**Exhibit4.1**

 

**SUBSCRIPTION AGREEMENT**

 

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

 

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

 

NOW, THEREFORE, IN CONSIDERATION of the mutualcovenants contained in this Agreement, and for other good and valuableconsideration, the receipt and adequacy of which are hereby acknowledged, theCompany and the Subscriber agree as follows:

 

# ARTICLE I.DEFINITIONS

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

 

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

 

“AMEX” means the American Stock Exchange.

 

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

 

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

 

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

 

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

 

“Commission” means the United States Securitiesand Exchange Commission.

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

“Securities Act” means the Securities Act of1933, as amended, and the rules and regulations promulgated thereunder.

 

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

 

“Stock Exchanges” shall mean the AMEX and theTSX.

 

“Subsidiary” means any subsidiary of theCompany.

 

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

 

“Trading Market” means any of the followingmarkets or exchanges on which the Common Stock is listed or quoted for tradingon date of determination: the Nasdaq Stock Market, the TSX, the AMEX, the NewYork Stock Exchange, the Nasdaq National Market or the OTC Bulletin Board.

 

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

 

“TSX” means the Toronto Stock Exchange.

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# ARTICLE II.TERMS OF THE OFFERING, CLOSING

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

 

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

 

2.3           Closing Conditionsfor the Benefit of the Company. The Subscriber acknowledges that the offer,sale and issuance of the Shares as contemplated by this Agreement is subjectto, among other things, the following conditions being fulfilled or performedon or before the Closing Date, which conditions are for the exclusive benefitof the Company and may be waived, in whole or in part, by the Company in itssole discretion:

 

### (a)           Theaccuracy of the representations and warranties of the Subscriber contained inthis Agreement as of the date of this Agreement, and as of the Closing Date asif made at and as of the Closing Date;

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### (b)           Allcovenants, agreements and conditions contained in this Agreement to beperformed by the Subscriber on or prior to the Closing Date shall have beenperformed or complied with in all material respects;

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### (c)           TheSubscriber delivering to the Company:

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#### (i)            Fullycompleted and duly executed copies of:

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##### (A)      this Agreement;

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##### (B)        theRegistration Rights Agreement; and

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##### (C)        the Right ofFirst Refusal Agreement; and

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#### (ii)           ThePurchase Price, by wire transfer of immediately available funds in accordancewith the Company’s wiring instructions, attached hereto as Schedule “A”;

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### (d)           Theoffer, sale and issuance of the Shares being exempt from the prospectus andregistration requirements of Applicable Securities Laws. As used in thisAgreement, “Applicable Securities Laws” means any and all securitieslaws including, statutes, rules, regulations, by-laws, policies, guidelines,orders, decisions, rulings and awards, applicable in the jurisdictions in whichthe Shares will be offered, sold and issued, including but not limited to theSecurities Act;

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### (e)           TheSubscriber executing and delivering to the Company a completed accredited investorcertificate, in the form attached hereto as Appendix “A”;

 

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### (f)            TheCompany obtaining all orders, permits, approvals, waivers, consents, licensesor similar authorizations of Regulators necessary to complete the offer, saleand issuance of the Shares. As used in this Agreement, “Regulator” meansany U.S. or Canadian (i)  governmental orpublic entity, department, court, commission, board, bureau, agency orinstrumentality, (ii) quasi-governmental, self regulatory or private bodyexercising any regulatory authority, and (iii) stock exchange; and

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### (g)           Alldocumentation relating to the offer, sale and issuance of the Shares being inform and substance satisfactory to the Company.

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2.4           Closing Conditionsfor the Benefit of the Subscriber. The Company acknowledges that the offer,sale and issuance of the Shares as contemplated by this Agreement is subjectto, among other things, the following conditions being fulfilled or performedon or before the Closing Date, which conditions are for the exclusive benefitof the Subscriber and may be waived, in whole or in part, by the Subscriber inits sole discretion:

 

### (a)           Theaccuracy of the representations and warranties of the Company contained in thisAgreement as of the date of this Agreement, and as of the Closing Date as ifmade at and as of the Closing Date;

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### (b)           Allcovenants, agreements and conditions contained in this Agreement to beperformed by the Company on or prior to the Closing Date shall have beenperformed or complied with in all material respects;

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### (c)           TheCompany shall have delivered to the Subscriber or the Subscriber’s counsel thefollowing items:

