Filed by sedaredgar.com - Crosshair Exploration & Mining Corp. - Exhibit 4.13






UNDERWRITING AGREEMENT 

March 26, 2008 

Crosshair Exploration & Mining Corp. 
Suite 1240

1140 West Pender Street 
Vancouver, British Columbia 
V6E 4G1 

Attention:      Mark
J. Morabito, Chief Executive Officer 

Dear Sir: 

We understand that Crosshair Exploration & Mining Corp.
(the “Corporation”) proposes to issue and sell: (i) 8,000,000 units of
the Corporation (the “Units”); and (ii) 3,575,000 common shares of the
Corporation to be issued as “flow-through” shares (the “Flow-Through
Shares”) within the meaning of the Tax Act (as hereinafter defined). Upon
and subject to the terms and conditions contained herein, Canaccord Capital
Corporation (“Canaccord”) and Thomas Weisel Partners Canada Inc.
(collectively, the “Underwriters” and each individually an
“Underwriter”) hereby severally offer to purchase from the Corporation in
the respective percentages set forth in section 21 hereof, and the Corporation
hereby agrees to sell to the Underwriters, on a “bought deal” basis, all but not
less than all of the Units at a price of $1.25 per Unit (the “Unit Issue
Price”) for gross proceeds of $10,000,000 and agree to act as agents to
arrange for substituted purchasers for the Units resident in the Qualifying
Provinces (as hereinafter defined) or those jurisdictions outside Canada,
including the United States (as hereinafter defined), where the Units may be
lawfully sold pursuant to the terms and conditions hereof. The Units and
Flow-Through Shares are hereinafter collectively referred to as the “Offered
Securities”. The Underwriters also agree to offer the Flow-Through Shares as
agents to purchasers resident in the Qualifying Provinces at a price of $1.40
per Flow-Through Share (the “FTS Issue Price”) for gross proceeds of $5,005,000
). The Underwriters further agree that in the event that less than 3,575,000
Flow-Through Shares are sold by the Underwriters as agents, the Underwriters
will, subject to the terms and conditions set out herein, purchase as principal
the Flow-Through Shares not sold by the Underwriters as agents. 

Each Unit shall consist of one common share of the Corporation
(a “Unit Share”) and one common share purchase warrant of the Corporation
(a “Warrant”). Each Warrant will entitle the holder thereof to acquire
one common share of the Corporation (a “Warrant Share”) at a price of
$1.80 at any time before the date which is 18 months from the Closing Date. 

The Corporation has also granted the Underwriters an option
(the “Over-Allotment Option”), exercisable in whole or in part in the
sole discretion of the Underwriters at any time prior to the 30th day
following the date of the closing of the Initial Offering, to purchase
additional Units (the “Over-Allotment Units”) or to offer as agents
Flow-Through Shares (the “Over-Allotment Flow-Through Shares”) in any
combination of Over-Allotment Units or Over-Allotment Flow-Through Shares as is
equal to up to 15% of the gross proceeds realized under the Offering, subject to
any limitations imposed by the policies of the TSX Venture Exchange. The
Over-




2. 

Allotment Units will be issued at the Unit Issue Price and the
Over-Allotment Flow-Through Shares will be issued at the FTS Issue Price. All
references in this Agreement to the Offering, the Offered Securities, the Units
and the Flow-Through Shares shall include all Over-Allotment Units and
Over-Allotment Flow-Through Shares, as the case may be, issued upon exercise of
the Over-Allotment Option. 

In consideration of the agreement of the Underwriters to
purchase the Units and to offer them to the public pursuant to the Prospectus
(as hereinafter defined) and to offer as agent the Flow-Through Shares to the
public pursuant to the Prospectus, the Corporation agrees to (i) pay to the
Underwriters an aggregate cash fee of $900,300 ($1,035,345 if the Over-Allotment
Option is exercised in full), being a fee equal to 6.0% of the aggregate
purchase price for the Offered Securities or $0.075 per Unit and $0.084 per
Flow-Through Share (the “Commission”), and (ii) brokers’ warrants
(“Brokers’ Warrants”) entitling the Underwriters to purchase such number
of Units (“Brokers’ Units”) as is equal to 6.0% of the aggregate number
of Offered Securities sold under the Offering at a price of $1.25 per Broker
Unit at any time before 4:00 p.m. (Vancouver time) on the date which is 18
months after the Closing. Each Underwriters’ Unit consists of one common share
of the Corporation (the “Brokers’ Shares”) and one common share purchase
warrant (the “Brokers’ Underlying Warrant”). Each Brokers’ Underlying
Warrant entitles the holder to acquire one additional common share of the
Corporation (a “Brokers’ Warrant Share”) at a price of $1.80 at
any time before 4:00 p.m. (Vancouver time) on the date which is 18 months after
the Closing. The Commission shall be payable, and the Broker Units issuable, at
the Closing Time (as hereinafter defined). 

The Corporation and the Underwriters agree that any sales or
purchases of Units in the United States or to a U.S. Person (as hereinafter
defined) will be made in accordance with Schedule “A” attached hereto, which
forms part of this Agreement, will be conducted in such a manner so as not to
require registration thereof or the filing of a prospectus, registration
statement or an offering memorandum with respect thereto under the U.S.
Securities Act (as hereinafter defined) and will be conducted through one or
more duly registered United States broker-dealer affiliates of the Underwriters
in compliance with applicable federal and state securities laws of the United
States. No Flow-Through Shares will be sold to purchasers outside of Canada, and
such purchasers shall not be U.S. Persons. 

Terms and Conditions

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

	1. 	
      Interpretation

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

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







3. 

