American Bonanza Gold Corp.: Exhibit 4.4 - Filed by newsfilecorp.com






AGENCY AGREEMENT

	January 17, 2011 
	  
	American Bonanza Gold Corp. 
	675 West Hastings Street, Suite 305 
	Vancouver, British Columbia 
	V6B 1N2 



	Attention: 	Brian Kirwin, Chief Executive Officer
  


Dear Sir:

In furtherance of a letter agreement dated December 2, 2010
(the “Letter Agreement”) between American Bonanza Gold Corp. (the
“Corporation”) and Wellington West Capital Markets Inc. (“WWCM” or
the “Agent”) in connection with a proposed private placement by the
Corporation, upon and subject to the terms and conditions set forth herein, the
Agent agrees to offer for sale, as agent of the Corporation, on a best efforts
basis through a fully marketed public offering, if, as and when issued by the
Corporation up to 44,000,000 units of the Corporation (the “Units”) at a
price of $0.35 per Unit (the ”Offering Price”) for aggregate gross
proceeds of up to $15,400,000 (the “Offering”).

Each Unit will be comprised of one common share of the
Corporation (each a “Unit Share”) and one-half of one purchase warrant
(each whole warrant a “Warrant” and together with the Unit Shares and the
Warrants, the “Underlying Securities”). Each Warrant will entitle the
holder thereof to purchase one common share of the Corporation (each a
“Warrant Share”) at a price of $0.45 at any time until 5:00 p.m.
(Vancouver time) on the date which is 18 months after the Closing Date.

The Agent understands that the Corporation has prepared and
filed a preliminary short form prospectus and all necessary documents relating
thereto and will take all additional steps to qualify the Securities (as defined
below) for distribution in the Provinces of British Columbia, Alberta,
Saskatchewan, Manitoba, Ontario and New Brunswick (collectively, the
“Qualifying Jurisdictions”) and to permit the sale of the Securities on a
private placement basis, to purchasers in the United States or to persons who
are U.S. Persons (as defined below) that are Accredited Investors (as defined
below) in accordance with the terms of Schedule “A” hereto.

In addition, the Corporation hereby grants an option (the
“Over-Allotment Option”) to the Agent entitling the Agent to offer for
sale on and subject to the terms contained herein, up to an additional 6,000,000
common shares of the Corporation (the “Optioned Shares”) at a price of
$0.345 per Optioned Share and/or up to an additional 3,000,000 warrants of the
Corporation having the same terms as the Warrants (the “Optioned
Warrants” and together with the Optioned Shares, the "Optioned
Securities") at a price of $0.01 per Optioned Warrant, in any combination of
the foregoing. The Over-Allotment Option is exercisable in whole or in part at
any time, and from time to time, for a period of 30 days after and including the
Closing Date (as defined below). If WWCM elects to exercise the Over-Allotment
Option, WWCM shall notify the Corporation of its election in writing, not later
than 48 hours prior to the proposed Option Closing Date (as defined below) which
notice shall specify the number of Optioned Shares and/or Option Warrants to be
issued and sold and the date (the “Option Closing Date”) on which such
Optioned Shares and/or Option warrants are to be so issued and sold. Such Option
Closing Date may be the same as the Closing Date but not later than 30 days
following the Closing Date. The Over-Allotment Option may be exercised solely
for the purpose of covering the over-allocation position (as such concept is
defined in NI 41-101 (as defined below)) of the Agent created in connection with
the offering of the Offered Shares and for market stabilization purposes.




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The Agent intends to make a public offering of the Securities
(as defined below) in the Qualifying Jurisdictions upon the terms set forth
herein and in the Prospectus (as defined below). The Corporation acknowledges
and agrees that the Agent may offer and sell the Securities to or through any
affiliate of the Agent and that any such affiliate may offer and sell the
Securities purchased by it to or through the Agent. The Agent also proposes to
distribute the Securities, on a private placement basis, in the United States
and other offshore jurisdictions, all in the manner contemplated by this
Agreement, including the schedules hereto. 

The Agent, through its respective U.S. broker-dealer
affiliates, shall have the exclusive right to offer for sale and sell the
Securities in the United States pursuant to exemptions under the U.S. Securities
Act (as defined below) to Accredited Investors in accordance with the terms
hereof.

The Agent shall be entitled to appoint a soliciting dealer
group consisting of other registered dealers acceptable to the Corporation for
the purposes of arranging for purchasers of the Securities.

In consideration of the services to be rendered by the Agent in
connection with the Offering, including the agreement of the Agent to: (a) act
as the agent of the Corporation and to offer the Securities (as defined below)
for sale to the public in the Qualifying Jurisdictions pursuant to the
Prospectus; or (b) act as placement agent for the Securities in the United
States and other offshore jurisdictions, the Corporation shall pay to the Agent
at Closing (as defined below) a cash commission equal to 6.0% of the gross
proceeds realized by the Corporation in respect of the sale of the Securities
(including, for greater certainty, any Optioned Shares issued and sold by the
Corporation on the exercise of the Over-Allotment Option) (the
“Commission”). The obligation of the Corporation to pay the Commission
shall arise at the Closing Time and, if applicable, the Option Closing Time
(each as defined below) against payment for the Securities, and the Commission
shall be fully earned by the Agent at such time. As additional consideration,
the Agent will be issued non-assignable broker warrants (the “Broker
Warrants”) exercisable to acquire that number of common shares of the
Corporation (the “Broker Shares”) as is equal to 6.0% of the aggregate
number of Units issued pursuant to the Offering and Optioned Shares issued upon
the exercise of the Over-Allotment Option. Each Broker Warrant shall entitle the
holder thereof to purchase one Broker Share at a price equal to $0.38 per Broker
Share, at any time until 5:00 p.m. (Vancouver time) on the date which is 18
months after the Closing Date. For greater certainty, no Commission shall be
payable, and no Broker Warrants shall be issuable in respect of Units issued to
U.S. President’s List Purchasers. 




- 3 -

DEFINITIONS AND INTERPRETATION

(1) In this Agreement, in addition to the terms defined above
or elsewhere in this Agreement, the following terms shall have the following
meanings:

“Accredited Investor” has the meaning set forth in
Schedule “A” hereto;

“Agent” has the meaning ascribed thereto on the first
page hereof;

“Agent’s Personnel” has the meaning ascribed thereto in
subparagraph 16(a) hereof;

“Agreement” means the agreement resulting from the
acceptance by the Corporation of the offer made hereby;

“Annual Information Form” means the annual report of the
Company on Form 20-F for the financial year ended December 31, 2009 dated March
31, 2010.

“Business Day” means a day which is not a Saturday,
Sunday or statutory or civic holiday in the city of Vancouver, British Columbia,
unless provided to the contrary;

“Canadian GAAP” means Canadian generally accepted
accounting principles as set forth in the Handbook of the Canadian Institute of
Chartered Accountants or a successor entity, as amended from time to time;

“Canadian Securities Regulators” means the applicable
securities commission or securities regulatory authority in each of the
Qualifying Jurisdictions;

“Claim” has the meaning ascribed thereto in subparagraph
16(c) hereto;

“Closing” means the purchase and sale of the Securities;


“Closing Date” means January 21, 2011 or such other date
as the Corporation and WWCM (on behalf of the Agent) may agree in writing, but
in any event no later than January 31, 2011;

“Closing Time” means 8:00 a.m. (Toronto time) on the
Closing Date or such other time on the Closing Date as the Corporation and WWCM
(on behalf of the Agent) may agree in writing;

“Collective Bargaining Agreement” means any collective
bargaining agreement, labor union contract, trade union agreement or foreign
works council contract to which the Corporation or the Subsidiary is a party to
or bound by;

“Commission” has the meaning ascribed thereto on the
second page hereof;




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“Common Shares” means the common shares of the
Corporation;

“Copperstone Project” means the project of the
Corporation known as the Copperstone Project located in La Paz County, Arizona,
United States and described in the Copperstone Technical Reports;

“Copperstone Technical Report” means the technical
report dated February 2, 2010 and revised January 11, 2011, entitled “NI 43-101
Technical Feasibility Report, Copperstone Project, La Paz County, Arizona”,
prepared pursuant to NI 43-101 by Dr. Corby G. Anderson, Christopher L. Pratt,
Thomas F. Buchholz and Jonathan M. Brown and filed on SEDAR at www.sedar.com
on January 10, 2011;

“Corporation’s Auditors” means such firm of chartered
accountants as the Corporation may have appointed or may from time to time
appoint as auditors of the Corporation;

“Disclosure Documents” means, collectively, all of the
documentation which has been filed by or on behalf of the Corporation with the
relevant Canadian Securities Regulators pursuant to the requirements of
applicable Securities Laws, including, but not limited to all material change
reports, technical reports, press releases and financial statements of the
Corporation; 

“Documents Incorporated by Reference” means all
financial statements, management’s discussion and analysis of results of
operations and financial condition, management proxy circulars, annual
information forms, material change reports or other documents issued by the
Corporation, whether before or after the date of this Agreement, that were
incorporated by reference into the Preliminary Prospectus and which are required
to be incorporated by reference in the Final Prospectus, as applicable; 

“Due Diligence Sessions” means, collectively, the due
diligence sessions held on December 7, 2010 and January 17, 2011 attended by,
among others, the Corporation and the Agent;

“Final Prospectus” means the final short form
prospectus, including all of the Documents Incorporated by Reference, to be
prepared by the Corporation relating to the distribution of the Securities and
for which a receipt will have been issued by the British Columbia Securities
Commission on its own behalf and on behalf of each of the other Canadian
Securities Regulators, other than the Ontario Securities Commission, which will
be deemed to have issued a receipt upon the issue of such receipt by the British
Columbia Securities Commission;

“Financial Statements” means the financial statements of
the Corporation included in the Documents Incorporated by Reference, including
the notes to such statements and the related auditors’ report on such
statements, as applicable;

“Governmental Authority” means any (a) multinational,
federal, provincial, state, regional, municipal, local or other government,
governmental or public department, ministry, court, tribunal, arbitral body,
bureau or agency, domestic or foreign, (b) any subdivision, agent, commission,
board, or authority of any of the foregoing, or (c) any quasi-governmental or
private body exercising any regulatory, expropriation or taxing authority under
or for the account of any foregoing, and any stock exchange or
self-regulatory authority and, for greater certainty, includes the Securities
Regulators;




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“Indemnified Party” has the meaning ascribed thereto in
subparagraph 16(c) hereof;

“Listing Conditions” has the meaning ascribed thereto in
subparagraph 4(a)(v) hereof;

“Material Adverse Effect” when used in connection with
an entity means any change, event, violation, circumstance or effect that is
materially adverse to the business, assets (including intangible assets),
capitalization, financial condition or results of operations of such entity and
its direct or indirect parent (if applicable) or subsidiaries taken as a
whole;

“MI 11-102” means Multilateral Instrument 11-102 –
Passport System adopted by certain members of the Canadian Securities
Regulators and its related memorandum of understanding;

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

“NI 41-101” means National Instrument 41-101 –
General Prospectus Requirements adopted by the Canadian Securities
Regulators;

“NI 43-101” means National Instrument 43-101 –
Standards of Disclosure for Mineral Projects adopted by the Canadian
Securities Regulators; 

“NI 44-101” means National Instrument 44-101 – Short
Form Prospectus Distributions adopted by the Canadian Securities Regulators;


“NP 11-202” means National Policy 11-202 – Process
for Prospectus Reviews in Multiple Jurisdictions adopted by the Canadian
Securities Regulators and its related memorandum of understanding;

“Off-Balance Sheet Arrangement” means with respect to
any Person, any securitization transaction to which that Person or its
subsidiaries is party and any other transaction, agreement or other contractual
arrangement to which an entity unconsolidated with that Person is a party, under
which that Person or its subsidiaries, whether or not a party to the
arrangement, has, or in the future may have (a) any obligation under a direct or
indirect guarantee or similar arrangement, (b) a retained or contingent interest
in assets transferred to an unconsolidated entity or similar arrangement, (c)
derivatives to the extent that the fair value thereof is not fully reflected as
a liability or asset in the financial statements, or (d) any obligation or
liability, including a contingent obligation or liability, to the extent that it
is not fully reflected in the financial statements (excluding the footnotes
thereto) (for this purpose, obligations or liabilities that are not fully
reflected in the financial statements (excluding the footnotes thereto) include,
without limitation (i) obligations that are not classified as a liability
according to Canadian or United States generally accepted accounting principles,
as applicable (ii) contingent liabilities as to which, as of the date of the
financial statements, it is not probable that a loss has been incurred or, if
probable, is not reasonably estimable, or (iii) liabilities as to which the amount recognized in the financial statements is less
than the reasonably possible maximum exposure to loss under the obligation as of
the date of the financial statements, but, in each case, exclude contingent
liabilities arising out of litigation, arbitration or regulatory actions (not
otherwise related to off-balance sheet arrangements));




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“Offering” means the issuance and sale of the Units and,
if applicable, the Optioned Securities issued on the exercise of the
Over-Allotment Option pursuant to this Agreement;

“Offering Documents” has the meaning ascribed thereto in
subparagraph 5(a)(iii) hereof; 

”Optioned Securities” has the meaning ascribed thereto
on the first page hereof; 

”Optioned Shares” has the meaning ascribed thereto on
the first page hereof; 

”Optioned Warrants” has the meaning ascribed thereto on
the first page hereof;

“Passport System” means the mutual reliance review
system procedures provided for under NP 11-202 and MI 11-102;

“Person” shall include any individual, corporation,
partnership, joint venture, association, trust or other legal entity;

“Preliminary Prospectus” means the short form
preliminary prospectus dated December 8, 2010 prepared by the Corporation
relating to the distribution of the Securities, including all of the Documents
Incorporated by Reference;

“President’s List Purchasers” means, collectively,
certain Purchasers of 18,189,000 Units forming part of a President’s List, as
agreed by the Corporation and the Agent but does not include U.S. President's
List Purchasers;

“Proceedings” has the meaning ascribed thereto in
paragraph 28 hereof;

“Prospectus” means, collectively, the Preliminary
Prospectus and the Final Prospectus; “Purchasers” means the purchasers of
the Securities, collectively; “Qualifying Jurisdictions” has the meaning
ascribed thereto on the first page hereof;

“Reporting Provinces” means the provinces of British
Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec and New Brunswick,
collectively;

“Securities” means the Units and the Optioned
Securities, collectively;

“Securities Laws” means, unless the context otherwise
requires, all applicable securities laws in each of the Qualifying Jurisdictions
and the United States and the respective regulations made thereunder, together
with applicable published fee schedules, prescribed forms, policy statements, orders, blanket rulings and other regulatory
instruments of the securities regulatory authorities in such jurisdictions;




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“Securities Regulators” means, collectively, the TSX and
the securities commissions or other securities regulatory authorities in the
Qualifying Jurisdictions;

“Selling Firm” has the meaning ascribed thereto in
subparagraph 3(a) hereof;

“Subsidiary” means Bonanza Exploration Inc., a
corporation existing under the laws of the State of Nevada; 

“subsidiary” has the meaning ascribed thereto in the
Business Corporations Act (British Columbia);

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

“TSX” means the Toronto Stock Exchange;

“Underlying Securities” shall have the meaning ascribed
to such term on the first page hereof, and shall be read herein to include, as
the context permits or requires, the Optioned Shares and Optioned Warrants;

“Units” shall have the meaning ascribed to such term on
the first page hereof;

“Unit Share” shall have the meaning ascribed to such
term on the first page hereof;

“United States” means the United States of America as
defined in Regulation S under the U.S. Securities Act;

“U.S. Affiliate” means a duly registered U.S.
broker-dealer affiliate of an Agent; 

“U.S. GAAP” means United States generally accepted
accounting principles as established by the Financial Accounting Standards Board
and includes such other accounting principles generally accepted in the United
States at the relevant time, applied on a consistent basis;

“U.S. Person” means a “U.S. Person” as that term is
defined in Rule 902(k) of Regulation S; under the U.S. Securities Act;

“U.S. Placement Memorandum” has the meaning ascribed
thereto in subparagraph 4(a)(iv) hereof; 

“U.S. President’s List Purchasers” means, collectively,
certain Purchasers of 895,000 Units resident in the United States and forming
part of a President’s List that will be settled directly through the
Corporation;




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“U.S. Securities Act” means the United States Securities
Act of 1933, as amended; “Warrant” shall have the meaning ascribed to
such term on the first page hereof; “Warrant Share” has the meaning
ascribed thereto on the first page hereof; and “WWCM” has the meaning
ascribed thereto on the first page hereof.