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#### (i)            Thecertificate representing the Shares purchased by the Subscriber registered inthe name of the Subscriber and at the address set forth as the “Subscriber’sAddress” on the signature page hereto;

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#### (ii)           Acopy of each of the Transaction Documents, duly executed by the Company;

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#### (iii)          A copy of a certificate executed by the chiefexecutive officer or the chief financial officer of the Company in form andsubstance reasonably satisfactory to the Subscriber, confirming such matters asmay be reasonably requested by the Subscriber or its counsel, including but notlimited to, certified copies of constating documents, board resolutions andother corporate matters relating to the issuance of the Shares and the goodstanding of the Company and its Subsidiaries;

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#### (iv)          Opinionsof counsel to the Company in such form and substance as is satisfactory to theSubscriber, relating to, among other things, the issuance and sale of theShares under the Securities Act and applicable Canadian securities laws and thegood standing of the Company and its Subsidiaries;

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

 

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#### (vi)          Acertificate of good standing or the equivalent with respect to the Company andeach of its Subsidiaries;

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#### (vii)         A certificate from Computershare InvestorServices Inc. as to the number of shares of Common Stock issued and outstandingas at a date which is not more than one (1) business day prior to the ClosingDate; and

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#### (viii)        Such other documents relating to thetransactions contemplated by this Agreement as the Subscriber or its counselmay reasonably request.

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# ARTICLE III.REPRESENTATIONS, WARRANTIES AND ACKNOWLEDGEMENTS

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

 

### (a)           Organizationand Qualifications.

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

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#### (ii)           EachSubsidiary has been duly incorporated and is an existing corporation in goodstanding under the laws of the jurisdiction of its incorporation, with powerand authority (corporate and other) to own its properties and conduct itsbusiness, as currently conducted. Each Subsidiary is duly qualified to dobusiness as a foreign corporation in good standing in all other jurisdictionsin which its ownership or lease of property or the conduct of its businessrequires such qualification; all of the issued and outstanding capital stock ofeach Subsidiary has been duly authorized and validly issued and is fully paidand non-assessable; and the capital stock of each Subsidiary owned by theCompany, directly or through Subsidiaries, is owned free from liens,encumbrances and defects.

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### (b)           Shares.The Shares have been duly authorized and when delivered and paid for inaccordance with this Agreement, such Shares will have been validly issued,fully paid and non-assessable. The shareholders of the Company have nopre-emptive rights with respect to the Shares.

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

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### (d)           RegistrationRights. There are no contracts, agreements or understandings between theCompany and any person other than the Subscriber granting such person the rightto require the Company to file a registration statement under the SecuritiesAct with respect to any securities of the Company owned or to be owned by suchperson or to require the Company to include such securities in any registrationstatement filed in accordance with the terms of the Registration RightsAgreement.

 

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### (e)           Listing.The outstanding shares of Common Stock are, and at the Closing, the Shares willbe, duly listed on the Stock Exchanges and no order, ruling or determinationhaving the effect of ceasing or suspending trading in the Common Stock iscurrently outstanding and no proceeding for such purposes has been institutedor, to the best of the Company’s knowledge, are pending, contemplated orthreatened by any Stock Exchange.

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

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### (g)           NoConflicts. The execution, delivery and performance of the TransactionDocuments, the issuance and saleof the Shares and the application of the net proceeds therefrom as described inSection 5.2, will not result in a breach or violation of any of the termsand provisions of, or constitute a default under, any statute, any rule,regulation, judgment, decree or order of any governmental agency or body or anycourt having jurisdiction over the Company or any Subsidiary or any of theirrespective properties, or any agreement, mortgage, deed of trust, indenture,note, bond, license or instrument to which the Company or any such Subsidiaryis a party or by which the Company or any such Subsidiary is bound or to whichany of the properties of the Company or any such Subsidiary is subject, or thecharter or by-laws of the Company or any such Subsidiary, and the Company hasfull power and authority to authorize, issue and sell the Shares ascontemplated by this Agreement.