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

“Business Day” means a day,
other than a Saturday, a Sunday or a day on which chartered banks are not open
for business in Toronto, Ontario or Vancouver, British Columbia; 

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


“Canadian Exploration Expense”
or “CEE” has the meaning set out in subsection 66.1(6) of the Tax Act;


“Closing” means the completion
of the issue and sale by the Corporation of the Offered Securities, the purchase
by the Underwriters of the Units and the offering by the Underwriters of the
Flow-Through Shares as agents to the Purchasers pursuant to the Offering in
accordance with the provisions of this Agreement; 

“Closing Date” means April 4,
2008 or such other date as the Corporation and the Underwriters may agree to in
writing, or in the case of the exercise of the Over-Allotment Option, means any
date or dates on which Over-Allotment Units or Over-Allotment Flow-Through
Shares are issued and sold; 

“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 the Underwriters may agree; 

“Commitment Amount” means the
amount paid by the Purchasers for the Flow-Through Shares; 

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

“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, including prior
auditors of the Corporation, as applicable; 

“CRA” means the Canada Revenue
Agency; 

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

“Engagement Letter” means the
letter agreement dated as of March 5, 2008 (as amended by agreements dated March
6, 2008 and March 20, 2008) between the Corporation and Canaccord relating to
the Offering; 




4. 

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

“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; 

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

“Indemnified Parties” and
“Indemnified Party” have the meanings ascribed thereto in subsection
18(a); 

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

“Mutual Reliance Procedures”
means the mutual reliance review system procedures provided for under National
Policy 43-201 – Mutual Reliance Review System for Prospectuses and Annual
Information Forms; 

“NI 43-101” means National
Instrument 43-101 – Standards of Disclosure for Mineral Projects; 

“NI 51-102” means National
Instrument 51-102 – Continuous Disclosure Obligations; 

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

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




5. 

“Over-Allotment Notice” has the
meaning ascribed thereto in subsection 16(a) hereof; 

“person” shall be broadly
interpreted and shall include any individual, corporation, partnership, joint
venture, association, trust or other legal entity; 

“Preliminary Prospectus” means
the preliminary short form prospectus of the Corporation dated March 12, 2008
and any amendments thereto (including the amended and restated preliminary
prospectus of the Corporation dated March 25, 2008 collectively, including all
of the Documents Incorporated by Reference, prepared by the Corporation and
relating to the distribution of the Offered Securities; 

“Prescribed Forms” means the
forms prescribed from time to time under subsection 66(12.7) of the Tax Act
filed or to be filed by the Corporation within the prescribed times renouncing
to the Purchaser the Qualifying Expenses incurred pursuant to the Subscription
Agreement and all parts or copies of such forms required by CRA to be delivered
to the Purchaser; 

“Prescribed Relationship” means
a relationship between the Corporation and the Purchaser where the Purchaser and
the Corporation are related or otherwise do not deal at arm’s length for
purposes of the Tax Act; 

“Properties” means the
following properties of the Corporation described in the Prospectus, being: (i)
the Central Mineral Belt project located in Labrador; and (ii) the Golden
Promise project in Labrador;

“Property Rights” has the
meaning ascribed thereto in subsection 9(d) hereof; 

“Prospectus” means,
collectively, the Preliminary Prospectus and the Final Prospectus, in each case
including all of the Documents Incorporated by Reference; 

“Purchasers” means,
collectively, each of the purchasers of the Offered Securities pursuant to the
Offering (including the Underwriters to the extent that substituted purchasers
for the Units have not been arranged and the Flow-Through Shares are not sold on
an agency basis); 

“Qualifying Expense” means an
expense which is CEE and which is incurred on or after the Closing Date and on
or before the Termination Date which may be renounced by the Corporation
pursuant to subsection 66(12.6) or (12.66) of the Tax Act with an effective date
not later than December 31, 2008 and in respect of which, but for the
renunciation, the Corporation would be entitled to a deduction from income for
income tax purposes; 

“Qualifying Provinces” means,
collectively, each of the provinces of Canada except for Quebec; 




6. 

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

“Securities Regulator” means
the applicable securities commission or other securities regulatory authority in
each of the Qualifying Provinces, the United States and any other jurisdictions
in which the Offered Securities are offered, as the case may be; 

“Selling Firm” has the meaning
ascribed thereto in subsection 4(a) hereof; 

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

“Subscription Agreement” means
the subscription agreement in the form agreed upon by the Underwriters and the
Corporation, and which was attached to the Prospectus as an appendix, pursuant
to which Purchasers agree to subscribe for and purchase the Flow-Through Shares
as herein contemplated and shall include, for greater certainty, all schedules
thereto; 

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

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

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

“Tax Act” means the Income
Tax Act (Canada), as amended, re-enacted or replaced from time to time; 

“Technical Reports” means the
current technical reports of the Corporation relating to the Properties,
collectively being (i) the technical report entitled “Technical Report in the
Central Mineral Belt Uranium Project, Labrador, Canada” dated September 7, 2007
prepared by Peter Lacroix, P.Eng. and R. Barry Cook, M.Sc. Lacroix &
Associates; and (ii) the technical report entitled “Report on the Moran Lake
Uranium Property, Central Mineral Belt, Newfoundland and Labrador, Canada” dated
November 7, 2005, prepared by William E. Roscoe, 




7. 