(2) In this Agreement, the phrase “to the knowledge of the
Corporation” shall refer to the actual personal knowledge, without personal
liability, of Brian Kirwin, Chief Executive Officer or Joe Chan, Chief Financial
Officer. 

TERMS AND CONDITIONS

1.               
Compliance with Securities Laws.

	 	(a) 	
      The Corporation represents, warrants and covenants to the
      Agent that the Corporation has obtained, pursuant to the Passport System,
      a receipt dated December 8, 2010 for the Preliminary Prospectus and other
      related documents in respect of the proposed distribution of the
      Securities.

	 	 	 
	 	(b) 	
      The Corporation hereby agrees to use commercially
      reasonable efforts to secure compliance with all securities regulatory
      requirements on a timely basis in connection with the distribution of the
      Securities, (except to the extent such requirements are the responsibility
      of the Agent by law), including by filing within the periods stipulated
      under Securities Laws and at the Corporation's expense, all forms required
      to be filed by the Corporation in connection with the Offering and paying
      all filing fees required to be paid by the Corporation in connection
      therewith. The Agent agrees to assist the Corporation in all reasonable
      respects to secure compliance with all regulatory requirements in
      connection with the Offering.

	 	 	 
	 	(c) 	
      The Corporation shall use commercially reasonable efforts
      to fulfill all legal requirements to enable the distribution of the
      Securities and to file the Final Prospectus in each of the Qualifying
      Jurisdictions and obtain, pursuant to the Passport System, a receipt for
      the Final Prospectus and other related documents in respect of the
      proposed distribution of the Securities on or prior to 5:00 p.m. (Toronto
      time) on January 17, 2011 or such later date as WWCM and the Corporation
      may agree.



2.               
Due Diligence. Prior to the filing of the Final Prospectus, Documents
Incorporated by Reference and any Supplemental Materials, the Corporation shall
permit the Agent to review each of the Final Prospectus, any Documents
Incorporated by Reference and any Supplementary Materials and shall allow the
Agent to continue to conduct any due diligence investigations which any of them
reasonably requires in order to fulfill its obligations as an Agent under Securities Laws of the Qualifying Jurisdictions and
in order to enable it to responsibly execute the certificate in the Final
Prospectus required to be executed by it. The Corporation shall provide the
Agent with full and free access to, and on request of the Agent (acting
reasonably), copies of all materials and documents used or created in connection
with the due diligence investigations or the Offering, and must maintain those
materials and documents for at least seven years from the Closing Date for that
purpose. Furthermore, the Corporation must, at all reasonable times before the
Closing Date or during, or in relation to, any threatened or pending inquiry,
investigation or action, claim or proceeding arising in connection with the
matters contemplated herein to which the Agent is a party or participant,
provide reasonable and free access to the premises, books and records of the
Corporation and the Subsidiary to enable each such person(s) to obtain any
information in relation to the Corporation or Subsidiary and any other matters
which the Agent reasonably requires in relation to the Offering or any such
inquiry, investigation or action, claim or proceeding.




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3.               
Distribution and Certain Obligations of the Agent.

	 	(a) 	
      The Agent shall, and shall require any investment dealer
      or broker (other than the Agent) with which the Agent has a contractual
      relationship in respect of the distribution of the Securities, including
      any affiliate (each, a “Selling Firm”), to agree to comply with
      Securities Laws in connection with the distribution of the Securities and
      shall offer the Securities for sale, on a best efforts basis, to the
      public directly and through duly registered Selling Firms upon the terms
      and conditions set out in the Final Prospectus and this Agreement. The
      Agent shall, and shall require any Selling Firm to, offer for sale to the
      public and sell the Securities only in those jurisdictions where they may
      be lawfully offered for sale or sold. The Agent shall not make use of any
      confidential information memorandum or other marketing materials (other
      than term sheets) in respect of the solicitation of offers to purchase and
      the sale of the Securities without the prior approval of the Corporation.
      The Corporation will have the sole right to accept offers to purchase
      Securities. The Corporation may, in its absolute discretion, reject any
      proposed purchase of Securities from the Corporation in whole or in part
      and the Agent may, in its discretion, exercised reasonably, reject any
      offer to purchase Securities received by it. The Agent shall: (i) use all
      reasonable efforts to complete and cause each Selling Firm to complete the
      distribution of the Securities as soon as reasonably practicable; (ii)
      promptly notify the Corporation when, in their opinion, the Agent and the
      Selling Firms have ceased distribution of the Securities; and (iii) in
      sufficient time to allow the Corporation to comply with Securities Laws,
      provide a breakdown of the number of Securities distributed in each of the
      Qualifying Jurisdictions where such breakdown is required for the purpose
      of calculating fees payable to the Securities Regulators.

	 	 	 
	 	(b) 	
      The Agent shall, and shall require any Selling Firm to
      agree to, distribute the Securities in a manner which complies with and
      observes all applicable laws and regulations, including the
Securities Laws in each jurisdiction into and from which they may offer to sell
the Securities or distribute the Prospectus or any Supplementary Material in
connection with the distribution of the Securities and will not, directly or
indirectly, offer, sell or deliver any Securities or deliver the Prospectus or
any Supplementary Material to any person in any jurisdiction other than in the
Qualifying Jurisdictions except in a manner which will not require the
Corporation to comply with the registration, prospectus, offering memorandum,
filing, continuous disclosure or other similar requirements under the applicable
Securities Laws of such other jurisdictions or pay any additional governmental
filing fees which relate to such other jurisdictions. Subject to the foregoing,
the Agent and any Selling Firm shall be entitled to offer and sell the
Securities:







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	 	(i) 	
      in the United States, solely pursuant to an applicable
      exemption or exemptions from the registration requirements of the U.S.
      Securities Act and applicable state securities laws. Any offer or sale of
      the Securities in the United States will be made in accordance with
      Schedule “A” which forms part of this Agreement; and

	 	 	 
	 	(ii) 	
      in such other jurisdictions in accordance with any
      applicable securities and other laws in such jurisdictions in which the
      Agent and/or Selling Firms offer the Securities provided that the
      Corporation is not required to file a prospectus, registration statement,
      offering memorandum or other disclosure document or become subject to
      continuing obligations in such other
jurisdictions,




	 		
      in each case in accordance with the provisions of this
      Agreement.

	 	 	 
	 	(c) 	
      For the purposes of this paragraph 3, the Agent shall be
      entitled to assume that the Securities are qualified for distribution in
      any Qualifying Jurisdiction where a receipt or similar document for the
      Final Prospectus shall have been obtained from the applicable Securities
      Regulators (including a decision document for the Final Prospectus issued
      under the Passport System) following the filing of the Final Prospectus
      unless otherwise notified in writing.

	 	 	 
	 	(d) 	
      The Corporation and the Agent agree that Schedule “A” to
      this Agreement is incorporated by reference in and shall form part of this
      Agreement.



4.               
Deliveries on Filing and Related Matters.

	 	(a) 	
      The Corporation shall deliver to the Agent:

	 	 	 	 
	 		(i) 	
      at the Closing Time, a copy of the Preliminary Prospectus
      and the Final Prospectus signed and certified by the Corporation as
      required by Securities Laws;







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	 		(ii) 	
      at the Closing Time, a copy of any Supplementary Material
      required to be filed by the Corporation in compliance with Securities
      Laws;

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

	 	 	 	 
	 		(iv) 	
      as soon as practicable after the Final Prospectus and any
      Supplementary Material are prepared, the private placement memorandum
      incorporating the Final Prospectus or any Supplementary Material, as the
      case may be, prepared for use in connection with the offering for sale of
      the Securities in the United States (the “U.S. Placement
      Memorandum”), and, forthwith after preparation, any amendment to the
      U.S. Placement Memorandum; and

	 	 	 	 
	 		(v) 	
      prior to the filing of the Final Prospectus with the
      Canadian Securities Regulators, copies of correspondence indicating that
      the application for the listing and posting for trading on the TSX of the
      Underlying Securities issuable in connection with the Offering has been
      approved for listing subject only to satisfaction by the Corporation of
      conditions imposed by the TSX (the “Listing Conditions”).

	 	 	 	 
	 	(b) 	
      Supplementary Material: The Corporation shall also
      prepare and deliver promptly to the Agent signed copies of all
      Supplementary Material.

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

	 	 	 	 
	 		(i) 	
      all information and statements (except information and
      statements relating solely to the Agent and provided by the Agent)
      contained in the Prospectus or any Supplementary Material, as the case may
      be, are true and correct, in all material respects, and contain no
      misrepresentation and constitute full, true and plain disclosure of all
      material facts relating to the Corporation and the
  Securities;







- 12 -

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

	 	 	 
	 	(iii) 	
      except with respect to any information relating solely to
      the Agent and provided by the Agent, such documents comply in all material
      respects with the requirements of Securities Laws in the Qualifying
      Jurisdictions.



Such deliveries shall also constitute
the Corporation’s consent to the Agent’s use of the Final Prospectus and any
Supplementary Material in connection with the distribution of the Securities in
the Qualifying Jurisdictions in compliance with this Agreement and Securities
Laws unless otherwise advised in writing.

	 	(d) 	
      Commercial Copies: The Corporation
shall:

	 	 	 	 
	 		(i) 	
      cause commercial copies of the Final Prospectus and any
      Supplementary Material to be delivered to the Agent without charge, in
      such numbers and in such locations as the Agent may reasonably request by
      written instructions to the Corporation’s financial printer of the Final
      Prospectus given forthwith after the Agent has been advised that a receipt
      has been issued pursuant to the Passport System for the Final Prospectus
      or Supplementary Material, as the case may be (or such other date or time
      as the Agent and the Corporation may agree). Such delivery shall be
      effected as soon as possible and, in any event, on or before a date which
      is two Business Days following the date of the issuance of a receipt for
      the Final Prospectus, or after the filing of any Supplementary Material in
      the Qualifying Jurisdictions; and

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

	 	 	 	 
	 	(e) 	
      Press Releases: During the period commencing on
      the date hereof and until completion of the distribution of the
      Securities, the Corporation will promptly provide to the Agent drafts of
      any press releases of the Corporation for review by the Agent. The
      following legend concerning United States sales shall be included on each
      page of any such press release: “Not for distribution to United
      States newswire services or for dissemination in the United
      States” and the following disclaimer shall be placed on the last
      page of the press release: ”The securities described herein have not
      been, and will not be, registered under the United States Securities Act
      of 1933, as amended (the "U.S. Securities
Act"), or any state securities laws,
and accordingly, may not be offered or sold within the United States except in
compliance with the registration requirements of the U.S. Securities Act and
applicable state securities requirements or pursuant to exemptions therefrom.
This press release does not constitute an offer to sell or a solicitation of an
offer to buy any of the Corporation’s securities in the United
States.”







- 13 -

5.               
Material Changes.

	 	(a) 	
      During the period prior to the Agent notifying the
      Corporation of the completion of the distribution of the Securities, the
      Corporation shall promptly inform the Agent (and if requested by the
      Agent, confirm such notification in writing) of the full particulars
      of:

	 	 	 	 
	 		(i) 	
      any material change (actual, anticipated, contemplated,
      threatened, financial or otherwise) in the assets, liabilities (contingent
      or otherwise), business, affairs, operations or capital of the Corporation
      and its Subsidiary taken as a whole;

	 	 	 	 
	 		(ii) 	
      any material fact which has arisen or has been discovered
      and would have been required to have been stated in the Prospectus had the
      fact arisen or been discovered on, or prior to, the date of such
      documents;

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

	 	 	 	 
	 		(iv) 	
      any material breach of any of the representations and
      warranties in subparagraph 4(c) and paragraph 7 hereof.

	 	 	 	 
	 	(b) 	
      The Corporation will comply with section 57 of the
      Securities Act (Ontario) and with the comparable provisions of the
      other Securities Laws, and the Corporation will prepare and file promptly
      any Supplementary Material which may be necessary and will otherwise
      comply with all legal requirements necessary to continue to qualify the
      Securities for distribution in each of the Qualifying
  Jurisdictions.

	 	 	 	 
	 	(c) 	
      In addition to the provisions of subparagraphs 5(a) and
      5(b) hereof, the Corporation shall in good faith discuss with the Agent
      any change, event or fact contemplated in subparagraphs 5(a) and 5(b) which is of
      such a nature that there is or could be reasonable doubt as to whether
      notice should be given to the Agent under subparagraph 5(a) hereof and
      shall consult with the Agent with respect to the form and content of any
      amendment or other Supplementary Material proposed to be filed by the
      Corporation, it being understood and agreed that no such amendment or
      other Supplementary Material shall be filed with any Securities Regulator
      prior to the review thereof by the Agent and the Agent’s counsel, acting
      reasonably.







- 14 -

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



6.               
Additional Covenants of the Corporation. The Corporation hereby covenants
to the Agent that the Corporation:

	 	(a) 	
      will advise the Agent, promptly after receiving notice
      thereof, of the time when the Final Prospectus and any Supplementary
      Material have been filed and receipts therefor have been obtained pursuant
      to the Passport System and will provide evidence reasonably satisfactory
      to the Agent of each such filing and copies of such receipts;

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

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

	 	 	 	 
	 		(ii) 	
      the institution, threatening or contemplation of any
      proceeding for any purposes contemplated in subparagraph (b)(i);

	 	 	 	 
	 		(iii) 	
      any order, ruling, or determination having the effect of
      suspending the sale or ceasing the trading in any securities of the
      Corporation (including the Securities) that has been issued by any
      Securities Regulator or the institution, threatening or contemplation of
      any proceeding for any such purposes; or

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







- 15 -

		
      (c) 
	except to the extent the Corporation participates
      in a merger, amalgamation or other form of business combination
      transaction which results in the Corporation ceasing to be a “reporting
      issuer”, will use its reasonable best efforts to maintain its status as a
      “reporting issuer” (or the equivalent thereof) not in default of the
      requirements of Securities Laws in each of the Qualifying Jurisdictions
      which have such a concept until the date which is two years following the
      Closing Date;
	 	 	 
		(d)	
      except to the extent the Corporation participates in a
      merger, amalgamation or other form of business combination transaction
      which results in the Corporation ceasing to be listed on the TSXV or the
      TSX, will use its reasonable best efforts to maintain the listing of the
      Common Shares on the TSXV or the TSX or such other recognized stock
      exchange or quotation system as the Agent may approve, acting reasonably,
      to the date that is two years following the Closing Date so long as the
      Corporation meets the minimum listing requirements of the TSXV, the TSX or
      such other exchange or quotation system; and

	 	 	 
		(e) 	
      will use the net proceeds of the offering of Securities
      contemplated herein in the manner and subject to the qualifications
      described in the Prospectus under the heading “Use of Proceeds”.