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

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### (i)            Titleto Property. Except as set forth in Appendix B and on Schedule 3.1(i), theCompany and its Subsidiaries have good and defensible record title to all ofthe patented mining claims and millsites owned by them, in each case free fromliens, encumbrances and defects that would materially affect the value thereofor materially interfere with the use made or to be made thereof by them. Withrespect to each of the unpatented mining claims, millsites and tunnel sites(collectively, the “Claims”) owned by the Company or any of itsSubsidiaries and material to the development of the Montanore Project: (i)subject to the paramount title of the United States of America and the rightsof third parties to use of the surface, the Company or its Subsidiaries holdthe possessory interest therein; (ii) they were properly laid out and monumentedon available public domain land open to appropriation by mineral location;(iii) location notices and certificates were timely and properly recorded andfiled with appropriate governmental agencies, and all payments required inconnection therewith were timely and properly made; (iv) assessment work of anature sufficient to hold the unpatented mining claims has been timely andproperly performed, and all claim maintenance and related fees have been timelypaid as required by law in order to maintain the Claims; and (v) all affidavitsof assessment work, notices of intent to hold, evidence of payment of claimmaintenance fees, and other filings required to maintain the Claims in goodstanding have been properly and timely recorded or filed with appropriategovernmental agencies. Notwithstandingthe foregoing, the Company makes no representation or warranty as to (i)whether any of the unpatented mining claims contains a discovery of valuableminerals, (ii) the absence of any conflicting patented or unpatented miningclaims, (iii) whether its current uses of or activities on the unpatentedmining claims and the millsites are sufficient to maintain those claims andmillsites. The 

 

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### Company and its Subsidiarieshold any leased real or personal property under valid and enforceable leaseswith no exceptions that would materially interfere with the use made or to bemade thereof by them.

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

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### (k)           EmployeeRelations. No labor dispute with the employees of the Company or anySubsidiary exists or, to the knowledge of the Company, is imminent that wouldbe reasonably likely to have a Material Adverse Effect.

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### (l)            IntellectualProperty. The Company and its Subsidiaries own, possess or can acquire onreasonable terms, adequate trademarks, trade names and other rights toinventions, know-how, patents, copyrights, confidential information and otherintellectual property (collectively, “Intellectual Property Rights”) needed in the conduct of itsbusiness as it is currently being operated, and have not received any notice ofinfringement of or conflict with asserted rights of others with respect to anyIntellectual Property Rights that, if determined adversely to the Company orany of its Subsidiaries, would individually or in the aggregate have a MaterialAdverse Effect.

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

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### (n)           Compliancewith Laws. Except as set forth in Schedule 3.1(j), each of the Company andits Subsidiaries (i) has conducted and is conducting its business incompliance in all material respects with all applicable laws and regulations ofeach jurisdiction in which each of them carries on business (including, withoutlimitation, all applicable exploration permits and concessions), and (ii) hasnot received a notice of non-compliance, nor knows of any facts that could giverise to a notice of non-compliance with any such laws, regulations or permits,except, in each case, for any such non-compliance that would not, individuallyor in the aggregate, have a Material Adverse Effect.

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### (o)           PublicReports. The Company is subject to the reporting requirements of eitherSection 13 or Section 15(d) of the Exchange Act, as well as the reportingrequirements of the Canadian securities regulatory authorities, and filesreports with the Commission on EDGAR and with the Canadian 

 

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### securities regulatory authorities on SEDAR. TheCompany has filed all reports, schedules, forms, statements and other documentsrequired to be filed by it under Applicable Securities Laws, including theSecurities Act and the Exchange Act, including pursuant to Section 13(a) or15(d) thereof, for the two years preceding the date hereof (the foregoingmaterials, including the exhibits thereto and documents incorporated by referencetherein, being collectively referred to herein as the “Public Reports”)on a timely basis or has received a valid extension of such time for filing andhas filed any such Public Reports prior to the expiration of any such extension.As of their respective dates, the Public Reports complied in all materialrespects with the requirements of the Applicable Securities Laws, including theSecurities Act and the Exchange Act and the rules and regulations of theCommission promulgated thereunder, and the Public Reports, when filed, weretrue and correct in all material respects, and no fact or facts have occurredsince the date of the latest Public Report that would make such disclosuremisleading in any material respect or omit any material fact necessary to makesuch disclosure true and correct in all material respects.

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### (p)           Litigation.There are no pending actions, suits or proceedings against or affecting theCompany, any of its Subsidiaries or any of their respective properties that ifdetermined adversely to the Company or any of its Subsidiaries wouldindividually or in the aggregate have a Material Adverse Effect, or wouldmaterially and adversely affect the ability of the Company to perform itsobligations under this Agreement, or which are otherwise material in thecontext of the sale of the Shares; and no such actions, suits or proceedingsare threatened or, to the Company’s knowledge, contemplated.