	 		
      Ph.D., P.Eng. and R. Barry Cook, M.Sc., P.Eng., of Roscoe
      Postle Associates Inc. (now Scott Wilson Roscoe Postle Associates
      Inc.);

	 	 	 
	 		
      “Termination Date” means December 31,
  2009;

	 	 	 
	 		
      “TSX-V” means the TSX Venture Exchange;

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

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

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

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

	 	 	 
	 		
      “Warrant Certificates” has the meaning ascribed
      thereto in subsection 8(g) hereof;

	 	 	 
	 		
      “Warrant Indenture” means the share purchase
      warrant indenture to be entered into on the Closing Date between the
      Corporation and Computershare Trust Company of Canada, as warrant agent,
      providing for the creation and issuance of the Warrants and in a form to
      be agreed upon by the Corporation and the Underwriters, each acting
      reasonably; and

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

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

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

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







8. 

	 	(f) 	
      Schedules. The following Schedules are attached to
      this Agreement and are deemed to be part of and incorporated in this
      Agreement:




	 	Schedule 	Title 
	 	 	 
	 	“A” 	Compliance with United States
      Securities Laws 


2.      
Attributes of the Securities 

          The
Unit Shares and Warrants comprising the Units and Over-Allotment Units and the
Flow-Through Shares and Over-Allotment Flow-Through Shares to be issued and sold
by the Corporation hereunder shall be duly and validly created and issued by the
Corporation and, when issued and sold by the Corporation, such Unit Shares,
Warrants and the Flow-Through Shares shall have the rights, privileges,
restrictions and conditions that conform in all material respects to the rights,
privileges, restrictions and conditions set forth in the Prospectus, subject to
such modifications or changes (if any) prior to the Closing Date as may be
agreed to in writing by the Corporation and the Underwriters. 

3.     
 The Offering 

	 	(a) 	
      The Corporation shall forthwith after any comments with
      respect to the Preliminary Prospectus have been received from the Canadian
      Securities Regulators but not later than noon (Toronto) on March 28, 2008
      (or such later date as may be agreed to in writing by the Corporation and
      the Underwriters, acting reasonably), have prepared, filed and obtained a
      receipt document from the British Columbia Securities Commission, as
      principal regulator under the Mutual Reliance Procedures, evidencing that
      a receipt has been issued with respect to the Final Prospectus from each
      of the Canadian Securities Regulators in the Qualifying Provinces or
      otherwise fulfilled all legal requirements to enable the Units to be
      offered and sold to the public in Canada through the Underwriters and to
      enable the Underwriters to offer the Flow-Through Shares as agents, or any
      other investment dealer or broker registered to transact such business in
      the applicable Qualifying Provinces contracting with the
    Underwriters.

	 	 	 
	 	(b) 	
      Prior to the filing of the Prospectus and thereafter
      during the period of distribution of the Offered Securities, the
      Corporation shall allow the Underwriters to participate fully in the
      preparation of, and to approve the form and content of, such documents and
      shall allow the Underwriters to conduct all due diligence investigations
      which they may reasonably require in order to fulfill their obligations as
      underwriters and in order to enable them to execute the certificate
      required to be executed by them at the end of such
  documents.



4.      
Distribution and Certain Obligations of the Underwriters. 

	 	(a) 	
      The Underwriters shall, and shall require any investment
      dealer or broker (other than the Underwriters) with which the Underwriters
      have a contractual relationship in respect of the distribution of the
      Offered Securities (each, a







9. 

	 		
      “Selling Firm”) to agree to, comply with the
      Securities Laws in connection with the distribution of the Offered
      Securities and shall offer the Units on an underwritten basis and the
      Flow-Through Shares on an agency basis for sale to the public directly and
      through Selling Firms upon the terms and conditions set out in the
      Prospectus and this Agreement. The Underwriters shall, and shall require
      any Selling Firm to, offer for sale to the public and sell the Units and
      act as agent with respect to the sale of the Flow-Through Shares only in
      those jurisdictions where they may be lawfully offered for sale or sold.
      The Underwriters shall: (i) use all commercially reasonable efforts to
      complete and cause each Selling Firm to complete the distribution of the
      Offered Securities as soon as reasonably practicable; and (ii) promptly
      notify the Corporation when, in their opinion, the Underwriters and the
      Selling Firms have ceased distribution of the Offered Securities and
      provide a breakdown of the number of Offered Securities distributed in
      each of the Qualifying Provinces where such breakdown is required for the
      purpose of calculating fees payable to the Canadian Securities
      Regulators.

	 	 	 
	 	(b) 	
      The Underwriters shall, and shall require any Selling
      Firm to agree to, distribute the Offered Securities in a manner which
      complies with and observes all applicable laws and regulations, including,
      for greater certainty, all Securities Laws, in each jurisdiction into and
      from which they may offer to sell the Units or act as agent in connection
      with the sale of the Flow-Through Shares or distribute the Prospectus, any
      Supplementary Material or the U.S. Private Placement Memorandum in
      connection with the distribution of the Offered Securities and will not,
      directly or indirectly, offer, sell or deliver the Units or act as agent
      in connection with the sale of the Flow-Through Shares or deliver the
      Prospectus, any Supplementary Material or the U.S. Private Placement
      Memorandum to any person in any jurisdiction other than in the Qualifying
      Provinces except in a manner which will not require the Corporation to
      comply with the registration, prospectus, filing, continuous disclosure or
      other similar requirements under the applicable Securities Laws of such
      other jurisdictions or pay any additional governmental filing fees which
      relate to such other jurisdictions. Subject to the foregoing, the
      Underwriters and any Selling Firm shall be entitled to offer and sell the
      Units in the United States and to U.S. Persons solely pursuant to an
      applicable exemption or exemptions from the registration requirements of
      the U.S. Securities Act and applicable state securities laws and in other
      international jurisdictions in accordance with any applicable securities
      and other laws in the jurisdictions in which the Underwriters and/or
      Selling Firms offer the Units. Any offer or sale of the Units in the
      United States or to U.S. Persons shall be made in accordance with the
      terms and conditions set out in Schedule “A” to this Agreement, which
      terms and conditions and the representations, warranties and covenants of
      the parties therein, are hereby incorporated by reference in and shall
      form part of this Agreement.

