing of the Offering and at the closing of any exercise of the
      Over-Allotment Option, each U.S. broker-dealer who offered or sold any
      Offered Securities together with its Canadian affiliated Underwriter will
      provide a certificate, substantially in the form of Appendix I, relating
      to the manner of the offer and sale of the Offered Securities in the
      United States.  If the Underwriter does not deliver such
      certificate, it will be deemed to represent and warrant to the Company, as
      at such closing, that none of it, any of its affiliates or any person
      acting on any of their behalf has offered or sold any of the Offered
      Securities in the United States.

            


    

     

    
      	
               
      

            	
              11.

            	
              None
      of the Underwriter, any of its affiliates or any person acting on any of
      their behalf has taken or will take any action in violation of Regulation
      M under the U.S. Exchange Act in connection with the offer and sale of the
      Offered Securities.

            


    

     

    Representations, Warranties
and Covenants of the Company

     

    The Company represents, warrants,
covenants and agrees that:

     

    
      	
               
      

            	
              1.

            	
              The
      Company is, and at each closing will be, a Foreign Issuer with no
      Substantial U.S. Market Interest in the common shares of the
      Company.

            


    

     

    
      	
               
      

            	
              2.

            	
              The
      Company is not, and as a result of the sale of the Offered Securities
      contemplated hereby will not be, registered or required to be registered
      under the United States Investment Company Act of 1940, as
      amended.

            


    

     

    
      	
               
      

            	
              3.

            	
              Except
      with respect to offers and sales to Institutional Accredited Investors in
      reliance upon Rule 506 of Regulation D in the manner described in this
      Schedule “C”, neither the Company nor any of its affiliates, and assuming
      the representations, warranties and covenants of the Underwriters are true
      and accurate, nor any person acting on its or their behalf, has made or
      will make, in connection with offers and sales of the Offered Securities
      pursuant to this Agreement: (A) any offer to sell, or any solicitation of
      an offer to buy, any Offered Securities to a person in the United States;
      or (B) any sale of Offered Securities unless, at the time the buy order
      was or will have been originated, either (i) the purchaser is outside the
      United States or (ii) the Company, its affiliates, and any person acting
      on their behalf reasonably believe that the purchaser is outside the
      United States.

            


    

     

    
      	
               
      

            	
              4.

            	
              None
      of the Company or any of its affiliates or, assuming the representations,
      warranties and covenants of the Underwriters are true and accurate, any
      person acting on its or their behalf, has made or will make any Directed
      Selling Efforts in the United States with respect to the Offered
      Securities, or has taken or will take any action that would cause the
      exemption afforded by Rule 506 of Regulation D or Rule 903 of Regulation
      S, as applicable, to be unavailable for offers and sales of the Offered
      Securities pursuant to this
Agreement.

            


    

     

    
      
        
        

      

      
        - 4
-

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              5.

            	
              None
      of the Company, any of its affiliates or, assuming the representations,
      warranties and covenants of the Underwriters are true and accurate, any
      person acting on its or their behalf has
      engaged or will engage in any form of General Solicitation or General
      Advertising or any manner involving a public offering within the meaning
      of Section 4(2) of the U.S. Securities Act, with respect to offers or
      sales of the Offered Securities in the United
    States.

            


    

     

    
      	
               
      

            	
              6.

            	
              The
      Company has not offered or sold, and will not offer or sell, any of its
      securities in a manner that would be integrated with offers and sales of
      Offered Securities in the United States pursuant to this Schedule “C” and
      that would cause such sales of Offered Securities to be ineligible for the
      exemption from registration provided by Rule 506 of Regulation
      D.

            


    

     

    
      	
               
      

            	
              7.

            	
              None
      of the Company, any of its affiliates or, assuming the representations,
      warranties and covenants of the Underwriters are true and accurate, any
      person acting on any of their behalf has taken or will take any action in
      violation of Regulation M under the U.S. Exchange Act in connection with
      the offer and sale of the Offered
Securities.

            


    

     

    
      	
               
      

            	
              8.

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

            


    

     

    
      	
               
      

            	
              9.

            	
              The
      Company may qualify as a "passive foreign investment company" ("PFIC") as
      defined in section 1297 of the Internal Revenue Code of 1986, as amended,
      (the "Code"). For each taxable year, if any, that the Company qualifies as
      a PFIC, in the case of a Purchaser that is a "United States person" (as
      defined in section 7701(a)(30) of the Code) and that has made an effective
      "qualified electing fund" election (as defined in section 1295 of the
      Code) with respect to the Company (a "QEF Election"), the Company upon
      receiving the written request of such Purchaser will provide to such
      Purchaser (a) a "PFIC Annual Information Statement" as described in
      Treasury Regulation section 1.1295-1(g) (or any successor Treasury
      Regulation), including all representations and statements required by such
      PFIC Annual Information Statement, and (b) all additional information that
      such Purchaser is required to obtain in connection with maintaining such
      QEF Election. With regard to the PFIC Annual Information Statement, as
      permitted by Treasury Regulation section 1.1293-1(a)(2) the Company will
      calculate and report the amount of each category of long-term capital gain
      described in section 1(h) of the Code that was recognized by the
      Company.