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### (q)           FinancialStatements. The financial statements included in the Public Reports presentfairly the financial position of the Company and its consolidated Subsidiariesas of the dates shown and their results of operations and cash flows for theperiods shown, and such financial statements have been prepared in conformitywith the generally accepted accounting principles in the United States appliedon a consistent basis, and are not required to have been reconciled togenerally accepted accounting principles in Canada under Applicable SecuritiesLaw. All disclosures contained or incorporated by reference in the PublicReports, if any, of “non-GAAP financial measures” (as such term is defined bythe rules and regulations of the Commission) comply with Regulation C of theExchange Act and Item 10 of Regulation S K under the Exchange Act, to theextent applicable.

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### (r)            Internaland Disclosure Controls.

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#### (i)            TheCompany and its Subsidiaries maintain a system of internal accounting controlssufficient to provide reasonable assurance that: (i) transactions are executedin accordance with management’s general or specific authorization; (ii)transactions are recorded as necessary to permit preparation of financialstatements in conformity with generally accepted accounting principles in theUnited States and to maintain accountability for assets; (iii) access to assetsis permitted only in accordance with management’s general or specificauthorization; and (iv) the recorded accountability for assets is compared withexisting assets at reasonable intervals and appropriate action is taken withrespect to any differences.

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#### (ii)           TheCompany has established and maintains and evaluates “disclosure controls andprocedures” (as such term is defined in Rule 13a-15 and 15d-15 under theExchange Act) and “internal control over financial reporting” (as such term isdefined in Rule 13a-15 and 15d-15 under the Exchange Act); such disclosurecontrols and procedures are designed to ensure that material informationrelating to the Company, including its consolidated Subsidiaries, is made knownto the Company’s chief executive officer and its chief financial officer byothers within those entities in a timely fashion in order to ensure accuratedisclosure in the Company’s public reports filed under the Exchange 

 

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

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

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### (t)            LaborRelations. Neither the Company nor any of its Subsidiaries is engaged inany unfair labor practice; except for matters which would not, individually orin the aggregate, have a Material Adverse Effect, (i) there is (A) no unfairlabor practice complaint pending or, to the Company’s knowledge, threatenedagainst the Company or any of its Subsidiaries before the National LaborRelations Board, and no grievance or arbitration proceeding arising out of orunder collective bargaining agreements is pending or, to the Company’sknowledge, threatened, (B) no strike, labor dispute, slowdown or stoppagepending or, to the Company’s knowledge, threatened against the Company or anyof its Subsidiaries and (C) no union representation dispute currently existingconcerning the employees of the Company or any of its Subsidiaries, (ii) to theCompany’s knowledge, no union organizing activities are currently taking placeconcerning the employees of the Company or any of its Subsidiaries, and (iii)there has been no material violation of any federal, state, local or foreignlaw relating to discrimination in the hiring, promotion or pay of employees,any applicable wage or hour laws or any provision of the Employee RetirementIncome Security Act of 1974, as amended, or the rules and regulationspromulgated thereunder concerning the employees of the Company or any of itsSubsidiaries.

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

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### (v)           Insurance.Each of the Company and its Subsidiaries maintains insurance covering itsproperties, operations, personnel and businesses as the Company reasonablydeems adequate; such insurance insures against such losses and risks to anextent which is adequate in accordance with customary industry practice toprotect the Company and its Subsidiaries and their respective businesses; allsuch insurance is fully in force on the date hereof and will be fully in forceat the Closing Date, if any; neither the Company nor any of its Subsidiarieshas reason to believe that it will not be able to renew any such insurance asand when such insurance expires.

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### (w)          SecuritiesAct of 1933. Based in material part upon the representations herein of theSubscriber, the Company has complied and will comply with all applicablefederal and state securities laws in connection with the offer, issuance andsale of the Shares. Neither the Company nor anyone acting on its behalf,directly or indirectly, has or will sell, offer to sell or solicit offers tobuy any of the Shares, or solicit offers with respect thereto from, or enterinto any negotiations relating thereto with, any person, or has taken or willtake any action so as to bring the issuance and sale of any of the Shares underthe registration provisions of the Securities Act and applicable statesecurities laws, and neither the Company nor any of its Affiliates, nor anyperson acting on its or their behalf, has engaged in any form of directedselling efforts in the United States (within the meaning of Regulation S underthe Securities Act) in connection with the offer or sale of any of the Shares.