	 	 	 
	 	(c) 	
      For the purposes of this section 4, the Underwriters
      shall be entitled to assume that the Offered Securities are qualified for
      distribution in any Qualifying Province where a receipt or similar
      document in respect of the Final Prospectus







10. 

	 		
      shall have been obtained from the applicable Canadian
      Securities Regulators (including a MRRS decision document from the British
      Columbia Securities Commission issued under the Mutual Reliance Procedures
      evidencing that a receipt has been issued for the Final Prospectus by each
      of the Canadian Securities Regulators) following the filing of the Final
      Prospectus unless otherwise notified in writing.

	 	 	 
	 	(d) 	
      Notwithstanding the foregoing provisions of this section
      4, an Underwriter will not be liable to the Corporation under this section
      4 with respect to a default under this section 4 or Schedule “A” by
      another Underwriter or another Underwriter’s duly registered broker-dealer
      affiliate in the United States, as the case may
be.



5.      
Deliveries on Filing and Related Matters. 

	 	(a) 	
      The Corporation shall deliver to each of the
      Underwriters:

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

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

	 	 	 	 
	 		(iii) 	
      at the Closing Time, a “long-form” comfort letter from
      the Corporation’s Auditors dated the date of the Final Prospectus, in form
      and substance satisfactory to the Underwriters, acting reasonably,
      addressed to the Underwriters and the directors of the Corporation with
      respect to certain financial and accounting information relating to the
      Corporation contained in the Final Prospectus, including all Documents
      Incorporated by Reference, 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 and comfort letter, if any, addressed to the
      Canadian Securities Regulators;

	 	 	 	 
	 		(iv) 	
      as soon as practicable after the Preliminary Prospectus,
      the Final Prospectus and any Supplementary Material are prepared, the
      private placement memorandum incorporating the Preliminary Prospectus, the
      Final Prospectus or any Supplementary Material, as the case may be,
      prepared for use in connection with the offer and sale of the Units in the
      United States and to U.S. Persons (the “U.S. Private Placement
      Memorandum”) and, forthwith after preparation, any amendment to the
      U.S. Private 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-V of
      the Unit Shares, Flow-







11. 

Through Shares, the Warrant Shares,
the Brokers’ Shares and the Brokers Warrant Shares has been approved subject
only to satisfaction by the Corporation of customary post-closing conditions
imposed by the TSX-V in similar circumstances (the “Standard Listing
Conditions”). 

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

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

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

	 	 	 	 
	 		(ii) 	
      no material fact or information has been omitted
      therefrom (except facts or information relating solely to the Underwriters
      and provided by the Underwriters) 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 Underwriters and provided by the Underwriters, such documents comply
      in all material respects with the requirements of applicable Securities
      Laws in the Qualifying Provinces.

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







12. 

	 	(d) 	
      The Corporation shall:

	 	 	 	 
	 		(i) 	
      cause commercial copies of the Preliminary Prospectus,
      the Final Prospectus and any Supplementary Material to be delivered to the
      Underwriters without charge, in such quantities and at such locations in
      the Qualifying Provinces as the Underwriters may reasonably request by
      written instructions to the Corporation’s printer of such documents, such
      delivery shall be effected as soon as possible after filing thereof with
      the Canadian Securities Regulators and, in any event, on or before noon
      (Toronto time) on the second Business Day after the filing thereof with
      the Canadian Securities Regulators;

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

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

	 	 	 	 
	 		
      Such deliveries shall constitute the consent of the
      Corporation to the Underwriters’ use of the Preliminary Prospectus and the
      Final Prospectus for the distribution of the Offered Securities in the
      Qualifying Provinces in compliance with the provisions of this Agreement
      and Canadian Securities Laws and of the U.S. Private Placement Memorandum
      for the offer and sale of the Units in the United States and to U.S.
      Persons in compliance with the provisions of Schedule “A”.

	 	 	 	 
	 	(e) 	
      During the period commencing on the date hereof and until
      completion of the distribution of the Offered Securities, the Corporation
      will promptly provide to the Underwriters drafts of any press releases of
      the Corporation, or other document prepared for the purpose of
      communication with the shareholders of the Corporation, for review by the
      Underwriters and the Underwriters’ counsel prior to
  issuance.



6.      
Material Changes 

	 	(a) 	
      During the period from the date of this Agreement until
      such time as the Underwriters notify the Corporation of the completion of
      the distribution of the Offered Securities under the Final Prospectus, the
      Corporation covenants and agrees with the Underwriters that it shall
      promptly notify the Underwriters (and if requested by the Underwriters,
      confirm such notification in writing) of the full particulars
  of:







13. 

	 	(i) 	
      any material change (actual, anticipated, contemplated,
      threatened, financial or otherwise) in the assets, liabilities (contingent
      or otherwise), business, affairs, operations, capital or control of the
      Corporation and its subsidiaries 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 Preliminary
      Prospectus, the Final Prospectus or any Supplementary Material
      (collectively, the “Offering Documents”) had the fact arisen or
      been discovered on, or prior to, the date of such documents; and

	 	 	 
	 	(iii) 	
      any change in any material fact (which for the purposes
      of this Agreement shall be deemed to include the disclosure of any
      previously undisclosed material fact) contained in the Offering Documents
      which fact or change is, or may be, of such a nature as to render any of
      the Offering Documents untrue or misleading in any material respect or to
      result in any misrepresentation in any of the Offering Documents, or which
      would result in the Final Prospectus or any Supplementary Material not
      complying (to the extent that such compliance is required) with the
      Securities Laws of any Qualifying Province.