	 	 	 
	7. 	
      Representations and Warranties of the Corporation.
      The Corporation represents and warrants to the Agent that each of the
      following representations and warranties is true and correct on the date
      of this Agreement:

	 	 	 
		(a) 	
      Incorporation and Organization: Each of the
      Corporation and the Subsidiary has been duly incorporated, continued or
      formed, as the case may be, is organized and is a valid and subsisting
      corporation under the laws of its jurisdiction of existence and has all
      requisite corporate power and capacity to carry on its business as now
      conducted and to own or lease and operate the property and assets
      thereof.

	 	 	 
		(b) 	
      Extra-provincial Registration: Each of the
      Corporation and the Subsidiary is licensed, registered or qualified as an
      extra-provincial, foreign corporation or an extra-provincial partnership,
      as the case may be, in all jurisdictions where the character of the
      property or assets thereof owned or leased or the nature of the activities
      conducted by it make such licensing, registration or qualification
      necessary and is carrying on the business thereof in material compliance
      with all applicable laws, rules and regulations of each such
      jurisdiction.







- 16 -

	 	(c) 	
      Directors and Officers: To the knowledge of the
      Corporation, none of its directors or officers are currently, or have been
      in the past, subject to any order or ruling of any securities regulatory
      authority or stock exchange that currently prohibits, or has prohibited,
      such individual from acting as a director or officer of a public company
      or any company listed on a stock exchange.

	 	 	 
	 	(d) 	
      Authorized Capital: The Corporation is authorized
      to issue an unlimited number of Common Shares of which, as of the close of
      business on January 14, 2011, 130,199,272 Common Shares were issued and
      outstanding as fully paid and non-assessable shares.

	 	 	 
	 	(e) 	
      Capitalization: The Corporation has the duly
      authorized and validly issued outstanding capitalization as of September
      30, 2010 as set forth under the heading “Consolidated Capitalization” in
      the Final Prospectus.

	 	 	 
	 	(f) 	
      Listing: The Common Shares are listed and posted
      for trading on the TSX and the Corporation has made application so that at
      the time of issue of the Underlying Securities will have been
      conditionally approved for listing on the TSX, subject only to the Listing
      Conditions.

	 	 	 
	 	(g) 	
      Certain Securities Law Matters: The Corporation is
      a reporting issuer or the equivalent only in the Reporting Provinces and
      is not currently in default of any material requirement of the Securities
      Laws of any of such provinces.

	 	 	 
	 	(h) 	
      Market Stabilization: Neither the Corporation nor
      any affiliate of the Corporation has taken, nor will they take, directly
      or indirectly, any action designed to or which might reasonably be
      expected to cause or result in, or which has constituted or which might
      reasonably be expected to constitute, the stabilization or manipulation of
      the price of the Securities, the Common Shares or any security of the
      Corporation to facilitate the sale or resale of any of the
    Securities.

	 	 	 
	 	(i) 	
      Rights to Acquire Common Shares: As at January 11,
      2011, no Person has any agreement, option, right or privilege (whether
      pre-emptive, contractual or otherwise) capable of becoming an agreement
      for the purchase, acquisition, subscription for or issue of any of the
      unissued shares or other securities of the Corporation, except as
      disclosed in Schedule “B” hereto.

	 	 	 
	 	(j) 	
      Rights Plan: The directors of the Corporation have
      not adopted a shareholder rights plan or a similar plan and the
      Corporation is not party to what is commonly referred to as a shareholder
      rights plan agreement.

	 	 	 
	 	(k) 	
      No Pre-emptive Rights: The issue of the Securities
      and the Underlying Securities will not be subject to any pre-emptive right
      or other contractual right to purchase securities granted by the
      Corporation or to which the Corporation is
subject.







- 17 -

	 	(l) 	
      Transfer Agent: Computershare Investor Services
      Inc. has been appointed by the Corporation as the registrar and transfer
      agent for the Common Shares.

	 	 	 
	 	(m) 	
      Subsidiary: The Subsidiary is the only subsidiary
      of the Corporation. The Corporation does not beneficially own or exercise
      control or direction over 10% or more of the outstanding voting shares of
      any company that holds any assets or conducts any operations other than
      the Subsidiary.

	 	 	 
	 	(n) 	
      Ownership of Subsidiary: The Corporation is the
      recorded and beneficial owner of all of the equity interests of the
      Subsidiary, free and clear of any lien. All outstanding equity interests
      in the Subsidiary have been duly authorized and are validly issued, fully
      paid and non-assessable and are not subject to any pre- emptive rights. As
      of the date of this Agreement, there are no outstanding (i) securities of
      the Corporation or its Subsidiary convertible into or exchangeable for
      common shares or other voting securities or ownership interests in the
      Subsidiary, (ii) options, subscriptions, restricted shares, appreciation
      rights, “profits interests,” “phantom” units, warrants, calls, claims,
      rights of first refusal, rights (including pre-emptive rights),
      arrangements or other agreements or commitments to acquire from the
      Corporation or its Subsidiary, or obligations of the Corporation or its
      Subsidiary to issue, any equity interests, common shares, voting
      securities or other ownership interests in (or securities convertible into
      or exchangeable for common shares or voting securities or other ownership
      interests in) the Subsidiary, (iii) obligations of the Corporation or its
      Subsidiary to grant, extend or enter into any subscription, warrant,
      right, convertible or exchangeable security or other similar agreement or
      commitment relating to the issuance of any common shares, equity interest,
      voting securities or other ownership interests in the Subsidiary (the
      items in clauses (i), (ii) and (iii), together with the equity securities
      of such Subsidiary, being referred to collectively as “Subsidiary
      Securities”), or (iv) obligations of the Corporation or its Subsidiary
      to make any payment directly or indirectly based (in whole or in part) on
      the value of any equity securities of the Subsidiary. There are no
      outstanding obligations, commitments or arrangements, contingent or
      otherwise, of the Corporation or its Subsidiary to purchase, redeem or
      otherwise acquire any outstanding Subsidiary Securities. There are no
      voting trusts or shareholder agreements, proxies or other agreements or
      understandings to which the Corporation is a party with respect to the
      voting of equity securities or any ownership interests in the Subsidiary
      or agreements or understandings relating to the sale or transfer
      (including agreements imposing transfer restrictions) of the ownership
      interests in the Subsidiary.

	 	 	 
	 	(o) 	
      Issue of Securities: All necessary corporate
      action has been taken to authorize the issue and sale of, and the delivery
      of certificates representing, the Securities and the Broker Warrants and,
      upon payment of the requisite consideration therefor, as applicable, the
      Underlying Securities, the Optioned Securities and the
  Broker Warrants will be validly issued as fully paid and
      non-assessable securities of the Corporation and such Unit Shares,
      Optioned Shares and, when paid for, Warrant Shares and the Broker Shares,
      when issued, will be validly issued as fully paid and non-assessable
      securities of the Corporation.







- 18 -

	 	(p) 	
      Consents, Approvals and Conflicts: None of the
      offering and sale of the Securities, the creation and issuance of the
      Underlying Securities, the execution and delivery of this Agreement or the
      Prospectus, the compliance by the Corporation with the provisions of this
      Agreement or the consummation of the transactions contemplated herein and
      therein including, without limitation, the issue of the Securities and of
      the Underlying Securities upon the terms and conditions as set forth
      herein, does not (i) subject to compliance by the Agent with the
      provisions of this Agreement, require the consent, approval,
      authorization, order or agreement of, or registration or qualification
      with, any governmental agency, body or authority, court, stock exchange,
      securities regulatory authority or other Person, except (A) such as have
      been, or will by the Closing Date, be obtained, or (B) such as may be
      required under the Securities Laws of any of the Qualifying Jurisdictions
      and the policies of the TSX and will be obtained by the Closing Date, or
      (ii) conflict with or result in any breach or violation of any of the
      provisions of, or constitute a default under, any indenture, mortgage,
      deed of trust, lease or other agreement or instrument to which the
      Corporation or the Subsidiary is a party or by which any of them or any of
      the properties or assets thereof is bound, or the articles or by-laws or
      any other constating document of the Corporation or the Subsidiary or any
      resolution passed by the directors (or any committee thereof) or
      shareholders of the Corporation or the Subsidiary, or any statute or any
      judgment, decree, order, rule, policy or regulation of any court,
      governmental authority, arbitrator, stock exchange or securities
      regulatory authority applicable to the Corporation or the Subsidiary or
      any of the properties or assets thereof which would reasonably be expected
      to have a Material Adverse Effect on the Corporation or the
    Subsidiary.

	 	 	 
	 	(q) 	
      Authority and Authorization: The Corporation has
      all requisite corporate power and capacity to enter into this Agreement
      and to do all acts and things and execute and deliver all documents as are
      required hereunder and thereunder to be done, observed, performed or
      executed and delivered by it in accordance with the terms hereof and
      thereunder and the Corporation has taken all necessary corporate action to
      authorize the execution, and delivery of, and performance of its
      obligations under this Agreement and to observe and perform its
      obligations under this Agreement in accordance with the provisions hereof
      and thereof including, without limitation, the issue of the Securities,
      the issue of the Unit Shares and Warrants upon the terms and conditions
      set forth herein and the issue of the Warrant Shares for the consideration
      and upon the terms and conditions set forth in the certificates
      representing the Warrants.







- 19 -

	 	(r) 	
      Validity and Enforceability: This Agreement has
      been or will be authorized, executed and delivered by the Corporation and
      constitutes or will constitute a valid and legally binding obligation of
      the Corporation enforceable against the Corporation in accordance with the
      terms hereof or thereof, except in any case as enforcement hereof may be
      limited by bankruptcy, insolvency, reorganization, moratorium and other
      laws relating to or affecting the rights of creditors generally and except
      as limited by the application of equitable principles when equitable
      remedies are sought, and by the fact that rights to indemnity,
      contribution and waiver, and the ability to sever unenforceable terms, may
      be limited by applicable law.

	 	 	 
	 	(s) 	
      Public Disclosure: The Corporation is in
      compliance in all material respects with all its disclosure obligations
      under the Securities Laws of the Reporting Provinces (including, without
      limitation, all of its disclosure obligations pursuant to National
      Instrument 51-102 – Continuous Disclosure Obligations of the
      Canadian Securities Administrators and pursuant to National Instrument
      58-101 –

	 	 	 
	 		
      Disclosure of Corporate Governance Practices of
      the Canadian Securities Administrators). Except as has been disclosed to
      the Agent, each of the Disclosure Documents was, as of the date thereof,
      in compliance in all material respects with the Securities Laws of the
      Reporting Provinces and did not contain any untrue statement of a material
      fact or omit to state a material fact required to be stated therein or
      necessary to make the statements therein, in light of the circumstances
      under which they were made, not misleading and such documents collectively
      constitute full, true and plain disclosure of all material facts relating
      to the Corporation and did not as at the date thereof contain any untrue
      statement of a material fact or omit to state a material fact required to
      be stated therein or necessary to make the statements therein, in light of
      the circumstances under which they were made, not misleading, as of the
      date hereof. There is no fact known to the Corporation which the
      Corporation has not publicly disclosed which materially adversely affects,
      or so far as the Corporation can reasonably foresee, will materially
      adversely affect, the assets, liabilities (contingent or otherwise),
      capital, affairs, business, prospects, operations or condition (financial
      or otherwise) of the Corporation or the ability of the Corporation to
      perform its obligations under this Agreement.

	 	 	 
	 	(t) 	
      Disclosure of Relationships: No relationship,
      direct or indirect, exists between or among the Corporation, on the one
      hand, and the current or prior directors, officers, shareholders,
      customers or suppliers of the Corporation, on the other hand, which is
      required to be described in the Prospectus that is not so
  described.

	 	 	 
	 	(u) 	
      No Cease Trade Order: No order preventing, ceasing
      or suspending trading in any securities of the Corporation or prohibiting
      the issue and sale of securities by the Corporation has been issued and no
      proceedings for either of such purposes have been instituted and are currently outstanding or, to
      the knowledge of the Corporation, are pending, contemplated or
      threatened.







- 20 -

	 	(v) 	
      Accounting Controls: The Corporation maintains a
      system of internal accounting controls sufficient to provide reasonable
      assurance: (i) that transactions are completed in accordance with the
      general or a specific authorization of management and directors of the
      Corporation; (ii) that transactions are recorded as necessary to permit
      the preparation of consolidated financial statements for the Corporation
      in conformity with Canadian GAAP and to maintain asset accountability;
      (iii) that access to assets of the Corporation and the Subsidiary is
      permitted only in accordance with the general or a specific authorization
      of management and directors of the Corporation; (iv) that the recorded
      accountability for assets of the Corporation and the Subsidiary is
      compared with the existing assets of the Corporation and the Subsidiary at
      reasonable intervals and appropriate action is taken with respect to any
      differences therein; and (v) regarding the prevention or timely detection
      of unauthorized acquisition, use or disposition of the Corporation’s
      assets that could have a material effect on its Financial
    Statements.

	 	 	 
	 	(w) 	
      Financial Statements: Each of the Corporation’s
      audited financial statements for the fiscal year ended December 31, 2009
      (the “Audited Financial Statements”) and all notes thereto, the
      unaudited interim financial statements of the Corporation for the three
      and nine month period ended September 30, 2010 and the notes thereto, to
      the knowledge of the Corporation, (i) comply as to form in all material
      respects with the requirements of the applicable Securities Laws of each
      of the Reporting Provinces, (ii) present fairly, in all material respects,
      the financial position, the results of operations and cash flows and the
      shareholders’ equity and other information purported to be shown therein
      at the respective dates and for the respective periods to which they
      apply, (iii) such Financial Statements have been prepared in conformity
      with Canadian GAAP or U.S. GAAP, consistently applied throughout the
      period covered thereby, and all adjustments necessary for a fair
      presentation of the results for such periods have been made in all
      material respects, and (iv) contain and reflect adequate provision or
      allowance for all reasonably anticipated liabilities, expenses and losses
      of the Corporation and, except as disclosed in the Disclosure Documents,
      there has been no change in accounting policies or practices of the
      Corporation since September 30, 2010.