 

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

 

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

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### (b)           Theoffer, sale and issuance of the Shares is being undertaken in reliance onexemptions from the prospectus and registration requirements of the ApplicableSecurities Laws and, as a result: (i) the Subscriber will not receiveinformation that would otherwise be required under Applicable Securities Lawsor be contained in a prospectus prepared in accordance with ApplicableSecurities Laws, (ii) many of the protections, rights and remedies availableunder Applicable Securities Laws normally available in a public offering willnot be available to the Subscriber, and (iii) the Company is relieved fromcertain obligations that would otherwise apply under Applicable Securities Lawsin a public offering.

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

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### (d)           TheCompany is required to file a report of trade with all applicable Regulatorscontaining personal information about the Subscriber. This report of trade andother required disclosures under United States securities laws will include thefull name, address and telephone number of the Subscriber, the number of Sharespurchased, the total purchase price paid for the Shares, the date of theClosing and the prospectus and registration exemption relied upon underApplicable Securities Laws to complete such purchase. In Ontario, thisinformation is collected indirectly by the Ontario Securities Commission underthe authority granted to it under, and for the purposes of the administrationand enforcement of, the securities legislation in Ontario. The Subscriber maycontact the Administrative Assistant to the Director of Corporate Finance atSuite 1903, Box 5520 Queen Street West, Toronto, Ontario, M5H 3S8 or by telephoneat (416) 593-8086 for more information regarding the indirect collection ofsuch information by the Ontario Securities Commission. The Company may also berequired pursuant to Applicable Securities Laws to file this Agreement and theother Transaction Documents on SEDAR and with the Commission. By completingthis Agreement, the Subscriber authorizes the indirect collection of theinformation described in this Section 3.2(e) by all applicable Regulators andconsents to the disclosure of such information to the public through (i) thefiling of a report of trade with all applicable Regulators and (ii) the filingof this Agreement and the other Transaction Documents, and disclosure of thefinancing, on SEDAR and with the Commission.

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

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### (f)            Thecertificates representing the Shares or ownership statements issued under adirect registration system or other electronic book-entry system, will bearlegends in accordance with the Applicable Securities Laws.

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### (g)           TheShares cannot be traded through the facilities of either Stock Exchange sincethe certificates representing the Shares are not freely transferable andconsequently are not “good delivery” in settlement of transactions on such exchanges.

 

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### (h)           The certificates representing the Shares (andany replacement certificate issued prior to the expiration of the applicablehold periods) will bear legends substantially in the form of the followinglegends as required by Applicable Securities Laws:

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“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARELISTED ON THE TSX; HOWEVER, THE SECURITIES CAN NOT BE TRADED THROUGH THEFACILITIES OF THE TSX SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLYANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT ‘GOOD DELIVERY’ INSETTLEMENT OF TRANSACTIONS ON THE TSX.

 

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

 

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

 

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

###  

### (j)            TheSubscriber has not been provided with a prospectus, an offering memorandum orany other document in connection with its subscription for the Shares. TheSubscriber’s decision to subscribe for the Shares and execute this Agreementhas not been based upon any verbal or written representation made by or onbehalf of the Company or any employee or agent of the Company. However, theSubscriber has been furnished by the Company, during the course of thistransaction, with all information regarding the Company which it has requestedand acknowledges that it has been afforded the opportunity to ask questions ofand receive answers from duly authorized officers and/or other representativesof the Company concerning the terms and conditions of the Offering and anyadditional information requested.

 

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### (k)           Thedistribution of the Shares has not been made through, or as a result of, and isnot being accompanied by, (i) a general solicitation, (ii) any advertisementincluding articles, notices or other communications published in any newspaper,magazine or similar media or broadcast over radio or television, or (iii) anyseminar or meeting whose attendees have been invited by general solicitation orgeneral advertising.

###  

### (l)            TheSubscriber is acquiring the Shares as principal for its own account forinvestment and has no present intention to sell or exchange the Shares.