The Corporation shall promptly, and in
any event within any applicable time limitation, comply, to the satisfaction of
the Underwriters, acting reasonably, with all applicable filings and other
requirements under the Securities Laws as a result of such fact or change;
provided that the Corporation shall not file any Supplementary Material or other
document without first obtaining from the Underwriters the approval of the
Underwriters, after consultation with the Underwriters with respect to the form
and content thereof, which approval will not be unreasonably withheld. The
Corporation shall in good faith discuss with the Underwriters any fact or change
in circumstances (actual, anticipated, contemplated or threatened, financial or
otherwise) which is of such a nature that there is or could be reasonable doubt
whether written notice need be given under this subsection 6(a). 

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



7.      
Regulatory Approvals 

          Prior
to the filing of the Final Prospectus with the Canadian Securities Regulators,
the Corporation shall file or cause to be filed with the TSX-V all necessary
documents and shall take or cause to be taken all necessary steps to ensure that
the Corporation has obtained all necessary approvals for the issue of Unit
Shares, Flow-Through Shares, Warrant Shares, the Brokers’ 




14. 

Shares and the Brokers Warrant Shares to be conditionally
approved by the TSX-V, subject only to the Standard Listing Conditions. The
Corporation will use its reasonable best efforts to obtain the listing of the
Warrants on the TSX-V. 

8.      
Covenants of the Corporation 

          The
Corporation hereby covenants and agrees with the Underwriters that the
Corporation: 

	 	(a) 	
      will advise the Underwriters, promptly after receiving
      notice thereof, of the time when the Preliminary Prospectus, the Final
      Prospectus and any Supplementary Material has been filed and receipts
      therefor have been obtained pursuant to the Mutual Reliance Procedures, as
      applicable, and will provide evidence reasonably satisfactory to the
      Underwriters of each such filing and copies of such receipts;

	 	 	 
	 	(b) 	
      will advise the Underwriters, 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 of the Preliminary Prospectus, the Final Prospectus or any
      Supplementary Material; (ii) the suspension of the qualification of the
      Offered Securities in any of the Qualifying Provinces or the institution,
      threatening or contemplation of any proceeding for any such purposes; or
      (iii) any requests made by any Canadian Securities Regulators for an
      amendment to the Preliminary Prospectus or the Final Prospectus or for
      additional information, and will use its commercially reasonable efforts
      to prevent the issuance of any order referred to in (i) above and, if any
      such order is issued, to obtain the withdrawal thereof as quickly as
      possible;

	 	 	 
	 	(c) 	
      will use its reasonable best efforts to maintain its
      status as a “reporting issuer” (or the equivalent thereof) not in default
      of the requirements of the Securities Laws of at least one of the
      Qualifying Provinces which have such a concept to the date that is at
      least 18 months following the date of issuance of any Warrant Shares
      issuable upon exercise of the Warrants;

	 	 	 
	 	(d) 	
      will use its reasonable best efforts to maintain the
      listing of the Common Shares on the TSX-V or such other recognized stock
      exchange or quotation system as the Underwriters may approve, acting
      reasonably, for a period of at least 18 months following the date of
      issuance of any Warrant Shares issuable upon exercise of the Warrants so
      long as the Corporation meets the minimum listing requirements of the
      TSX-V or such other exchange or quotation system;

	 	 	 
	 	(e) 	
      will use its reasonable best efforts to obtain the
      listing of the Warrants on the TSX-V;

	 	 	 
	 	(f) 	
      will ensure that the Unit Shares and the Flow-Through
      Shares issuable on the Closing shall be duly issued as fully paid and
      non-assessable Common Shares;

	 	 	 
	 	(g) 	
      will duly execute and deliver the Warrant Indenture and
      the certificates representing the Warrants (the “Warrant
      Certificates”) at the Closing Time, and







15. 

	 		
      comply with and satisfy all terms, conditions and
      covenants therein contained to be complied with or satisfied by the
      Corporation;

	 	 	 
	 	(h) 	
      will ensure that the Warrants are duly and validly
      created, authorized and issued and have attributes corresponding in all
      material respects to the description set forth in this Agreement, the
      Prospectus and the Warrant Indenture;

	 	 	 
	 	(i) 	
      will ensure that at all times prior to the expiry
      thereof, sufficient Warrant Shares are allotted and reserved for issuance
      upon the due exercise of the Warrants;

	 	 	 
	 	(j) 	
      will ensure that the Warrant Shares issuable upon
      exercise of the Warrants shall, upon issuance in accordance with the terms
      set out in the Warrant Certificates and Warrant Indenture, be duly issued
      as fully paid and non-assessable Common Shares;

	 	 	 
	 	(k) 	
      will ensure that the Brokers’ Shares issuable upon
      exercise of the Brokers’ Warrants shall, upon issuance in accordance with
      the terms set out in the certificates representing the Brokers’ Warrants,
      be duly issued as fully paid and non-assessable Brokers’ Shares;

	 	 	 
	 	(l) 	
      will ensure that the Brokers’ Warrant Shares issuable
      upon exercise of the Brokers’ Underlying Warrants shall, upon issuance in
      accordance with the terms set out in the certificates representing the
      Brokers’ Underlying Warrants, be duly issued as fully paid and
      non-assessable Brokers’ Warrant Shares;