	 	 	 
	 	(x) 	
      Auditors: The Corporation’s Auditors who audited
      the Audited Financial Statements and who provided their audit report
      thereon are independent public accountants as required under applicable
      Securities Laws of the Reporting Provinces and there has not, during the
      last two financial years, been a reportable disagreement (within the
      meaning of National Instrument 51-102 – Continuous Disclosure
      Obligations) between the Corporation and any such
  auditor.







- 21 -

	 	(y) 	
      Audit Committee: The audit committee of the
      Corporation is comprised and operates in accordance with the requirements
      of Multilateral Instrument 52-110 – Audit Committees of the
      Canadian Securities Administrators.

	 	 	 	 
	 	(z) 	
      Off-Balance Sheet Arrangements: The Corporation
      has no Off-Balance Sheet Arrangements.

	 	 	 	 
	 	(aa) 	
      Changes in Financial Position: Other than as
      disclosed in the Disclosure Documents, since September 30, 2010, none
      of:

	 	 	 	 
	 		(i) 	
      the Corporation or the Subsidiary has paid or declared
      any dividend or incurred any material capital expenditure or made any
      commitment therefor;

	 	 	 	 
	 		(ii) 	
      the Corporation or the Subsidiary has incurred any
      obligation or liability, direct or indirect, contingent or otherwise which
      would reasonably be expected to have a Material Adverse Effect on the
      Corporation or the Subsidiary; and

	 	 	 	 
	 		(iii) 	
      the Corporation or the Subsidiary has entered into any
      material transaction.

	 	 	 	 
	 	(bb) 	
      Insolvency: Neither the Corporation nor the
      Subsidiary has committed an act of bankruptcy or sought protection from
      the creditors thereof before any court or pursuant to any legislation,
      proposed a compromise or arrangement to the creditors thereof generally,
      taken any proceeding with respect to a compromise or arrangement, taken
      any proceeding to be declared bankrupt or wound up, taken any proceeding
      to have a receiver appointed of any of the assets thereof or, to the
      knowledge of the Corporation, had any Person holding any encumbrance,
      lien, charge, hypothec, pledge, mortgage, title retention agreement or
      other security interest or receiver take possession of any of the property
      thereof or had any petition for a receiving order in bankruptcy filed
      against it.

	 	 	 	 
	 	(cc) 	
      No Contemplated Changes: Except as disclosed in
      the Disclosure Documents, none of the Corporation or the Subsidiary has
      approved or has entered into any agreement in respect of:

	 	 	 	 
	 		(i) 	
      other than in the ordinary course of business, the
      purchase of any material property or assets or any interest therein or,
      other than as disclosed in the Disclosure Documents, the sale, transfer or
      other disposition of any property or assets or any interest therein
      currently owned, directly or indirectly, by the Corporation or the
      Subsidiary whether by asset sale, transfer of shares or otherwise;
    or







- 22 -

	 		(ii) 	
      the change of control (by sale or transfer of shares or
      sale of all or substantially all of the property and assets of the
      Corporation or the Subsidiary or otherwise) of the Corporation or the
      Subsidiary.

	 	 	 	 
	 	(dd) 	
      Taxes and Tax Returns: The Corporation and the
      Subsidiary has filed in a timely manner all necessary tax returns and
      notices and has paid all applicable taxes of whatsoever nature for all tax
      years prior to the date hereof to the extent that such taxes have become
      due or have been alleged to be due and none of the Corporation or the
      Subsidiary is aware of any tax deficiencies or interest or penalties
      accrued or accruing, or alleged to be accrued or accruing, thereon where,
      in any of the above cases, it would reasonably be expected to have a
      Material Adverse Effect on the Corporation or the Subsidiary and there are
      no agreements, waivers or other arrangements providing for an extension of
      time with respect to the filing of any tax return by any of them or the
      payment of any material tax, governmental charge, penalty, interest or
      fine against any of them. To the knowledge of the Corporation, there are
      no material actions, suits, proceedings, investigations or claims now
      threatened or, to the knowledge of the Corporation, pending against the
      Corporation or the Subsidiary which would reasonably be expected to result
      in a Material Adverse Effect on the Corporation or the Subsidiary or any
      matters under discussion with any Governmental Authority relating to
      taxes, governmental charges, penalties, interest, fines, assessments or
      reassessments asserted by any such authority and the Corporation and the
      Subsidiary has withheld (where applicable) from each payment to each of
      the present and former officers, directors, employees and consultants
      thereof the amount of all taxes and other amounts, including, but not
      limited to, income tax and other deductions, required to be withheld
      therefrom, and has paid the same or will pay the same when due to the
      proper tax or other receiving authority within the time required under
      applicable tax legislation.

	 	 	 	 
	 	(ee) 	
      Compliance with Laws, Licenses and Permits: The
      Corporation and the Subsidiary has conducted and is conducting the
      business thereof in compliance in all material respects with all
      applicable laws, rules, regulations, tariffs, orders and directives of
      each jurisdiction in which it carries on business and possesses all
      material approvals, consents, certificates, registrations, authorizations,
      permits and licenses issued by the appropriate provincial, state,
      municipal, federal or other regulatory agency or body necessary to carry
      on the business currently carried on by it, is in compliance in all
      material respects with the terms and conditions of all such approvals,
      consents, certificates, authorizations, permits and licenses and with all
      laws, regulations, tariffs, rules, orders and directives material to the
      operations thereof, and none of the Corporation or the Subsidiary has
      received any notice of the modification, revocation or cancellation of, or
      any intention to modify, revoke or cancel or any proceeding relating to
      the modification, revocation or cancellation of any such approval,
      consent, certificate, authorization, permit or license which, singly or in
      the aggregate, if the subject of an unfavourable decision, order, ruling or
      finding, would reasonably be expected to have a Material Adverse Effect on
      the Corporation or the Subsidiary.







- 23 -

	 	(ff) 	
      Unlawful Use of Corporate Funds: None of the
      Corporation nor to the knowledge of the Corporation any other Person
      associated with or acting on behalf of the Corporation including, without
      limitation, any director, officer, or employee of the Corporation (i) used
      any corporate funds for unlawful contributions, gifts, entertainment or
      other unlawful expenses relating to political activity; (ii) made any
      unlawful payment to foreign or domestic government officials or employees
      or to foreign or domestic political parties or campaigns from corporate
      funds; (iii) violated any provision of the Corruption of Foreign Public
      Officials Act with respect to corporate funds; or (iv) made any other
      unlawful payment with respect to corporate funds.

	 	 	 
	 	(gg) 	
      No Violation of Constating Documents: None of the
      Corporation or any Subsidiary is in violation of any term of any
      constating document thereof. Neither the Corporation nor the Subsidiary is
      in violation of any term or provision of any agreement, indenture or other
      instrument applicable to it which would reasonably be expected to result
      in any Material Adverse Effect on the Corporation or the Subsidiary,
      neither the Corporation nor the Subsidiary is in default in the payment of
      any material obligation owed which is now due, if any, and there is no
      action, suit, proceeding or investigation commenced, threatened or, to the
      knowledge of the Corporation after due inquiry, pending which, either in
      any case or in the aggregate, would reasonably be expected to result in
      any Material Adverse Effect on the Corporation or the Subsidiary or in any
      of their respective properties or assets or in any material liability on
      the part of the Corporation or the Subsidiary or which places, or could
      reasonably be expected to place, in question the validity or
      enforceability of this Agreement or any document or instrument delivered,
      or to be delivered, by the Corporation pursuant hereto.

	 	 	 
	 	(hh) 	
      Owner of Property: Each of the Corporation and the
      Subsidiary, as applicable, is the absolute legal and beneficial owner of,
      and has good and marketable title to or a valid leasehold interest in the
      Copperstone Project and all of its other material properties or assets as
      described in the Disclosure Documents, free of all mortgages, liens,
      charges, pledges, security interests, encumbrances, claims or demands
      whatsoever, other than those described in the Disclosure Documents, and no
      other material property rights are necessary for the conduct of the
      business of the Corporation or the Subsidiary, as currently conducted;
      neither the Corporation nor the Subsidiary knows of any material claim or
      the basis for any material claim that could reasonably be expected to
      adversely affect the right thereof to use, transfer or otherwise exploit
      such property rights, except as disclosed in the Disclosure Documents; and
      neither the Corporation nor the Subsidiary has any current responsibility or obligation
      to pay any outstanding material commission, royalty, licence fee or
      similar payment to any Person with respect to the property rights thereof
      except pursuant to applicable legislation or as has been disclosed in the
      Disclosure Documents.







- 24 -

	 	(ii) 	
      Mineral Rights: The Corporation or the Subsidiary
      holds freehold title, leases, licences, mining claims or other
      conventional property, proprietary or contractual interests or rights,
      recognized in the jurisdiction in which the Copperstone Project is
      located, under valid, subsisting and enforceable title documents or other
      recognized and enforceable agreements or instruments, sufficient to permit
      the Corporation or the Subsidiary to explore or exploit (as the case may
      be) the minerals relating thereto, the property, leases or claims and all
      property, leases or claims in which the Corporation or the Subsidiary has
      any interest or right have been validly applied for and, if issued, to the
      knowledge of the Corporation, issued in accordance with all applicable
      laws and are valid and subsisting, the Corporation and the Subsidiary have
      all necessary surface rights, access rights and other necessary rights and
      interests relating to the Copperstone Project, granting the Corporation
      and the Subsidiary the right and ability to explore, exploit and mine the
      mineral resources as are appropriate in view of the rights and interest
      therein of the Corporation or the Subsidiary and the current state of
      exploration, with only such exceptions as do not materially interfere with
      the use made by the Corporation or the Subsidiary of the rights or
      interests so held and each of the proprietary interests or rights and each
      of the documents, agreements, leases, instruments and obligations relating
      thereto referred to above is currently in good standing in the name of the
      Corporation or the Subsidiary.

	 	 	 
	 	(jj) 	
      Due Diligence Sessions: The responses provided by
      the Corporation at the Due Diligence Sessions were true and correct in all
      material respects as at the date thereof, and continue to be true and
      correct in all material respects as at the date hereof, and, to the
      knowledge of the Corporation, such responses taken as a whole did not, and
      do not now, omit any fact or information necessary to make any of the
      responses not misleading in light of the circumstances in which such
      responses were given to the extent that such responses reflect the opinion
      or view of the Corporation or its directors or officers, such opinions or
      views were honestly held at the time they were given;

	 	 	 
	 	(kk) 	
      Property Agreements: Any and all of the agreements
      and other documents and instruments pursuant to which the Corporation or
      the Subsidiary holds the Copperstone Project (including any interest in,
      or right to earn an interest therein), are valid and subsisting
      agreements, documents or instruments in full force and effect, enforceable
      in accordance with terms thereof (subject to customary qualifications and
      exceptions), neither the Corporation nor the Subsidiary is in default of
      any of the material provisions of any such agreements, documents or
      instruments nor, to the knowledge of the Corporation, is any
  such default currently being alleged, and such properties and
      assets are in good standing in all material respects under the applicable
      statutes and regulations of the jurisdictions in which they are situated,
      all leases, licences and claims pursuant to which the Corporation or the
      Subsidiary derives the interests thereof in such property and assets are
      in good standing and, to the knowledge of the Corporation, there has been
      no material default under any such lease, licence or claim and all taxes
      required to be paid with respect to such properties and assets to the date
      hereof have been paid. The Copperstone Project (or any interest therein,
      or right to earn an interest therein) is not subject to any right of first
      refusal or purchase or acquisition right which is not disclosed in the
      Disclosure Documents.







- 25 -

	 	(ll) 	
      Legislation: The Corporation is not aware of any
      legislation, or proposed legislation published by a legislative body,
      which it anticipates would reasonably be expected to have a Material
      Adverse Effect on the Corporation or the Subsidiary.

	 	 	 	 
	 	(mm) 	
      Technical Disclosure:

	 	 	 	 
	 		(i) 	
      To the knowledge of the Corporation (i) the Copperstone
      Technical Report complies in all material respects with the requirements
      of NI 43- 101 at the time of filing thereof and the Copperstone Technical
      Report reasonably presented the quantity of mineral resources attributable
      to the properties evaluated therein as at the date stated therein based
      upon information available at the time the Copperstone Technical Report
      was prepared; and (ii) the Corporation made available to the authors of
      the Copperstone Technical Report, prior to the issuance thereof, for the
      purpose of preparing such report, all information requested by them, and
      none of such information contained any misrepresentation (as defined under
      Canadian Securities Laws) at the time such information was so
    provided;

	 	 	 	 
	 		(ii) 	
      All of the material assumptions underlying the resource
      estimates in the Copperstone Technical Report are, to the knowledge of the
      Corporation, reasonable and appropriate and the estimates of resources as
      described in the Disclosure Documents and the Prospectus comply in all
      material respects with Applicable Securities Laws, subject to current
      technical reports superceding prior reports. The information set forth in
      the Disclosure Documents and the Prospectus relating to mineral resources
      required to be disclosed therein pursuant to Applicable Securities Laws
      has been prepared by the Corporation and its consultants in accordance
      with methods generally applied in the mining industry and conforms, in all
      material respects, to the requirements of Applicable Securities Laws;
      and







- 26 -

	 		(iii) 	
      The Corporation is in compliance in all material respects
      with the provisions of NI 43-101 and has filed all technical reports
      required thereby and there has been no change in respect thereof that
      would require the filing by the Corporation of a new technical report
      under NI 43-101.

	 	 	 	 
	 	(nn) 	
      No Defaults: Neither the Corporation nor the
      Subsidiary is in default of any material term, covenant or condition under
      or in respect of any judgement, order, agreement or instrument to which it
      is a party or to which it or any of the property or assets thereof are or
      may be subject, and no event has occurred and is continuing, and no
      circumstance exists which has not been waived, which constitutes a default
      in respect of any commitment, agreement, document or other instrument to
      which the Corporation or the Subsidiary is a party or by which it is
      otherwise bound entitling any other party thereto to accelerate the
      maturity of any material amount owing thereunder or which would reasonably
      be expected to have a Material Adverse Effect on the Corporation or the
      Subsidiary.

	 	 	 	 
	 	(oo) 	
      Compliance with Employment Laws: Each of the
      Corporation and the Subsidiary is in compliance in all material respects
      with all laws and regulations respecting employment and employment
      practices, terms and conditions of employment, pay equity and wages,
      except where such non-compliance would not constitute an adverse material
      fact concerning the Corporation or the Subsidiary or would reasonably be
      expected to have a Material Adverse Effect to the Corporation or the
      Subsidiary, and has not and is not engaged in any unfair labour practice,
      there is no labour strike, dispute, slowdown, stoppage, complaint or
      grievance pending or, to the knowledge of the Corporation, threatened
      against the Corporation or the Subsidiary, no union representation
      question exists respecting the employees of the Corporation or the
      Subsidiary and no collective bargaining agreement is in place or currently
      being negotiated by the Corporation or the Subsidiary, neither the
      Corporation nor the Subsidiary has received any notice of any unresolved
      matter and there are no outstanding orders under any employment or human
      rights legislation in any jurisdiction in which the Corporation or the
      Subsidiary carries on business or has employees, other than as disclosed
      in the Disclosure Documents, no employee has any agreement as to the
      length of notice required to terminate his or her employment with the
      Corporation or the Subsidiary in excess of 24 months or equivalent
      compensation and all benefit and pension plans of the Corporation or the
      Subsidiary are funded in accordance with applicable laws and no past
      service funding liability exist thereunder.