###  

### (m)          The Subscriber is eligible to purchase theShares pursuant to an exemption from the prospectus and registrationrequirements of the Applicable Securities Laws. The Subscriber has completedand delivered to the Company the certificate attached as Appendix “A” heretoevidencing the Subscriber’s status under the Applicable Securities Laws andconfirms the truth and accuracy of all statements made in such certificate. TheSubscriber hereby represents and warrants that:

###  

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

####  

#### (ii)           itwas not offered any of the Shares in the United States, did not receive anymaterials relating to the offer of the Shares in the United States, and did notexecute this Agreement or any other materials relating to the purchase of theShares in the United States.

####  

### (n)           TheSubscriber was offered the Shares in, and is resident in, the jurisdiction setout as the “Subscriber’s Address” on the signature page of this Agreement andintends that the securities laws of that jurisdiction govern the offer, saleand issuance of the Shares to the Subscriber.

###  

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

###  

### (p)           Noneof the funds that the Subscriber is using to purchase the Shares are, to theknowledge of the Subscriber, proceeds obtained or derived, directly orindirectly, as a result of illegal activities.

###  

### (q)           TheSubscriber has not received, nor does it expect to receive any financialassistance from the Company, directly or indirectly, in respect of theSubscriber’s purchase of the Shares.

###  

### (r)            Noperson has made any oral or written representations to the Subscriber  (i) that any person will resell or repurchaseany of the Shares; (ii) that any person will refund the Purchase Price, or(iii) as to the future value or price of any of the Shares.

###  

### (s)           Theexecution and delivery of and performance by the Subscriber of this Agreementhave been authorized by all necessary corporate or other action on the part ofthe Subscriber.

###  

### (t)            ThisAgreement has been duly executed and delivered by the Subscriber, andconstitutes a legal, valid and binding agreement of the Subscriber enforceableagainst it in accordance with its terms.

 

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### (u)           Theexecution and delivery of and performance by the Subscriber of this Agreementdo not and will not (or would not with the giving of notice, the lapse of timeor the happening of any other event or condition) result in a breach orviolation of or a conflict with, or allow any other person to exercise anyrights under any of the terms or provisions of the Subscriber’s constatingdocuments or by-laws, if applicable, or any other contract, agreement,instrument, undertaking, covenant, law or rule to which the Subscriber is aparty or by which it is bound.

###  

### (v)           TheSubscriber has obtained such legal, investment and tax advice as it considersappropriate in connection with the offer, sale and issuance of the Shares andthe execution, delivery and performance by it of this Agreement and thetransactions contemplated by this Agreement. The Subscriber is not relying onthe Company or its Affiliates****ortheir counsel in this regard.

###  

3.3           Indemnificationof the Subscriber

 

(a)           The Companyhereby covenants and agrees to indemnify and hold harmless the Subscriber andits directors, officers, employees, agents and representatives (each, a “SubscriberIndemnifiedParty”) from and against any and all expenses, losses(other than a loss of profits), claims, actions, damages or liabilities,whether joint or several (including the aggregate amount paid in reasonablesettlement of any actions, suits, proceedings or claims), including thereasonable fees and expenses of counsel, to which the Subscriber may becomesubject under any statute or common laws insofar as such expenses, losses,claims, damages, liabilities or actions arise out of or are based, directly orindirectly:  (i) on any materialmisrepresentation by the Company in connection with the matters referred toherein; or (ii) in respect of any inaccuracy of any representation or warrantyor the breach of any covenant made by the Company in any document, instrument,agreement or certificate, including for certainty this Agreement, delivered byor entered into, in connection with the Offering, providedhowever,that the obligation of the Company under this Section 3.3 shall not exceed thePurchase Price.

 

(b)           The indemnityobligations of the Company contained in this Section 3.3 shall be in additionto any liability which the Company may otherwise have, shall extend upon thesame terms and conditions to the Subscriber and shall be binding upon and inureto the benefit of any successors, assigns, heirs and personal representativesof the Company and the Subscriber.

 

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

 

### (d)           Neitherthe Company nor the Subscriber shall effect any settlement of any such actionor claim or make any admission of liability without the written consent of theother party, such consent to be promptly considered and not to be unreasonablywithheld. The indemnity herein provided 

 

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### shall remain in full force and effect and shall not belimited to or affected by any other indemnity in respect of any other mattersspecified herein obtained by the Subscriber from any other person.

###  

# ARTICLE IV.COVENANTS

#  

4.1           Covenants of theCompany.

 

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

###  

### (b)           TheCompany will use its commercially reasonable efforts to maintain the listing onthe Stock Exchanges of the Shares.