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

	 	 	 
	 	(n) 	
      will, to the extent that any Units are sold in the United
      States or to U.S. Persons, file such notices with the United States
      Securities and Exchange Commission as are required under the U.S.
      Securities Act and applicable state securities laws;

	 	 	 
	 	(o) 	
      will incur Qualifying Expenses in an amount equal to the
      Commitment Amount on or before the Termination Date in accordance with the
      Subscription Agreement and renounce to the Purchasers of the Flow-Through
      Shares, with an effective date no later than December 31, 2008, pursuant
      to subsection 66(12.6) of the Tax Act, and, in respect of Qualifying
      Expenses incurred by the Corporation in 2009, pursuant to subsection
      66(12.66) of the Tax Act, Qualifying Expenses in an amount equal to the
      Commitment Amount;

	 	 	 
	 	(p) 	
      will deliver to each Purchaser of the Flow-Through
      Shares, within the time period prescribed by the Tax Act, the relevant
      Prescribed Forms, fully completed and executed, renouncing to each such
      Purchaser Qualifying Expenses in an amount equal to the Commitment Amount
      with an effective date of no later than December 31, 2008 and shall timely
      file such Prescribed Forms with the relevant tax
  authorities;







16. 

	 	(q) 	
      will ensure that the Qualifying Expenses to be renounced
      by the Corporation to the Purchasers of the Flow-Through Shares:

	 	 	 	 
	 		(i) 	
      will constitute CEE on the effective date of the
      renunciation;

	 	 	 	 
	 		(ii) 	
      will not include expenses that are (1) “Canadian
      exploration and development overhead expenses” (as defined in the
      Regulations to the Tax Act for purposes of paragraph 66(12.6)(b) of the
      Tax Act) of the Corporation, (2) amounts which constitute specified
      expenses that are a cost of, or for the use of seismic data described in
      paragraph 66(12.6)(b.1) of the Tax Act , (3) any expenses for prepaid
      services or rent that do not qualify as outlays and expenses for the
      period as described in the definition of “expense” in subsection 66(15) of
      the Tax Act or (4) any assistance received by the Corporation of the type
      described in paragraph 66(12.6)(a) of the Tax Act;

	 	 	 	 
	 		(iii) 	
      will not include any amount that has previously been
      renounced by the Corporation to the Purchasers or to any other
    person;

	 	 	 	 
	 		(iv) 	
      would be deductible by the Corporation in computing its
      income for the purposes of Part I of the Tax Act but for the renunciation
      to the Purchasers; and

	 	 	 	 
	 		(v) 	
      will not be subject to any reduction under subsection
      66(12.73) of the Tax Act;

	 	 	 	 
	 	(r) 	
      will refrain from entering into transactions or taking
      deductions which would be likely to reduce its cumulative CEE to an extent
      that would preclude a renunciation of Qualified Expenses under the
      Subscription Agreement in an amount equal to the Commitment
  Amount;

	 	 	 	 
	 	(s) 	
      will not be subject to the provisions of subsection
      66(12.67) of the Tax Act in a manner which impairs its ability to renounce
      Qualifying Expenses to each Purchaser of the Flow-Through Shares in an
      amount equal to the Commitment Amount;

	 	 	 	 
	 	(t) 	
      if the Corporation receives, or becomes entitled to
      receive, any government assistance which is described in paragraph (a) of
      the definition of “excluded obligation” in proposed subsection 6202.1(5)
      of the Regulations to the Tax Act and the receipt of or entitlement to
      receive such government assistance has or will have the effect of reducing
      the Qualifying Expenses renounced to a Purchaser of the Flow-Through
      Shares hereunder to less than the Commitment Amount, the Corporation shall
      incur additional Qualifying Expenses so that it may renounce to the
      Purchaser Qualifying Expenses in an amount not less then the Commitment
      Amount;

	 	 	 	 
	 	(u) 	
      will file with the CRA the form prescribed by subsection
      66(12.68) of the Tax Act, together with a copy of the form of the
      Subscription Agreement pursuant to







17. 

	 		
      which the Flow-Through Shares were issued in accordance
      with and within the time period prescribed by the Tax Act;

	 	 	 
	 	(v) 	
      if the Corporation does not incur and renounce to the
      Purchasers of the Flow- Through Shares, effective on or before December
      31, 2008, Qualifying Expenses equal to the Commitment Amount, the
      Corporation shall indemnify and hold harmless the Purchasers of the
      Flow-Through Shares and each of the partners thereof if any Purchaser is a
      partnership or a limited partnership (for the purposes of this paragraph
      each an “Indemnified Person”) as to, and pay in settlement thereof
      to the Indemnified Person on or before the 20th Business Day
      following the Termination Date, an amount equal to the amount of any tax
      (within the meaning of paragraph (c) of the definition of “excluded
      obligation” in proposed subsection 6202.1(5) of the regulations to the Tax
      Act) payable under the Tax Act (and under any corresponding provincial
      legislation) by any Indemnified Person as a consequence of such failure.
      In the event that the CRA (or similar provincial tax authority) reduces
      the amount renounced by the Corporation to the Purchasers of the
      Flow-Through Shares pursuant to subsection 66(12.73) of the Tax Act (or
      any corresponding provincial legislation), the Corporation shall indemnify
      and hold harmless each Indemnified Person as to, and pay in settlement
      thereof to the Indemnified Person, an amount equal to the amount of any
      tax (within the meaning of paragraph (b) of the definition of “excluded
      obligation” in subsection 6602.1(5) of the Regulations to the Tax Act as
      it currently reads or within the meaning of paragraph (c) of the
      definition of “excluded obligation” in proposed subsection 6202.1(5) of
      the regulations to the Tax Act) payable under the Tax Act (and under any
      corresponding provincial legislation) by the Indemnified Person as a
      consequence of such reduction;