	 	 	 	 
	 	(pp) 	
      Employee Plans: 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, pension, incentive or otherwise contributed to, or
      required to be contributed to, by the Corporation or the Subsidiary for
      the benefit of any current or former officer, director, employee or
      consultant of the Corporation has been maintained in material compliance
      with the terms thereof and with the requirements prescribed by any and all
      statutes, orders, rules, policies and regulations that are applicable to
      any such plan.







- 27 -

	 	(qq) 	
      Accruals: All material accruals for unpaid
      vacation pay, premiums for unemployment insurance, health premiums,
      federal or provincial pension plan premiums, accrued wages, salaries and
      commissions and payments for any plan for any officer, director, employee
      or consultant of the Corporation or the Subsidiary have been accurately
      reflected in the books and records of the Corporation.

	 	 	 	 
	 	(rr) 	
      Work Stoppage: There has not been, and there is
      not currently, any labour stoppage which is having a Material Adverse
      Effect or would reasonably be expected to have a Material Adverse Effect
      on the conduct of the business of the Corporation or the
  Subsidiary.

	 	 	 	 
	 	(ss) 	
      Environmental Compliance: Except as disclosed in
      the Disclosure Documents:

	 	 	 	 
	 		(i) 	
      to the knowledge of the Corporation, the property, assets
      and operations of the Corporation and the Subsidiary comply in all
      material respects with all applicable Environmental Laws (which term means
      and includes, without limitation, any and all applicable federal,
      provincial, municipal or local laws, statutes, regulations, treaties,
      orders, judgments, decrees, ordinances, official directives and all
      authorizations relating to the environment, occupational health and
      safety, or any Environmental Activity (which term means and includes,
      without limitation, any past or present activity, event or circumstance in
      respect of a Contaminant (which term means and includes, without
      limitation, any pollutants, dangerous substances, liquid wastes, hazardous
      wastes, hazardous materials, hazardous substances or contaminants or any
      other matter including any of the foregoing, as defined or described as
      such pursuant to any Environmental Law), including, without limitation,
      the storage, use, holding, collection, purchase, accumulation, assessment,
      generation, manufacture, construction, processing, treatment,
      stabilization, disposition, handling or transportation thereof, or the
      release, escape, leaching, dispersal or migration thereof into the natural
      environment, including the movement through or in the air, soil, surface
      water or groundwater);

	 	 	 	 
	 		(ii) 	
      each of the Corporation and the Subsidiary have 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 by the Corporation and the
      Subsidiary, and each Environmental Permit is valid, subsisting and in good
      standing and, to the knowledge of the Corporation, neither the Corporation
      nor the Subsidiary is in material default or breach of any Environmental
      Permit and, to the knowledge of the Corporation, no proceeding is pending
      or threatened to revoke or limit any Environmental Permit;







- 28 -

	 	(iii) 	
      the Corporation and the Subsidiary do not have any
      knowledge of, and have not received any notice of, any material claim,
      judicial or administrative proceeding, pending or threatened against, or
      which may affect, either the Corporation or the Subsidiary or any of the
      property, assets or operations thereof, relating to, or alleging any
      violation of any Environmental Laws, the Corporation is not aware of any
      facts which could give rise to any such claim or judicial or
      administrative proceeding and to the knowledge of the Corporation, neither
      the Corporation nor the Subsidiary nor any of the property, assets or
      operations thereof is the subject of any investigation, evaluation, audit
      or review by any Governmental Authority to determine whether any violation
      of any Environmental Laws has occurred or is occurring or whether any
      remedial action is needed in connection with a release of any Contaminant
      into the environment, except for compliance investigations conducted in
      the normal course by any Governmental Authority;

	 	 	 
	 	(iv) 	
      none of the Corporation or the Subsidiary has any
      material liability (whether contingent or otherwise) in connection with
      any Environmental Activity and, to the knowledge of the Corporation, no
      notice has been given under any federal, state, provincial or local law or
      of any material liability (whether contingent or otherwise) with respect
      to any Environmental Activity relating to or affecting the Corporation or
      the Subsidiary or the property, assets, business or operations
    thereof;

	 	 	 
	 	(v) 	
      except in the ordinary course of business and in
      comlpaince with applicable regulations, the Corporation and the Subsidiary
      do not knowingly store any hazardous or toxic waste or substance on the
      property comprising the Copperstone Project and have not disposed of any
      hazardous or toxic waste on such property, in each case in a manner
      contrary to any Environmental Laws, and there are no Contaminants on any
      of the premises at which the Corporation or the Subsidiary carries on
      business, in each case other than in compliance with Environmental Laws;
      and







- 29 -

	 		(vi) 	
      to the knowledge of the Corporation, the Corporation and
      the Subsidiary are not subject to any material contingent or other
      material liability relating to non-compliance with Environmental
    Law.

	 	 	 	 
	 	(tt) 	
      Review of Environmental Laws: In the ordinary
      course of its business, the Corporation periodically reviews the effect of
      Environmental Laws on the business, operations and properties of the
      Corporation, in the course of which the Corporation identifies and
      evaluates associated costs and liabilities (including, without limitation,
      any capital or operating expenditures required for clean-up, closure of
      properties or compliance with Environmental Laws, or any permit, license
      or approval, any related constraints on operating activities and any
      potential liabilities to third parties).

	 	 	 	 
	 	(uu) 	
      No Litigation: Except as disclosed in the
      Disclosure Documents, there are no actions, suits, proceedings, inquiries
      or investigations existing, pending or, to the knowledge of the
      Corporation after due inquiry, threatened against any of the property or
      assets thereof, at law or equity, or before or by any court, federal,
      provincial, state, municipal or other governmental department, commission,
      board, bureau, agency or instrumentality, domestic or foreign, which may
      in any way materially adversely affect the condition (financial or
      otherwise), capital, property, assets, operations or business of the
      Corporation or the Subsidiary or the ability of any of them to perform the
      obligations thereof and none of the Corporation or the Subsidiary is
      subject to any judgement, order, writ, injunction, decree, award, rule,
      policy or regulation of any Governmental Authority, which, either
      separately or in the aggregate, would reasonably be expected to result in
      a Material Adverse Effect on the Corporation or the Subsidiary operations
      or business of the Corporation or the Subsidiary or the ability of the
      Corporation to perform its obligations under this Agreement.

	 	 	 	 
	 	(vv) 	
      Intellectual Property: The Corporation or the
      Subsidiary owns or possesses adequate enforceable rights to use all
      trademarks, copyrights and trade secrets used in the conduct of the
      business thereof and, to the knowledge of the Corporation neither the
      Corporation nor the Subsidiary is infringing upon the rights of any other
      Person with respect to any such trademarks, copyrights or trade secrets
      and no other Person has infringed any such trademarks, copyrights or trade
      secrets.

	 	 	 	 
	 	(ww) 	
      Non-Arm's Length Transactions: Except as disclosed
      in the Disclosure Documents, neither the Corporation nor the Subsidiary
      owes any amount to, nor has the Corporation or the Subsidiary any present
      loans to, or borrowed any amount from or is otherwise indebted to, any
      officer, director, employee or securityholder of any of them or any Person
      not dealing at "arm's length" (as such term is defined in the Income
      Tax Act (Canada)) with any of them except for employee reimbursements
      and compensation paid or other advances of funds in the ordinary and
      normal course of the business of the Corporation or
the Subsidiary. Except employee or consulting arrangements
      made in the ordinary and normal course of business, neither the
      Corporation nor the Subsidiary is a party to any contract, agreement or
      understanding with any officer, director, employee or securityholder of
      any of them or any other Person not dealing at arm's length with the
      Corporation and the Subsidiary. No officer or employee of the Corporation
      or the Subsidiary and no Person which is an affiliate or associate of any
      of the foregoing Persons, owns, directly or indirectly, any interest
      (except for shares representing less than 5% of the outstanding shares of
      any class or series of any publicly traded company) in, or is an officer,
      director, employee or consultant of, any Person which is, or is engaged
      in, a business competitive with the business of the Corporation or the
      Subsidiary which would reasonably be expected to have a Material Adverse
      Effect on the ability to properly perform the services to be performed by
      such Person for the Corporation or the Subsidiary. To the knowledge of the
      Corporation, no officer, director, employee or securityholder of the
      Corporation or the Subsidiary has any cause of action or other claim
      whatsoever against, or owes any amount to, the Corporation or the
      Subsidiary except for claims in the ordinary and normal course of the
      business of the Corporation or the Subsidiary such as for accrued vacation
      pay or other amounts or matters which would not be material to the
      Corporation.







- 30 -

	 	(xx) 	
      Minute Books: Since December 1, 2009, and, to the
      knowledge of the Corporation for the period from inception to such date,
      the minute books of the Corporation and the Subsidiary, all of which have
      been or will be made available to the Agent or counsel to the Agent, are
      complete and accurate in all material respects, except for minutes of
      board meetings that have not been formally approved by the board of
      directors or items in the minute book that are not current, but which are
      not material in the context of the Corporation and the Subsidiary on a
      consolidated basis.

	 	 	 	 
	 	(yy) 	
      Material Contracts: The Prospectus describes and
      the Corporation has made available to the Agent true, correct and complete
      copies of (including all amendments or modifications to) each contract,
      agreement, commitment, arrangement, lease (including with respect to
      personal property) and other instruments to which the Corporation or its
      Subsidiary is a party or by which the Corporation, its Subsidiary or any
      of their respective properties or assets is bound, as of the date hereof,
      that, individually or together in a series of related
  instruments:

	 	 	 	 
	 		(i) 	
      are required to be filed by the Corporation as a
      “material contract” pursuant to section 12.2 of the National Instrument
      51-102 – Continuous Disclosure Obligations of the Canadian
      Securities Administrators;

	 	 	 	 
	 		(ii) 	
      contain covenants that limit in anything other than in a
      de minimis respect the ability of the Corporation or its Subsidiary
      to compete in any business or with any person or in any geographic area, or to sell
      any mineral or other product or to acquire any Person;







- 31 -

	 	(iii) 	
      relates to the formation, creation, operation, management
      or control of any partnership or joint venture with a third
  party;

	 	 	 
	 	(iv) 	
      relate to (A) indebtedness for borrowed money or the
      deferred purchase price of property, or (B) conditional sale arrangements,
      the sale, securitization or servicing of loans or loan portfolios, in each
      case in connection with which the aggregate actual or contingent
      obligations of the Corporation and its Subsidiary under such contract are
      greater than $500,000;

	 	 	 
	 	(v) 	
      that involve the acquisition, disposition or issuance,
      directly or indirectly, of assets (including the purchase, sale or lease
      of a mineral property) or equity interests of another Person or the
      Corporation or its Subsidiary for aggregate consideration under such
      contract in excess of $500,000 (other than acquisitions or dispositions of
      assets in the ordinary course of business);

	 	 	 
	 	(vi) 	
      provide for aggregate payment or receipt by the
      Corporation and its Subsidiary under such contract of more than $500,000
      over the remaining term of such contract, other than supply contracts
      entered into in the ordinary course;

	 	 	 
	 	(vii) 	
      obligate the Corporation or its Subsidiary to provide
      indemnification that would reasonably be expected to result in payments in
      excess of $1,000,000 other than ordinary course commercial agreements
      entered into consistent with past practice;

	 	 	 
	 	(viii) 	
      obligate the Corporation to make any capital commitment
      or expenditure (including pursuant to any exploration or development
      project or joint venture) outside of the expenditures set out in the
      Prospectus under the heading “Use of Proceeds”;

	 	 	 
	 	(ix) 	
      that contain restrictions with respect to the issue of
      securities of the Corporation or its Subsidiary;

	 	 	 
	 	(x) 	
      relate to any guarantee or assumption of other
      obligations or reimbursement of any maker of a letter of credit (with
      respect to any environmental bond or otherwise) or obligate the
      Corporation or its Subsidiary with respect to any of the foregoing;
    or

	 	 	 
	 	(xi) 	
      is or relates to a Collective Bargaining
  Agreement.







- 32 -

8.               
Representations and Warranties of the Agent. The Agent represents and
warranties to the Corporation that each of the following representations and
warranties is true and correct on the date of this Agreement and as at the
Closing Time:

	 	(a) 	
      Incorporation and organization: The Agent is a
      valid and subsisting corporation under the law of the jurisdiction in
      which it was incorporated and has good and sufficient power and authority
      to enter into this Agreement and complete the transactions under this
      Agreement on the terms and conditions set forth herein.

	 	 	 
	 	(b) 	
      Registration: The Agent is duly registered under
      the Applicable Securities Laws under a category that permits it to sell
      the Securities and Underlying Securities in the Qualifying
      Jurisdictions.

	 	 	 
	 	(c) 	
      Representation and Warranty on behalf of the
      Corporation: The Agent has not made any representation or warranty on
      behalf of the Corporation.



9.               
Closing Deliveries. The purchase and sale of the Securities shall be
completed at the Closing Time at the offices of McMillan LLP, Vancouver, British
Columbia, or at such other place as WWCM and the Corporation may agree. At or
prior to the Closing Time, the Corporation shall duly and validly deliver to the
Agent certificates in definitive form representing the Securities registered in
such names as the Agent shall notify the Corporation in writing not less than 48
hours prior to Closing Time, against payment by the Agent to the Corporation, or
as directed by the Corporation, in lawful money of Canada by wire transfer or,
if permitted by applicable law, by certified cheque or bank draft payable at par
in the City of Vancouver, British Columbia, of an amount equal to the aggregate
purchase price for the Securities being issued and sold hereunder and all of the
estimated out-of-pocket expenses of the Agent payable by the Corporation to the
Agent in accordance with paragraph 18 hereof.