###  

### (c)           Uponthe sale of any Shares pursuant to an effective registration statement filed bythe Company in accordance with the terms of the Registration Rights Agreementor pursuant to Rule 144 of the Securities Act, the Company shall request thatits transfer agent promptly issue certificate(s) representing such Shareswithout restrictive legends to the purchasers in such transactions, uponreceipt of appropriate documentation (which may include opinions of counsel tothe Subscriber) and such representations from the Subscriber as counsel tothe Company may reasonably determine are necessary.

###  

4.2           Covenants of theSubscriber.

 

### (a)           TheSubscriber will comply with all Applicable Securities Laws concerning thesubscription, purchase, holding and resale of the Shares.

###  

### (b)           TheSubscriber will execute, deliver, file any reports, undertakings and otherdocuments required under Applicable Securities Laws in connection with thepurchase of the Shares and will provide the Company with any information itrequires to complete any filings or reports that it is required to file,including such information as may be necessary to respond to comments orenquires by any Regulator.

###  

# ARTICLE V.OTHER AGREEMENTS OF THE PARTIES

#  

5.1           Securities LawsDisclosure; Publicity. The Company and the Subscriber shall consult witheach other in issuing any press releases with respect to the transactionscontemplated hereby, and neither the Company nor the Subscriber shall issue anysuch press release or otherwise make any such public statement without theprior consent of the other party, which consent shall not unreasonably bewithheld, except if such disclosure is required by law, in which case thedisclosing party shall promptly provide the other party with prior notice ofsuch public statement or communication.

 

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

 

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# ARTICLE VI.MISCELLANEOUS PROVISIONS

#  

6.1           Termination. ThisAgreement may be terminated by the Company or the Subscriber by written noticeto the other party, if the Closing has not been consummated on or beforeNovember 30, 2007; provided, however, that no such termination will affectthe right of any party to sue for any breach by the other party.

 

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

 

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

 

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

 

6.5           Amendments; Waivers.No provision of this Agreement may be waived or amended except in a writteninstrument signed, in the case of an amendment, by the Company and theSubscriber or, in the case of a waiver, by the party against whom enforcementof any such waiver is sought. No waiver of any default with respect to anyprovision, condition or requirement of this Agreement shall be deemed to be acontinuing waiver in the future or a waiver of any subsequent default or awaiver of any other provision, condition or requirement hereof, nor shall anydelay or omission of either party to exercise any right hereunder in any mannerimpair the exercise of any such right.

 

6.6           Headings. Theheadings herein are for convenience only, do not constitute a part of thisAgreement and shall not be deemed to limit or affect any of the provisionshereof. The language used in this Agreement will be deemed to be the languagechosen by the parties to express their mutual intent, and no rules of strictconstruction will be applied against any party.

 

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

 

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

 

 

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6.9           Governing Law;Jurisdiction; Waiver of Jury Trial. This Agreement is governed by, subjectto and interpreted in accordance with the laws prevailing in the Province ofOntario and the federal laws of Canada applicable therein. Each party agreesthat all legal proceedings concerning the interpretations, enforcement anddefense of the transactions contemplated by this Agreement and any otherTransaction Documents (whether brought against a party hereto or its respectiveaffiliates, directors, officers, shareholders, employees or agents) shall becommenced exclusively in the courts of the Province of Ontario. Each partyhereby irrevocably submits to the exclusive jurisdiction of the courts of theProvince of Ontario for the adjudication of any dispute hereunder or inconnection herewith or with any transaction contemplated hereby or discussedherein (including with respect to the enforcement of any of the TransactionDocuments), and hereby irrevocably waives, and agrees not to assert in anysuit, action or proceeding, any claim that it is not personally subject to thejurisdiction of any such court, that such suit, action or proceeding isimproper or inconvenient venue for such proceeding. Each party herebyirrevocably waives personal service of process and consents to process beingserved in any such suit, action or proceeding by mailing a copy thereof viaregistered or certified mail or overnight delivery (with evidence of delivery)to such party at the address in effect for notices to it under this Agreementand agrees that such service shall constitute good and sufficient service ofprocess and notice thereof. Nothing contained herein shall be deemed to limitin any way any right to serve process in any manner permitted by law. Theparties hereby waive all rights to a trial by jury. If either party shallcommence an action or proceeding to enforce any provisions of the TransactionDocuments, then the prevailing party in such action or proceeding shall bereimbursed by the other party for its attorneys’ fees and other costs andexpenses incurred with the investigation, preparation and prosecution of suchaction or proceeding.