	 	 	 
	 	(w) 	
      will keep proper books, records and accounts of all
      Qualifying Expenses and all transactions affecting the amount of
      Qualifying Expenses to be renounced to Purchasers of the Flow-Through
      Shares, and upon reasonable notice, to make such books, records and
      accounts available for inspection and audit by or on behalf of such
      Purchasers;

	 	 	 
	 	(x) 	
      shall maintain its status as a “principal-business
      corporation” as defined in subsection 66(15) of the Tax Act until such
      time as all of the Qualifying Expenses required to be renounced under this
      Agreement have been incurred and validly renounced pursuant to the Tax
      Act;

	 	 	 
	 	(y) 	
      shall incur and renounce Qualifying Expenses pursuant to
      this Agreement and all other agreements with other persons providing for
      the issue of Flow-Through Shares entered into by the Issuer on the Closing
      Date (collectively the “Other Agreements”) pro rata by
      number of Flow-Through Shares issued or to be issued pursuant thereto
      before incurring and renouncing Qualifying Expenses pursuant to any other
      agreement which the Corporation has entered into or shall enter into with
      any person with respect to the issue of Flow-Through Shares. The
      Corporation shall not, without the prior written consent of the
      Underwriters (such consent not to be unreasonably withheld) enter into any
      other agreement which







18. 

	 		
      would prevent or restrict its ability to renounce
      Qualifying Expenses to the Purchaser in the amount of the Commitment
      Amount. If the Corporation is required under the Tax Act to reduce
      Qualifying Expenses previously renounced to the Purchaser, the reduction
      shall be made pro rata by number of Flow- Through Shares issued or
      to be issued pursuant to this Agreement to the reduction made under the
      Other Agreements but the Corporation shall not reduce Qualifying Expenses
      renounced to the Purchaser under this Agreement until it has first reduced
      to the extent possible all CEE renounced to persons other than the
      Purchaser and the Purchasers under the Other Agreements;

	 	 	 
	 	(z) 	
      shall use the Commitment Amount for an exploration
      program on certain interests in mineral resource properties situated in
      Canada for the purpose of determining the existence, location, extent and
      quality of the mineral resources located thereon; and

	 	 	 
	 	(aa) 	
      shall perform and carry out all of the acts and things to
      be completed by it as provided in this Agreement, unless waived by the
      Underwriters.



9.   
   Representations and Warranties of the Corporation


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

	 	(a) 	
      the Corporation is a corporation duly incorporated,
      continued or amalgamated and validly existing under the laws of the
      jurisdiction in which it was incorporated, continued or amalgamated, as
      the case may be, has all requisite corporate power and authority and is
      duly qualified and holds all necessary material permits, licences and
      authorizations necessary or required to carry on its business as now
      conducted and to own, lease or operate its properties and assets and no
      steps or proceedings have been taken by any person, voluntary or
      otherwise, requiring or authorizing its dissolution or winding up, and the
      Corporation has all requisite power and authority to enter into each of
      this Agreement, the Subscription Agreement, the Warrant Indenture, the
      certificates representing the Brokers’ Warrants and the Brokers’
      Underlying Warrants and to carry out its obligations hereunder and
      thereunder;

	 	 	 
	 	(b) 	
      the Corporation has no direct or indirect material
      subsidiaries nor any investment or proposed investment in any person
      which, for the financial year ended April 30, 2007 accounted for or which,
      for the financial year ending April 30, 2008, is expected to account for,
      more than five percent of the consolidated assets or consolidated revenues
      of the Corporation or would otherwise be material to the business and
      affairs of the Corporation on a consolidated basis.

	 	 	 
	 	(c) 	
      other than as disclosed in the Prospectus, the
      Corporation holds all requisite licences, registrations, qualifications,
      permits and consents necessary or appropriate for carrying on business as
      currently carried on and all such licences,







19. 

	 		
      registrations, qualifications, permits and consents are
      valid and subsisting and in good standing in all material respects except
      where the failure to hold or the lack of good standing in respect to such
      licences, registrations, qualifications, permits and consents in all
      material respects would not have a Material Adverse Effect on the
      Corporation or any of the Subsidiaries. In particular, without limiting
      the generality of the foregoing, the Corporation has not received any
      notice of proceedings relating to the revocation or adverse modification
      of any material mining or exploration permit or licence, nor has the
      Corporation received notice of the revocation or cancellation of, or any
      intention to revoke or cancel, any mining claims, groups of claims,
      exploration rights, concessions or leases with respect to any of the
      Properties where such revocation or cancellation would have a Material
      Adverse Effect on the Corporation;

	 	 	 
	 	(d) 	
      the Corporation is the absolute legal and beneficial
      owner of the Properties and holds either freehold title, leases,
      concessions, claims, options or participating interests or other
      conventional property or proprietary interests or rights, recognized in
      the jurisdiction in which a particular Property is located (collectively,
      “Property Rights”), in respect of the mineral rights located in the
      Properties in which the Corporation has an interest as described in the
      Prospectus under valid, subsisting and enforceable title documents or
      other recognized and enforceable agreements or instruments, sufficient to
      permit the Corporation to explore for mineral deposits relating thereto,
      free and clear of any liens, charges or encumbrances and no material
      commission, royalty, licence fee or similar payment to any person with
      respect to the Properties is payable;