10.            
Agent’s Obligation to Complete the Offering. The obligation of the Agent
to complete the Offering shall be subject to the satisfaction of each of the
following conditions (it being understood that the Agent may waive in whole or
in part or extend the time for compliance with any of such terms and conditions
without prejudice to their rights in respect of any other of the following terms
and conditions or any other or subsequent breach or non-compliance, provided
that to be binding on the Agent any such waiver or extension must be in writing
and signed by each of them): 

	 	(a) 	
      the Agent shall have received an opinion, dated as of the
      Closing Date and subject to customary qualifications, of McMillan LLP and
      of local counsel in each of the Qualifying Jurisdictions other than
      Ontario, British Columbia and Alberta (it being understood that such
      counsel may rely to the extent appropriate in the circumstances, (i) as to
      matters of fact, on certificates of the Corporation executed on its behalf
      by a senior officer of the Corporation and on certificates of
      Computershare Investor Services Inc., the transfer agent and registrar for
      the Corporation, as to the issued capital of the Corporation and a letter
      from the TSX as to the listing of the Underlying Securities; and (ii) as
      to matters of fact not independently established, on certificates of an
      officer of the Corporation, the Corporation’s
Auditors or a public official) with respect to the following matters:







- 33 -

	 	(i) 	
      the incorporation and subsistence of the Corporation
      under the laws of British Columbia and as to the corporate power of the
      Corporation to carry out its obligations under this Agreement, and to
      issue the Securities and the Underlying Securities;

	 	 	 
	 	(ii) 	
      the authorized and issued capital of the
    Corporation;

	 	 	 
	 	(iii) 	
      that the Corporation has taken all necessary corporate
      action to authorize the execution and delivery of this Agreement and the
      certificates representing the Securities and that each of this Agreement
      and each of the certificates representing Securities constitutes a legal,
      valid and binding obligation of the Corporation enforceable against the
      Corporation in accordance with its terms;

	 	 	 
	 	(iv) 	
      that the execution and delivery of this Agreement and the
      performance by the Corporation of its obligations hereunder does not and
      will not conflict with, result in a breach of or create a state of facts
      which, whether with or without the giving of notice or lapse of time or
      both, will (i) result in a breach or violation of any of the terms,
      conditions or provisions of the notice of articles or articles of the
      Corporation, or (ii) violate the provisions of any securities law,
      statute, rule or regulation to which the Corporation or the property or
      assets thereof is subject;

	 	 	 
	 	(v) 	
      that the Securities and the Underlying Securities have
      been duly authorized and validly allotted for issuance by the Corporation
      and such Unit Shares and when paid for, Warrant Shares, when issued, will
      be outstanding as fully paid and non-assessable shares;

	 	 	 
	 	(vi) 	
      that the attributes of the Securities and the Underlying
      Securities conform in all material respects with the description thereof
      contained in the Final Prospectus;

	 	 	 
	 	(vii) 	
      that all necessary corporate action has been taken by the
      Corporation to authorize the execution and delivery of the Preliminary
      Prospectus and the Final Prospectus and the filing of such documents as
      are required under Securities Laws in each of the Qualifying
      Jurisdictions;

	 	 	 
	 	(viii) 	
      that no consent, approval, authorization or order of or
      filing, registration or qualification with any court, governmental agency
      or body or regulatory authority having jurisdiction is required at this
      time for the execution and delivery by the Corporation of this Agreement
      and the performance of its obligations hereunder, except for such
      as have been made or obtained;







- 34 -

	 	(ix) 	
      that all approvals, permits, consents, orders and
      authorizations have been obtained, all necessary documents have been filed
      and all other legal requirements have been fulfilled under Securities Laws
      of the Qualifying Jurisdictions to qualify the issuance or distribution
      and sale of the Securities to the public in each of the Qualifying
      Jurisdictions and to permit the issuance, sale and delivery of such
      Securities to the public through dealers registered under the applicable
      laws of each of the Qualifying Jurisdictions who have complied with the
      relevant provisions of such laws and the terms of their
    registration;

	 	 	 
	 	(x) 	
      that the statements set forth in the Final Prospectus
      under the heading “Eligibility for Investment” in so far as they purport
      to describe the provisions of the laws referred to therein, are fair
      summaries of the matters discussed therein;

	 	 	 
	 	(xi) 	
      that the Underlying Securities issuable pursuant to the
      Securities have been conditionally approved for listing on the TSX subject
      only to the Listing Conditions;

	 	 	 
	 	(xii) 	
      that the Corporation is a reporting issuer in the
      Reporting Provinces; and

	 	 	 
	 	(xiii) 	
      as to such other matters as the Agent’s legal counsel may
      reasonably request prior to the Closing Time;




	 	(b) 	
      the Agent shall have received a legal opinion addressed
      to the Agent from McMillan LLP, United States counsel for the Corporation,
      dated as of the Closing Date, in form and substance satisfactory to the
      Agent, acting reasonably, to the effect that the offer and sale of the
      Securities are not required to be registered under the U.S. Securities
      Act. It being understood that such counsel need not express its opinion
      with respect to any subsequent resales;

	 	 	 
	 	(c) 	
      the Agent shall have received favourable legal opinions
      addressed to the Agent and the Agent’s counsel in form and substance
      satisfactory to the Agent’s counsel, acting reasonably, dated as of the
      Closing Date from counsel to the Corporation in Nevada as to the
      incorporation and subsistence of the Subsidiary, the corporate power and
      capacity of the Subsidiary to carry on its business as presently carried
      on and to own its assets and as to the registered ownership of the issued
      and outstanding securities of the Subsidiary;

	 	 	 
	 	(d) 	
      the Corporation will have caused a title opinion to be
      delivered by counsel satisfactory to the Agent, acting reasonably, in
      respect of the Copperstone Project in form and substance satisfactory to the Agent
      and Agent’s counsel, acting reasonably;







- 35 -

	 	(e) 	
      the Agent shall have received an incumbency certificate,
      dated as of the Closing Date, including specimen signatures of the Chief
      Executive Officer, the Chief Financial Officer and any other officer of
      the Corporation signing this Agreement or any document delivered
      hereunder;

	 	 	 	 
	 	(f) 	
      the Agent shall have received a certificate, dated as of
      the Closing Date, of the Chief Executive Officer and the Chief Financial
      Officer of the Corporation (or such other officer or officers of the
      Corporation acceptable to the Agent, acting reasonably), addressed to the
      Agent and its legal counsel to the effect that, to the best of their
      knowledge, information and belief, after due enquiry and without personal
      liability:

	 	 	 	 
	 		(i) 	
      the representations and warranties of the Corporation in
      this Agreement, including those arising as a result of the delivery of the
      Final Prospectus and any Supplementary Material, are true and correct in
      all material respects as if made at and as of the Closing Time and the
      Corporation has performed all covenants and agreements and satisfied all
      conditions on its part to be performed or satisfied in all material
      respects at or prior to the Closing Time;

	 	 	 	 
	 		(ii) 	
      no order, ruling or determination having the effect of
      suspending the sale or ceasing, suspending or restricting the trading of
      Common Shares in the Qualifying Jurisdictions has been issued or made by
      any stock exchange, securities commission or regulatory authority and is
      continuing in effect and no proceedings, investigations or enquiries for
      that purpose have been instituted or are pending;

	 	 	 	 
	 		(iii) 	
      other than as set out in the Disclosure Documents, no
      action, suit, proceeding or enquiry is outstanding, pending or threatened
      against or affecting the Corporation or the Subsidiary or to which any
      property or assets of the Corporation or the Subsidiary is subject, at law
      or in equity, or before or by any federal, provincial, state, municipal or
      other governmental department, commission, board, bureau, agency or
      instrumentality, domestic or foreign, which would reasonably be expected
      to be a Material Adverse Effect on the Corporation or the
    Subsidiary.

	 	 	 	 
	 		(iv) 	
      the notice of articles and articles of the Corporation
      delivered at Closing are full, true and correct copies, unamended, and in
      effect on the date thereof;







- 36 -

	 	(v) 	
      the minutes or other records of various proceedings and
      actions of the Corporation’s board of directors relating to the Offering
      and delivered at Closing are full, true and correct copies thereof and
      have not been modified or rescinded as of the date thereof; and

	 	 	 
	 	(vi) 	
      since the date of the Final Prospectus, there has been no
      Material Adverse Effect on the Corporation or the
  Subsidiary,




	 		
      and each such statement shall be true;

	 	 	 
	 	(g) 	
      the Agent shall have received a letter, dated as of the
      Closing Date, in form and substance satisfactory to the Agent, addressed
      to the Agent and the directors of the Corporation from the Corporation’s
      Auditors confirming the continued accuracy of the comfort letters to be
      delivered to the Agent pursuant to subparagraph 4(a)(iii) hereof with such
      changes as may be necessary to bring the information in such letter
      forward to a date not more than two Business Days prior to the Closing
      Date, which changes shall be acceptable to the Agent;

	 	 	 
	 	(h) 	
      the Unit Shares, the Optioned Shares, the Warrant Shares
      and any Common Shares underlying the Optioned Warrants shall have been
      approved for listing on the TSX, subject only to the official notices of
      issuance and fulfilment of the Listing Conditions;

	 	 	 
	 	(i) 	
      the Agent shall have conducted all due diligence
      inquiries and investigations and not identified any material adverse
      changes or misrepresentations or any items materially adversely affecting
      the Corporation’s affairs which exist as of the date hereof but which have
      not been widely disseminated to the public;

	 	 	 
	 	(j) 	
      the Agent shall have received a certificate of status in
      respect of the Corporation; and

	 	 	 
	 	(k) 	
      the Agent shall have received a certificate from
      Computershare Investor Services Inc. as to the number of Common Shares
      issued and outstanding as at a date no more than two Business Days prior
      to the Closing Date.



11.               
Purchases of Optioned Shares. The Agent's obligation to acquire the
Optioned Securities on the Option Closing Date (in the event that the
Over-Allotment Option is exercised by WWCM) for placement with substituted
purchasers shall be subject to the accuracy of the representations and
warranties of the Corporation contained in this Agreement as of the Option
Closing Date, to the accuracy of the statements of the officers of the
Corporation made in any of the certificates of the Corporation or the Subsidiary
furnished pursuant to the provisions hereof.

12.               
Restrictions on Further Issues or Sales. The Corporation agrees not to,
directly or indirectly, issue, sell, offer, grant an option or right in respect
of, or otherwise dispose of, or agree to or announce any intention to, issue,
sell, offer, grant an option or right in respect of, or otherwise dispose of,
any additional Common Shares or any securities convertible or exchangeable into Common Shares, other than pursuant to (i)
this Agreement; (ii) the grant or exercise of stock options and other similar
issuances pursuant to any stock option plan or similar share compensation
arrangements in place prior to the date hereof; (iii) the issuance of Common
Shares upon the exercise of convertible securities, warrants or options; or (iv)
pursuant to acquisition of shares or assets of arm's length persons which does
not result in a change of control of the Corporation for a period of 120 days
from the Closing Date without the prior written consent of the Agent, such
consent not to be unreasonably withheld.




- 37 -

13.               
All Terms to be Conditions. The Corporation agrees that the
conditions contained in paragraph 10 will be complied with insofar as the same
relate to acts to be performed or caused to be performed by the Corporation and
that it will use its commercially reasonable efforts to cause all such
conditions to be complied with. Any breach or failure to comply with any of the
conditions set out in paragraph 10 (except subparagraph 10(i)) shall entitle the
Agent to terminate its obligation to complete the Offering, by written notice to
that effect given to the Corporation at or prior to the Closing Time. It is
understood that the Agent may waive, in whole or in part, or extend the time for
compliance with, any of such terms and conditions without prejudice to the
rights of the Agent in respect of any such terms and conditions or any other or
subsequent breach or non-compliance, provided that to be binding on the Agent
any such waiver or extension must be in writing and signed by the Agent.

14.               
Termination Events. The Agent shall be entitled, at its sole option, to
terminate and cancel, without any liability on the part of the Agent, all of the
obligations thereof under this Agreement by notice in writing to that effect
delivered to the Corporation prior to or at the Closing Time if:

	 	(a) 	
      the Agent is not satisfied in its sole discretion, acting
      reasonably, with its due diligence review and investigations of the
      Corporation;

	 	 	 
	 	(b) 	
      there is, in the opinion of the Agent, acting reasonably,
      a material change or a change in any material fact or a new material fact
      shall arise which would be expected to have a Material Adverse Effect on
      the Corporation or on the market price or the value of the securities of
      the Corporation;

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

	 	 	 
	 	(d) 	
      there should develop, occur or come into effect any event
      of any nature, including without limitation, accident, act of terrorism,
      public protest, governmental law or regulation which in the sole opinion
      of the Agent, acting reasonably, adversely affects or may adversely affect
      the financial markets or the business, affairs, prospects or financial
      condition of the Corporation or its material properties or the market
      price or value of the Common Shares or the marketability of the
      Securities;







- 38 -

	 	(e) 	
      there is an enquiry or investigation (whether formal or
      informal) by any securities regulatory authority in relation to the
      Corporation or any one of their officers or directors, or any of its
      principal shareholders that, in the sole opinion of the Agent, acting
      reasonably, the commencement thereof materially adversely affects the
      trading of the Common Shares or distribution of the Securities or may have
      an impact on the market price or value of the Common Shares or the
      Securities;

	 	 	 
	 	(f) 	
      the Corporation is in breach of a material term of this
      Agreement, or any representation or warranty given by the Corporation in
      this Agreement becomes or is false in a material respect;

	 	 	 
	 	(g) 	
      the Agent becomes aware of, as a result of its due
      diligence review or otherwise, of any material adverse change, or an
      adverse change in any material fact, with respect to the Corporation (in
      the sole opinion of WWCM, acting reasonably) which has not been disclosed
      to WWCM prior to the date hereof; or

	 	 	 
	 	(h) 	
      both the Agent and the Corporation agree in writing to
      terminate this Agreement.



                 
    Upon the occurrence of any of the foregoing events, the
Agent shall be entitled to terminate and cancel its obligations to the
Corporation hereunder by written notice to that effect given to the Corporation
and WWCM prior to the Closing.

15.               
Survival of Representations and Warranties. All terms,
warranties, representations, covenants and agreements herein contained or
contained in any documents delivered pursuant to this Agreement and in
connection with the transactions herein contemplated shall survive the purchase
and sale of the Securities and will continue in full force and effect for the
benefit of the Agent and/or the Corporation, as the case may be, regardless of
any subsequent disposition of the Securities or any investigation by or on
behalf of the Agent with respect thereto for a period ending on the later of:
(a) the date that is two years following the Closing Date, and (b) the latest
date under applicable Securities Laws (non-residents of Canada being deemed to
be resident in the Province of British Columbia for such purposes) that an
action may be commenced or a right of rescission may be exercised with respect
to a misrepresentation contained in the Final Prospectus or, if applicable, any
Supplementary Material. The Agent will be entitled to rely on the
representations and warranties of the Corporation contained in this Agreement or
delivered pursuant to this Agreement notwithstanding any investigation, which
the Agent may undertake or which may be undertaken on the Agent’s behalf.

16.               
Indemnity.

	 	(a) 	
      The Corporation shall indemnify and save harmless the
      Agent, its affiliates and its directors, partners, officers and employees
      (the “Agent’s Personnel”), against all losses, claims, damages,
      liabilities, costs or expenses (other than loss
of profits) (other than with respect to
claims by the Corporation), whether joint or several, caused or incurred by
reason of or in connection with the Offering including, without limitation, the
following: 







- 39 -

	 	(i) 	
      any information or statement (except any information or
      statement relating solely to the Agent provided by the Agent) contained in
      the Offering Documents, which at the time and in light of the
      circumstances under which it was made contains or is alleged to contain a
      misrepresentation or any omission or any alleged omission to state therein
      any fact or information (except facts or information relating solely to
      the Agent provided by the Agent) required to be stated therein or
      necessary to make any of the statements therein not misleading in light of
      the circumstances in which they are made;

	 	 	 
	 	(ii) 	
      any order made or any inquiry, investigation or
      proceeding commenced or threatened by any securities regulatory authority,
      stock exchange or by any other competent authority, based upon any
      misrepresentation (as defined in the Securities Act (Ontario)) or
      alleged misrepresentation (except a misrepresentation relating solely to
      the Agent contained in information provided by the Agent) in the Offering
      Documents (except any document or material delivered or filed solely by
      the Agent) based upon any failure or alleged failure to comply with
      Securities Laws preventing and restricting the trading in or the sale of
      the Securities in the Qualifying Jurisdictions;

	 	 	 
	 	(iii) 	
      the non-compliance or alleged non-compliance by the
      Corporation with any requirement of applicable Securities Laws, including
      the Corporation’s non-compliance with any statutory requirement to make
      any document available for inspection; or

	 	 	 
	 	(iv) 	
      a material breach of any representation, warranty,
      undertaking or covenant of the Corporation contained in this Agreement or
      the failure of the Corporation to comply in all material respects with any
      of its obligations hereunder;




	 		
      and will reimburse the Agent promptly upon demand for any
      legal or other expenses reasonably incurred by them in connection with
      investigating or defending any such losses, claims, damages, liabilities
      or actions in respect thereof, as incurred, including, without limitation,
      expenses in connection with any regulatory procedures or
      investigations.