            


    

     

    


    
      
        
        

      

      
        - 5
-

        
          

        

      

      
        
        

      

    

     

    APPENDIX
I

     

    TO
SCHEDULE “C”

     

    UNDERWRITERS'
CERTIFICATE

     

    In
connection with the private placement in the United States of the common shares
(the “Offered Securities”) of Ur-Energy Inc. (the “Company”) pursuant to the
Underwriting Agreement dated April 23, 2007 among the Company and the
Underwriters named therein (the “Underwriting Agreement”), the undersigned
Underwriter and _______________, its U.S. broker-dealer affiliate (the “U.S.
Placement Agent”) do hereby certify as follows:

     

    
      	
               
      

            	
              (i)

            	
              we
      have offered and sold the Offered Securities in the United States
      exclusively through the U.S. Placement Agent, which is duly registered as
      a broker-dealer pursuant to Section 15(b) of the U.S. Exchange Act, is
      duly registered as a broker-dealer under the laws of each U.S. state in
      which it has offered or sold the Offered Securities (except where an
      exemption from state broker-dealer registration requirements is available)
      and is a member of and is in good standing with the National Association
      of Securities Dealers, Inc. on the date
hereof;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              all
      offers and sales of the Offered Securities by us in the United States have
      been effected in accordance with all applicable U.S. federal and state
      broker-dealer requirements;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              each
      offeree in the United States that we offered the Offered Securities was
      provided with a copy of either the Preliminary U.S. Placement Memorandum,
      including the Preliminary Prospectus, or the Final U.S. Placement
      Memorandum, including the Final Prospectus, each purchaser in the United
      States that we have arranged to purchase Offered Securities from the
      Company was provided with a copy of the Final U.S. Placement Memorandum,
      including the Final Prospectus, and we have not used any other written
      material in connection with the offer and sale of the Offered
      Securities;

            


    

     

    
      	
               
      

            	
              (iv)

            	
              immediately
      prior to making any offer or solicitation to an offeree in the United
      States, we had reasonable grounds to believe and did believe that each
      offeree was an Institutional Accredited Investor and, on the date hereof,
      we continue to believe that each purchaser that we have arranged to
      purchase Offered Securities in the United States is an Institutional
      Accredited Investor;

            


    

     

    
      	
               
      

            	
              (v)

            	
              no
      General Solicitation or General Advertising was used by us in connection
      with the offer or sale of the Offered Securities in the United
      States;

            


    

     

    
      	
               
      

            	
              (vi)

            	
              prior
      to any sale of Offered Securities in the United States, we caused each
      U.S. purchaser to execute a subscription agreement in the form attached to
      the Final U.S. Placement Memorandum;
and

            


    

     

    
      	
               
      

            	
              (vii)

            	
              the
      offering of the Offered Securities has been conducted by us in accordance
      with the terms of the Underwriting
Agreement.

            


    

     

    
      	
               
      

            	
              Terms
      used in this certificate have the meanings given to them in the
      Underwriting Agreement unless otherwise defined
  herein.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Dated
this __ day of __________, 2007.

     

    
    

     

    
      	[CANADIAN
      UNDERWRITER]	 	[U.S. AFFILIATE OF CANADIAN
      UNDERWRITER]	 
	 	 	 	 
	By:
      _____________________________     	 	By:
      _____________________________	 
	Name:
      _____________________________  	 	Name:
      _____________________________	 
	Title:
      ______________________________  	 	Title:
      _____________________________	 


    

     

    
       

    

    
      
        
        

      

      
        - 2 -


        
          

        

      

      
        
        

      

    

     

    SCHEDULE
“D”

     

    OUTSTANDING
CONVERTIBLE SECURITIES

     

    This
Schedule “D” to the underwriting agreement dated as of April 23, 2007 between
Ur-Energy Inc. and GMP Securities L.P., Raymond James Ltd., Cormark Securities
Inc. and Canaccord Capital Corporation.

     

    Convertible
Securities of Ur-Energy Inc.

     

    As
at April 20, 2007

     

    
      	 
      	
              No.
      of Shares

            
	
              Compensation
      options

            	 
      
	
              Expiring
      November 29, 2007 @ $1.25

            	
              55,568

            
	
              Stock
      options

            	 
      
	
              Expiring
      November 17, 2010 @ $1.25

            	
              2,956,800

            
	
              Expiring
      March 25, 2011 @ $2.01

            	
              75,000

            
	
              Expiring
      April 21, 2011 @ $2.35

            	
              1,525,000

            
	
              Expiring
      September 27, 2011 @ $2.75

            	
              435,000

            
	
              Expiring
      January 1, 2012 @ $4.08

            	
              200,000

            
	
              Expiring
      February 15, 2012 @ $5.03

            	
              600,000

            
	
              Total
      stock options

            	
              5,791,800

            
	
              Total
      Convertible Securities

            	
              5,847,368