 

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

 

6.11         Execution. ThisAgreement may be executed in two or more counterparts, all of which when takentogether shall be considered one and the same agreement and shall becomeeffective when counterparts have been signed by each party and delivered to theother party, it being understood that both parties need not sign the samecounterpart. In the event that any signature is delivered by facsimiletransmission, such signature shall create a valid and binding obligation of theparty executing (or on whose behalf such signature is executed) with the sameforce and effect as if such facsimile signature page were an original thereof.

 

6.12         Severability. Ifany provision of this Agreement is held to be invalid or unenforceable in anyrespect, the validity and enforceability of the remaining terms and provisionsof this Agreement shall not in any way be affected or impaired thereby and theparties will attempt to agree upon a valid and enforceable provision that is areasonable substitute therefore, and upon so agreeing, shall incorporate suchsubstitute provision in this Agreement.

 

6.13         Replacement ofSecurities. If any certificate or instrument evidencing any Shares ismutilated, lost, stolen or destroyed, the Company shall issue or cause to beissued in exchange and substitution for and upon cancellation thereof, or in lieuof and substitution therefore, a new certificate or instrument, but only uponreceipt of evidence reasonably satisfactory to the Company of such loss, theftor destruction and customary and reasonable indemnity, if requested. Theapplicants for a new certificate or instrument under such circumstances shallalso pay any reasonable third-party costs associated with the issuance of suchreplacement Shares.

 

6.14         Remedies. Inaddition to being entitled to exercise all rights provided herein or granted bylaw, including recovery of damages, each of the Subscriber and the Company willbe entitled to specific performance under the Transaction Documents. Theparties agree that monetary damages may 

 

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not be adequate compensation for any loss incurred byreason of any breach of obligations described in the foregoing sentence andhereby agrees to waive in any action for specific performance of any suchobligation the defense that a remedy at law would be adequate.

 

[*Signature pageattached*.]

 

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

 
| **MINES MANAGEMENT, INC.**                          |                                       | Issuer’s Address:                                                                                                                                                  |
|-----------------------------------------------------|--------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** **                                          |                                       |                                                                                                                                                                    |
| ** **                                          |                                       | 905 West Riverside Avenue, Suite 311                                                                                                                                    |
| By:                                                 |     /s/ James H. Moore |                                                                                                                                                                    | Spokane, WA 99201 |
| ** **                                          | Name:                                      | James H. Moore                                                                                                                                                          |   | Phone: (509) 838-6050 |
| ** **                                          | Title:                                     | Chief Financial Officer                                                                                                                                                 |   | Fax: (509) 838-0486 |
| ** **                                          |                                       | Attn: Chief Executive Officer                                                                                                                                           |
| ** **                                          |                                       |                                                                                                                                                                    |
| With a copy to (which shall not constitute notice): |                                       | Davis Graham & Stubbs LLP  1550 - 17th Street, Suite 500  Denver, CO 80202  Phone: (303) 892-9400  Fax: (303) 893-1379  Attn: Patricia Peterson                     |
|                                                |                                       |                                                                                                                                                                    |
| **SILVER WHEATON CORP.**                            |                                       | Subscriber’s Address:                                                                                                                                              |
| ** **                                          |                                       |                                                                                                                                                                    |
| ** **                                          |                                       | 666 Burrard Street, Suite 3150                                                                                                                                          |
| By:                                                 |     /s/ Noel Watson    |                                                                                                                                                                    | Vancouver, British Columbia |
|                                                | Name:                                      | Noel Watson                                                                                                                                                             |   | Canada V6C 2X8 |
|                                                | Title:                                     | Chief Financial Officer                                                                                                                                                 |   | Phone: (604) 684-9648 |
|                                                |                                       | Fax: (604) 684-3123                                                                                                                                                     |
|                                                |                                       | Attn: Chief Financial Officer                                                                                                                                           |
|                                                |                                       |                                                                                                                                                                    |
| With a copy to (which shall not constitute notice): |                                       | Cassels Brock & Blackwell LLP  40 King Street West, Suite 2100  Toronto, Ontario  Canada M5H 3C2  Phone: (416) 869-5407  Fax: (416) 350-6933  Attn: Mark T. Bennett |

 

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