	 	 	 
	 	(b) 	
      The Corporation shall not, without the prior written
      consent of the Agent, which shall not be unreasonably withheld, settle or
      compromise or consent to the entry of any judgment in any pending or
      threatened claim, action, suit or proceeding in respect of which
      indemnification may be sought hereunder (whether or not
  the Agent or the Agent’s Personnel are a party to such claim,
      action, suit or proceeding), unless such settlement, compromise or consent
      includes an unconditional release of the Agent and the Indemnified Parties
      from all liability arising out of such claim, action, suit or proceeding
      (with no statement of any liability on the part of the Agent or any
      Indemnified Party, as defined below). Notwithstanding the foregoing, an
      Indemnifying Party shall not be liable for the settlement of any claim or
      action in respect of which indemnity may be sought hereunder effected
      without its written consent, which consent shall not be unreasonably
      withheld.







- 40 -

	 	(c) 	
      Notification of Claims. If any matter or thing
      contemplated by subparagraph 16(a) (any such matter or thing being
      referred to as a “Claim”) is asserted against any party in respect
      of which indemnification is or might reasonably be considered to be
      provided (an “Indemnified Party”), such Indemnified Party will
      notify the Corporation in writing as soon as possible after becoming aware
      of the nature of such Claim (but the omission or delay so to notify the
      Corporation of any potential Claim shall not relieve the Corporation from
      any liability which it may have to any Indemnified Party and any omission
      or delay so to notify the Corporation of any actual Claim shall affect the
      Corporation’s liability only to the extent that it is prejudiced by that
      omission or delay) and the Corporation shall be entitled (but not
      required) to participate in and, to the extent that it shall wish, to
      assume the defence of any suit brought to enforce such Claim; provided,
      however, that the defence shall be conducted through legal counsel
      acceptable to the Indemnified Party, acting reasonably, and that no
      settlement of any such Claim may be made by the Corporation or the
      Indemnified Party without the prior written consent of the other party,
      such consent not to be unreasonably withheld or delayed, and the
      Corporation shall not be liable for any settlement of any such Claim
      unless it has consented in writing to such settlement.

	 	 	 
	 	(d) 	
      Right of Indemnity in Favour of Others. With
      respect to any Indemnified Party who is not a party to this Agreement, the
      Agent shall obtain and hold the rights and benefits of this paragraph 16
      and paragraph 17 in trust for and on behalf of such Indemnified
    Party.

	 	 	 
	 	(e) 	
      Retaining Counsel. In any such Claim, the
      Indemnified Party shall have the right to retain other counsel to act on
      his or its behalf and to participate in the defence thereof, provided that
      the fees and disbursements of such counsel shall be paid by the
      Indemnified Party unless: (i) the Corporation and the Indemnified Party
      shall have mutually agreed to the retention of the other counsel; (ii) the
      Corporation fails to assume the defence of such Claim on behalf of the
      Indemnified Party within a reasonable time of receiving written notice to
      assume the defence of such Claim; or (iii) the named parties to any such
      Claim (including any added third party) include both the Indemnified Party
      and the Corporation and the Indemnified Party shall have been advised by
      counsel that representation of the Indemnified Party by counsel for the Corporation
      is inappropriate as a result of potential or actual differing interests of
      those represented; in each of which cases the Corporation shall not have
      the right to assume the defence of such Claim on behalf of the Indemnified
      Party but the Corporation shall be liable to pay the reasonable fees and
      disbursements of counsel to the Indemnified Party.







- 41 -

	 	(f) 	
      Applicability. The foregoing 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 such losses,
      expenses, claims, damages or liabilities to which the Indemnified Party
      may be subject were caused by the fraud, dishonesty, negligence or wilful
      misconduct of the Indemnified Party or breach of applicable law by the
      Indemnified Party.




	17. 	(a) 	
      Contribution. In order to provide for a just and
      equitable contribution in circumstances in which the indemnity provided in
      paragraph 16 would otherwise be available in accordance with its terms but
      is, for any reason, held to be unavailable to or unenforceable by the
      Agent or enforceable otherwise than in accordance with its terms, the
      Corporation and the Agent shall contribute to the aggregate of all claims,
      expenses, costs and liabilities (including any legal expenses reasonably
      incurred by the Indemnified Party in connection with any Claim which is
      the subject of this paragraph) and all losses (other than loss of profits)
      of a nature contemplated in paragraph 16 in such proportions so that the
      Agent is responsible for the portion represented by the percentage that
      the aggregate fee payable by the Corporation to the Agent bears to the
      gross proceeds of the Offering of the Securities and the Corporation is
      responsible for the balance. The Agent shall not in any event be liable to
      contribute, in the aggregate, any amounts in excess of such aggregate fee
      or any portion of such fee actually received. However, no party who has
      engaged in any fraud, wilful misconduct or negligence shall be entitled to
      claim contribution from any Person who has not engaged in such fraud,
      wilful misconduct or negligence. The Corporation hereby waives all rights
      which it may have by statute or common law to recover contribution from
      the Agent in respect of losses, claims, costs, damages, expenses or
      liabilities which any of them may suffer or incur directly or indirectly
      (in this paragraph, “losses”) by reason of or in consequence of a document
      containing a misrepresentation; provided, however, that such waiver shall
      not apply in respect of losses by reason of or in consequence of any
      misrepresentation which is based upon or results from information or
      statements furnished by and relating solely to the Agent. 

	  	  	
       

		(b) 	
      Right of Contribution in Addition to Other Rights.
      The rights to contribution provided in this paragraph 17 shall be in
      addition to and not in derogation of any other right to contribution which
      the Agent may have by statute or otherwise at law.








- 42 -

	 	(c) 	
      Calculation of Contribution. In the event that the
      Corporation may be held to be entitled to contribution from the Agent
      under the provisions of any statute or at law, the Corporation shall be
      limited to contribution in an amount not exceeding the lesser
of:

	 	 	 	 
	 		(i) 	
      the portion of the full amount of the loss or liability
      giving rise to such contribution for which the Agent is responsible, as
      determined in subparagraphs 17(a) or (b) above, as the case may be;
    and

	 	 	 	 
	 		(ii) 	
      the amount of the aggregate fee actually received by the
      Agent from the Corporation under this Agreement,

	 	 	 	 
	 		(iii) 	
      and the Agent shall in no event be liable to contribute
      any amount in excess of such Agent’s portion of the agency fee actually
      received from the Corporation under this Agreement.

	 	 	 	 
	 	(d) 	
      Notice. If the Agent has reason to believe that a
      Claim for contribution may arise, it shall give the Corporation notice of
      such Claim in writing, as soon as reasonably possible, but failure to
      notify the Corporation shall not relieve the Corporation of any obligation
      which it may have to the Agent under this
paragraph.



18.               
Expenses.

	 	(a) 	
      Expenses and Fees: The Corporation shall pay all
      reasonable and documented expenses and fees in connection with the
      offering of Securities contemplated by this Agreement, including, without
      limitation, all expenses of or incidental to the issue, sale or
      distribution of the Securities and all expenses of or incidental to all
      other matters in connection with the transaction set out in this
      Agreement, including, without limitation, the fees and expenses payable in
      connection with the distribution of the Securities, the fees and expenses
      of the Corporation’s counsel and of local counsel to the Corporation, the
      reasonable fees and expenses of the auditors and the transfer agent for
      the Common Shares, all costs incurred in connection with the preparation
      and printing of the Offering Documents and certificates representing the
      Securities, all costs incurred related to road shows and marketing
      activities, filing fees and all reasonable expenses and fees incurred by
      the Agent and the reasonable fees and disbursements of counsel to the
      Agent, whether or not the Offering is completed.

	 	 	 
	 	(b) 	
      Taxes: In connection with any amount payable by
      the Corporation as directed or charged by the Agent under this paragraph
      17 that is payable in satisfaction of applicable federal Goods and
      Services Tax, Provincial Sales tax and/or or Harmonized Sales Tax
      (collectively, “Tax”), the Agent shall provide the Corporation with
      a breakdown of the Tax payable to enable the Corporation
  to claim a credit or reimbursement for such Tax from applicable
government authorities, if applicable. 







- 43 -

19.               
Advertisements. The Corporation acknowledges that the Agent shall have
the right, subject always to this Agreement and Schedule “A”, at their own
expense, subject to the prior consent of the Corporation, such consent not to be
unreasonably withheld, to place such advertisement or advertisements relating to
the sale of the Securities contemplated herein as the Agent may consider
desirable or appropriate and as may be permitted by applicable law. The
Corporation and the Agent agrees that it will not make or publish any
advertisement in any media whatsoever relating to, or otherwise publicize, the
transaction provided for herein so as to result in any exemption from the
prospectus and registration or other similar requirements under applicable
securities legislation in any of the provinces of Canada or any other
jurisdiction in which the Securities shall be offered and sold being unavailable
in respect of the sale of the Securities to prospective purchasers. 

20.               
U.S. Offers. The Agent makes the representations, warranties and
covenants applicable to them in Schedule “A” hereto and agree, on behalf of
themselves and their United States registered broker-dealer affiliates, for the
benefit of the Corporation, to comply with the U.S. selling restrictions imposed
by the laws of the United States and set forth in Schedule “A” hereto, which
forms part of this Agreement. Notwithstanding the foregoing provisions of this
section, the Agent will not be liable to the Corporation under this section or
Schedule “A” with respect to a violation by another Agent of the provisions of
this section or Schedule “A” if the former Agent is not itself also in
violation; and the Corporation makes the representations, warranties and
covenants applicable to it in Schedule “A” hereto.

21.               
Notices. Unless otherwise expressly provided in this Agreement, any
notice or other communication to be given under this Agreement (a
“notice”) shall be in writing addressed as follows:

	 	(a) 	If to the Corporation, to: 
	 	  	 
	 	  	American Bonanza Gold Corp. 
	 	  	675 West Hastings Street, Suite 305 
	 	  	Vancouver, British Columbia 
	 	  	V6B 1N2 
	 	  	 
	 	  	Attention: Brian Kirwin 
	 	  	E-mail: info@americanbonanza.com 
	 	  	 
	 	  	with a copy (for information purposes only and
      not constituting notice) to: 
	 	  	 
	 	  	 
	 	  	McMillan LLP 
	 	  	1500 Royal Centre 
	 	  	1055 West Georgia Street







- 44 -

	 	PO Box 11117 
	 	Vancouver, British Columbia 
	 	V6E 4N7 
	 	Attention: Cory H. Kent 
	 	E-mail: cory.kent@mcmillan.ca 
	 	 
	 	If to the Agent, to: 
	 	 
	 	Wellington West Capital Markets Inc. 
	 	145 King Street West, Suite 700 
	 	Toronto, Ontario 
	 	M5H 1J8 
	 	 
	 	Attention: Bill Washington 
	 	E-mail: bwashington@wwcm.com 
	 	 
	 	With a copy (for information purposes only and not
      constituting notice) to: 
	 	 
	 	Fraser Milner Casgrain LLP 
	 	77 King St. W., Suite 400 
	 	Toronto-Dominion Centre 
	 	Toronto, Ontario M5K 0A1 
	 	 
	 	Attention: James Clare 
	 	Email: james.clare@fmc-law.com 


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 one hour 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 fax number.

22.               
Time of the Essence. Time shall, in all respects, be of the essence
hereof.

23.               
Canadian Dollars. All references herein to dollar amounts are to lawful
money of Canada.

24.               
Headings. The headings contained herein are for convenience only and
shall not affect the meaning or interpretation hereof.

25.               
Singular and Plural, etc. Where the context so requires, words importing
the singular number include the plural and vice versa, and words importing
gender shall include the masculine, feminine and neuter genders.




- 45 -

26.               
Entire Agreement. This Agreement constitutes the only agreement between
the parties with respect to the subject matter hereof and shall supersede any
and all prior negotiations and understandings. This Agreement may be amended or
modified in any respect by written instrument only.

27.               
Severability. If one or more provisions contained herein shall, for any
reason, be held to be invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not affect any other provision
hereof, but this Agreement shall be construed as if such invalid, illegal or
unenforceable provision or provisions had never been contained herein.

28.               
Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the Province of British Columbia and
the laws of Canada applicable therein. Each of the Corporation and the Agent
irrevocably agrees that the courts of the Province of British Columbia shall
have non-exclusive jurisdiction to hear and decide any suit, action or
proceedings, and/or to settle any disputes, which may arise out of or in
connection with this Agreement and the transactions contemplated hereby
(“Proceedings”) and, for these purposes, each of them irrevocably submits
to the jurisdiction of the British Columbia courts and waives (and irrevocably
agrees not to raise) any objection which it may have now or hereafter to the
laying of the venue of any Proceedings in any such court and any claim that any
such Proceedings have been brought in an inconvenient forum and further
irrevocably agrees that a judgment in any Proceedings brought in any British
Columbia court shall be conclusive and binding upon it and may be enforced in
the courts of any other jurisdiction.

29.               
Successors and Assigns. The terms and provisions of this
Agreement shall be binding upon and enure to the benefit of the Corporation and
the Agent and their respective successors and permitted assigns.

30.               
Further Assurances. Each of the parties hereto shall do or cause to be
done all such acts and things and shall execute or cause to be executed all such
documents, agreements and other instruments as may reasonably be necessary or
desirable for the purpose of carrying out the provisions and intent of this
Agreement.

31.               
Effective Date. This Agreement is intended to and shall take effect as of
the date first set forth above, notwithstanding its actual date of execution or
delivery.

32.               
Counterparts and Facsimile Copies. This Agreement may be executed in any
number of counterparts and by facsimile, which taken together shall form one and
the same agreement.

33.               
Conflict. The Corporation acknowledges that the Agent and its affiliates
carry on a range of businesses, including providing stockbroking, investment
advisory, research, investment management and custodial services to clients and
trading in financial products as agent or principal. It is possible that the
Agent and other entities in its respective group that carry on those businesses
may hold long or short positions in securities of companies or other entities,
which are or may be involved in the transactions contemplated in this Agreement
and effect transactions in those securities for their own account or for the
account of their respective clients. The Corporation agrees that these divisions and
entities may hold such positions and effect such transactions without regard to
the Corporation’s interests under this Agreement.




- 46 -

34.               
Fiduciary. The Corporation hereby acknowledges that the Agent is acting
solely as Agent in connection with the purchase and sale of the Securities. The
Corporation further acknowledges that the Agent is acting pursuant to a
contractual relationship created solely by this Agreement entered into on an
arm’s length basis, and in no event do the parties intend that the Agent acts or
be responsible as a fiduciary to the Corporation, its management, shareholders
or creditors or any other Person in connection with any activity that the Agent
may undertake or have undertaken in furtherance of such purchase and sale of the
Corporation’s securities, either before or after the date hereof. The Agent
hereby expressly disclaims any fiduciary or similar obligations to the
Corporation, either in connection with the transactions contemplated by this
Agreement or any matters leading up to such transactions, and the Corporation
hereby confirms its understanding and agreement to that effect.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]




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

Yours very truly,


	 	WELLINGTON WEST 
	 	CAPITAL MARKETS INC. 
	 	By: 	  
	 	  	  
	 	  	  
	 	  	  
	 	"Bill Washington" 
	 	Name: 	Bill Washington 
	 	Title: 	Managing Director








The foregoing is hereby accepted on the terms and conditions
therein set forth as of the 17th day of January, 2011.

AMERICAN BONANZA GOLD CORP.

	By: 	"Brian Kirwin" 	 
	  	Brian Kirwin 	 
	  	Chief Executive Officer 	 






SCHEDULE “A”

UNITED STATES OFFERS AND SALES

As used in this Schedule “A” and related appendices,
capitalized terms used herein and not defined herein shall have the meanings
ascribed thereto in the Agency Agreement to which this Schedule “A” is annexed
and to which it forms a part, and the following terms shall have the meanings
indicated:

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

	 	 	 
	 	(b) 	
      “Foreign Issuer” shall have the meaning ascribed
      thereto in Regulation S. Without limiting the foregoing, but for greater
      clarity, it includes any issuer which is a corporation or other
      organization incorporated or organized under the laws of any country other
      than the United States, except an issuer meeting the following conditions
      as of the last business day of its most recently completed second fiscal
      quarter: (1) more than 50 percent of the outstanding voting securities of
      such issuer are owned of record either directly or indirectly by residents
      of the United States; and (2) any of the following: (i) the majority of
      the executive officers or directors 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;

	 	 	 
	 	(c) 	
      “General Solicitation” and “General
      Advertising” means “general solicitation” and “general advertising”,
      respectively, as used in Rule 502(c) under the U.S. Securities Act,
      including, without limitation, advertisements, articles, notices or other
      communications published in any newspaper, magazine, or similar media or
      broadcast over radio, or television or the internet or any seminar or
      meeting whose attendees had been invited by general solicitation or
      general advertising or in any other manner involving a public offering
      within the meaning of Section 4(2) of the U.S. Securities Act;

	 	 	 
	 	(d) 	
      “Accredited Investor” means an “accredited
      investor” as defined in Rule 501(a) of Regulation
D;







A-2

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

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

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

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

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

	 	 	 
	 	(j) 	
      “U.S. Fiduciary” means a dealer or other
      professional fiduciary organized, incorporated, or (if an individual)
      resident in the United States holding a discretionary account or similar
      account (other than an estate or trust) for the benefit of a person
      excluded from the definition of "U.S. Person" pursuant to paragraph
      (k)(2)(i) of Rule 902 of Regulation S, provided that the U.S. Fiduciary is
      acting solely in its capacity as the holder of such accounts;

	 	 	 
	 	(k) 	
      “U.S. Person” means a “U.S. Person” as that term
      is defined in Rule 902(k) of Regulation S; and

	 	 	 
	 	(l) 	
      “U.S. Securities Act” means the United States
      Securities Act of 1933, as amended.



Representations, Warranties and Covenants of the
Agent 

The Agent acknowledges that the Units 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 and broker-dealer
requirements of the U.S. Securities Act and state securities laws. Accordingly,
the Agent and the U.S. Affiliates represents, warrants and covenants to the
Corporation that: 

	1. 	
      It has not offered or sold, and will not offer or sell,
      any Units except (a) in accordance with Rule 903 of Regulation S or (b) in
      the United States or to U.S. Persons as provided in paragraphs 2 through
      12 below; provided that, for all purposes hereof (including Exhibit "A"
      hereto), U.S. Fiduciaries shall be deemed not to be in the United States.
      Accordingly, neither the Agent nor its U.S. Affiliate nor any Persons
      acting on its or their behalf has engaged or will engage in (i) any offer
      to sell or any solicitation of an offer to buy, any Units or to or for the
      account or benefit of any U.S. Person or any Person in the United States,
      or (ii) any sale of Units to any purchaser unless, at the time the buy
      order was or will have been originated, the purchaser was outside the
      United States, or such Agent, U.S. Affiliate or Person acting on behalf of
      either reasonably believed that such purchaser was outside the United
      States, (iii) any Directed Selling Efforts with respect to the Units, or
      (iv) any action in violation of Regulation M under the U.S. Exchange Act
      in connection with the offer and sale of the Units.







A-3

	2. 	
      All offers and sales of the Units in the United States
      will be effected solely by or through the U.S. Affiliate which is duly
      registered as a broker-dealer under the U.S. Exchange Act and all
      applicable state securities laws, in accordance with all applicable United
      States state and federal securities (including broker-dealer) laws and all
      applicable rules of the Financial Industry Regulatory Authority,
    Inc.

	 	 
	3. 	
      It has not entered and will not enter into any
      contractual arrangement with respect to the distribution of the Units,
      except with its U.S. Affiliates, any selling group members or with the
      prior written consent of the Corporation. It shall require each U.S.
      Affiliate and each selling group member to agree, for the benefit of the
      Corporation, to comply with, and shall use its best efforts to ensure that
      each U.S. Affiliate and selling group member complies with, the provisions
      of this Schedule “A” applicable to such Agent as if such provisions
      applied to such U.S. Affiliate and selling group member.

	 	 
	4. 	
      Offers and sales of Units in the United States have not
      been and will not be made (i) by any form of General Solicitation or
      General Advertising, or (ii) in any manner involving a public offering
      within the meaning of Section 4(2) of the U.S. Securities Act.

	 	 
	5. 	
      Any offer or sale of, or solicitation of an offer to buy,
      Units that has been made or will be made in the United States was or will
      be made only to Accredited Investors in accordance with Rule 506 of
      Regulation D and in transactions that are exempt from registration under
      the U.S. Securities Act and applicable state securities laws.

	 	 
	6. 	
      Each offeree in the United States has been or shall be
      provided with a copy of the preliminary U.S. Placement Memorandum,
      including the Preliminary Prospectus, Amended and Restated Prospectus or
      Final Prospectus. Prior to any sale of Units to a Person in the United
      States or to a Person who was offered Units in the United States or who is
      a U.S. Person, each such purchaser shall be provided with a copy of the
      U.S. Placement Memorandum, including the Final Prospectus, and no other
      written material was used in connection with the offer and sale of the
      Units in the United States.

	 	 
	7. 	
      It has offered and will offer the Units in the United
      States only to offerees with respect to which it has a pre-existing
      relationship and has reasonable grounds to believe was at the time of such
      offer was an Accredited Investor.







A-4

	8. 	
      All purchasers of the Units that are in the United States
      or who are U.S. Persons shall be informed that the Units have not been and
      will not be registered under the U.S. Securities Act and are being offered
      and sold to such purchasers in reliance on the exemption from the
      registration requirements of the U.S. Securities Act provided by Rule 506
      of Regulation D.

	 	 
	9. 	
      Prior to the completion of any sale of Units to Persons
      in the United States or who are U.S. Persons, each such purchaser, or any
      Person that is purchasing the Units for the account or benefit of a Person
      in the United States or a U.S. Person, will be required to execute and
      deliver a U.S. purchaser's letter substantially in the form set forth as
      Exhibit "B" to the U.S. Placement Memorandum.

	 	 
	10. 	
      At least one business day prior to each of the Closing
      Time, the transfer agent of the Units and the Corporation will be provided
      with a list of all purchasers of the Units in the United States or who are
      U.S. Persons and all purchasers who were offered Units in the United
      States.

	 	 
	11. 	
      At the Closing Time, the Agent together with its U.S.
      Affiliate that offered or sold the Units in the United States or to U.S.
      Persons, will provide to the Corporation a certificate in the form of
      Exhibit A to this Schedule “A” relating to the manner of the offer and
      sale of the Units in the United States or to U.S. Persons or will be
      deemed to have represented and warranted that neither it nor its U.S.
      Affiliate offered or sold securities in the United States or to U.S.
      Persons.



Representations, Warranties and Covenants of the
Corporation 

The Corporation represents, warrants, covenants and agrees
that: 

	1. 	
      The Corporation (i) is a Foreign Issuer with no
      Substantial U.S. Market Interest in its common shares; (ii) is not
      required to be registered as an “investment company”, under the United
      States Investment Company Act of 1940, as amended; and (iii) neither the
      Corporation nor 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.

	 	 
	2. 	
      Except with respect to offers and sales to Accredited
      Investors in reliance upon an exemption from registration available under
      Section 4(2) of the U.S. Securities Act and Regulation D, neither the
      Corporation nor any of its affiliates, nor any person acting on its or
      their behalf (other than the Agent, its U.S. Affiliates, its respective
      affiliates or any person acting on its behalf, in respect of which no
      representation is made), has made or will make: (A) any offer to sell, or
      any solicitation of an offer to buy, any Units to or for the account or
      benefit of a U.S. Person or a Person in the United States; or (B) any sale
      of Units unless, at the time the buy order was or will have been
      originated, (i) the purchaser is outside the United States and not a U.S. Person or (ii) the
      Corporation, its affiliates, and any person acting on their behalf
      reasonably believe that the purchaser is outside the United States and not
      a U.S. Person.







A-5

	3. 	
      During the period in which the Units are offered for
      sale, neither it nor any of its affiliates, nor any person acting on its
      or their behalf (other than the Agent, its U.S. Affiliates, its respective
      affiliates or any person acting on its behalf, in respect of which no
      representation is made) has engaged in or will engage in any Directed
      Selling Efforts in the United States or has taken or will take any action
      that would cause the exemption afforded by Section 4(2) of the U.S.
      Securities Act and Regulation D to be unavailable for offers and sales of
      Units in the United States in accordance with this Schedule "A", or the
      exclusion from registration afforded by Rule 903 of Regulation S to be
      unavailable for offers and sale of Units outside the United States in
      accordance with this Agency Agreement.

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

	 	 
	5. 	
      The Corporation has not and will not, during the period
      beginning six months prior to the start of the offering of Units and
      ending six months after the completion of the offering of Units sell,
      offer for sale or solicit any offer to buy any of its common shares in the
      United States or to U.S. Persons in a manner that would be integrated with
      and would cause the exemption from registration provided by Rule 506 of
      Regulation D to be unavailable with respect to offers and sales of the
      Units pursuant to this Schedule "A".

	 	 
	6. 	
      The Corporation will, within prescribed time periods,
      prepare and file any forms or notices required under the U.S. Securities
      Act or applicable blue sky laws in connection with the offer and sale of
      the Units.

	 	 
	7. 	
      None of the Corporation, any of its affiliates or any
      person acting on any of their behalf (other than the Agent, its respective
      affiliates, or any person acting on any of its behalf, in respect of which
      no representation is made) has taken or will take, directly or indirectly,
      any action in violation of Regulation M under the U.S. Exchange Act in
      connection with the offer and sale of the
Units.







EXHIBIT “A” 

TO SCHEDULE “A” 

AGENT’S CERTIFICATE

In connection with the private placement in the United States
of units (the “Units”) of American Bonanza Gold Corp. (the
“Corporation”) pursuant to the Agency Agreement dated as of January 17,
2011 among the Corporation and the Agent named therein (the “Agent”),
each of the undersigned does hereby certify as follows:

	(i) 	
      each undersigned U.S. affiliate of the undersigned Agent
      (the “U.S. Affiliate”) who offered or sold Units in the United
      States is duly registered as a broker or dealer under the U.S. Exchange
      Act and the securities laws of each state in which such offer or sale is
      made (unless exempted from the respective state’s broker-dealer
      registration requirements) and a member of and in good standing with the
      Financial Industry Regulatory Authority, Inc. (“FINRA”) on the date
      hereof and on the date of each offer and sale made in the United
      States;

	 	 
	(ii) 	
      all offers and sales of Units in the United States or to
      or for the account or benefit of Persons in the United States were made
      only through the U.S. Affiliate and have been effected in accordance with
      all applicable U.S. broker-dealer requirements;

	 	 
	(iii) 	
      each offeree was provided with a copy of the U.S.
      Placement Memorandum, including the Prospectus, and each purchaser of
      Units (i) in the United States or who is a U.S. Person or (ii) who was
      offered Units in the United States, was provided with a copy of the U.S.
      Placement Memorandum, including the Prospectus, and no other written
      material was used in connection with the offer and sale of the Units in
      the United States;

	 	 
	(iv) 	
      immediately prior to transmitting the U.S. Placement
      Memorandum, we had reasonable grounds to believe and did believe that each
      offeree was an “accredited investor” as defined in Rule 501(a) of
      Regulation D (an “Accredited Investor”) under the United States
      Securities Act of 1933, as amended (the “U.S. Securities Act”) on
      the date hereof, we continue to believe that (i) each person in the United
      States or who is a U.S. Person and (ii) each person offered Units in the
      United States, in each case that is purchasing Units from us, is an
      Accredited Investor;

	 	 
	(v) 	
      no form of general solicitation or general advertising
      (as those terms are used in Regulation D under the U.S. Securities Act)
      was used by us, including without limitation advertisements, articles,
      notices or other communications published in any newspaper, magazine or
      similar media or broadcast over radio or television or the internet, or
      any seminar or meeting whose attendees had been invited by general
      solicitation or general advertising, in connection with the offer or sale
      of the Units in the United States;

	 	 
	(vi) 	
      the offering of the Units in the United States has been
      conducted by us and through our U.S. Affiliate in accordance with the
      terms of the Agency Agreement; and







- 2 -

	(vii) 	
      prior to any sale of Units in the United States or to
      U.S. Persons we caused each United States purchaser that was an Accredited
      Investor to execute a U.S. Purchaser’s Letter in the form of Exhibit B
      attached to the U.S. Placement Memorandum.



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

Dated this __ day of ______________, 2011.

	[AGENT] 	 	[U.S.
      AFFILIATE] 
	 	  	 	 	  
	 	  	 	 	  
	By: 		 	By:  	
	 	Name: 	 	 	Name: 
	 	Title: 	 	 	Title: 






SCHEDULE “B”

CONVERTIBLE SECURITIES 


	American Bonanza Gold
      Corp. 
	Security 	Number 	Exercise Price 	Expiry Date 
	Common Shares 	130,199,272 	  	  
	Total Common Shares 	130,199,272 	  	  
	Options 	1,900.000 	$0.220 	November 6,2012 
	Options 	1,910,000 	$0.070 	August 6, 2013 
	Options 	2,530,000 	$0.060 	January 26, 2014 
	Options 	3,720,000 	$0.085 	March 18, 2014 
	Options 	500,000 	$0.090 	July 28, 2014 
	Total Options 	10,560,000 	  	  
	Warrants 	1,666,858 	$0.230 	August 11, 2012 
	Warrants 	2,337,583 	$0.230 	August 24, 2012 
	Total Warrants 	4,004,441