	 	 	 
	 	(e) 	
      all Property Rights in which the Corporation holds an
      interest or right have been validly registered and recorded in accordance
      in all material respects with all applicable laws and are valid and
      subsisting; the Corporation has or will obtain all necessary surface
      rights, access rights and other necessary rights and interests relating to
      the Properties granting the Corporation the right and ability to explore
      for mineral deposits as are appropriate in view of the rights and
      interests therein of the Corporation, with only such exceptions as do not
      unreasonably interfere with the use made by the Corporation of the rights
      or interest so held; and each of the Property Rights and each of the
      documents, agreements and instruments and obligations relating thereto
      referred to above is currently in good standing in the name of the
      Corporation except where the failure to be in good standing would not have
      a Material Adverse Effect on the Corporation;

	 	 	 
	 	(f) 	
      the Properties and Property Rights of the Corporation, as
      disclosed in the Prospectus, constitute an accurate description of the
      Properties and all material Property Rights held by the Corporation, and
      no other property or assets are necessary for the conduct of the business
      of the Corporation as currently conducted, the Corporation does not know
      of any claim or the basis for any claim that might or could materially and
      adversely affect the right thereof to use, transfer or otherwise explore
      for mineral deposits on such Properties and the Corporation holds
      interests in such Properties free and clear of any liens,
  charges







20. 

	 		
      or encumbrances and no material commission, royalty,
      licence fee or similar payment to any person with respect to the
      Properties is payable;

	 	 	 
	 	(g) 	
      the Corporation believes that each of the Technical
      Reports complied with the requirements of NI 43-101 at the time of filing
      thereof and believes that each of the Technical Reports 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 each of the Technical Reports was
prepared;

	 	 	 
	 	(h) 	
      the Corporation made available to the authors of the
      Technical Reports, prior to the issuance thereof, for the purpose of
      preparing such reports, all information requested by them, which
      information, to the knowledge of the Corporation, did not contain any
      material misrepresentation at the time such information was so provided.
      The Corporation has no knowledge of a material adverse change in any
      information provided to the authors of the Technical Reports since that
      date;

	 	 	 
	 	(i) 	
      the Corporation is in compliance with the provisions of
      NI 43-101 and has filed all technical reports required thereby and there
      has been no change to the information set out in the Technical Reports of
      which the Corporation is aware that would require the filing of a new
      technical report under NI 43-101;

	 	 	 
	 	(j) 	
      all exploration activities on the Properties by the
      Corporation have been conducted in all material respects in accordance
      with good exploration practices and all applicable workers’ compensation
      and health and safety and workplace laws, regulations and policies have
      been complied with in all material respects;

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

	 	 	 
	 	(l) 	
      each of the execution and delivery of this Agreement, the
      Subscription Agreement, the Warrant Indenture, the Warrant Certificate,
      the certificates representing the Brokers’ Warrants and the Brokers’
      Underlying Warrants the performance by the Corporation of its obligations
      hereunder or thereunder, the issue and sale of the Offered Securities
      hereunder and the consummation of the transactions contemplated in this
      Agreement, including the issuance and delivery of the Offered Securities
      and the issuance and delivery of the Warrant Shares upon the exercise of
      the Warrants, the Warrant Shares, the Brokers’ Shares and the Brokers
      Warrant Shares, do not and will not conflict with or result in a breach or
      violation of any of the terms or provisions of, or constitute a default
      under (whether after notice or lapse of time or both), (A) any statute,
      rule or regulation applicable to the Corporation including, without
      limitation, applicable Securities Laws and the rules and regulations of
      the TSX-V; (B) the constating documents







21. 

	 		
      of the Corporation, or resolutions of the directors or
      shareholders of the Corporation which are in effect at the date hereof;
      (C) any mortgage, note, indenture, contract, agreement, joint venture,
      partnership, instrument, lease or other document to which the Corporation
      is a party or by which it is bound; or (D) any judgment, decree or order
      binding the Corporation or the property or assets thereof;

	 	 	 	 
	 	(m) 	
      the Corporation is in compliance in all material respects
      with its continuous disclosure obligations under applicable Securities
      Laws and the rules and regulations of the TSX-V and, without limiting the
      generality of the foregoing, there has not occurred any material adverse
      change, financial or otherwise, in the assets, liabilities (contingent or
      otherwise), business, financial condition or capital of the Corporation on
      a consolidated basis since April 30, 2007 which has not been publicly
      disclosed on a non-confidential basis, all statements set forth in all
      documents publicly filed by or on behalf of the Corporation pursuant to
      applicable Securities Laws, including the Documents Incorporated by
      Reference, were true, correct, and complete in all material respects and
      did not contain any misrepresentation as of the date of such statements
      and the Corporation has not filed any confidential material change reports
      since the date of such statements which remains confidential as at the
      date hereof;

	 	 	 	 
	 	(n) 	
      the Corporation has not approved, has not entered into
      any binding agreement in respect of, nor has any knowledge of:

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

	 	 	 	 
	 		(B) 	
      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 otherwise) of the Corporation; or

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

	 	 	 	 
	 	(o) 	
      the Financial Statements, including the notes and the
      related auditors’ reports thereto, in each case as incorporated by
      reference in the Prospectus, have been prepared in accordance with
      generally accepted accounting principles in Canada and present fairly and
      correctly in all material respects, the consolidated financial condition
      of the Corporation as at the dates thereof and the consolidated results of
      the operations and the changes in the financial position of the
      Corporation for the periods then ended and contain and reflect adequate
      provisions or allowance for all reasonably anticipated liabilities,
      expenses and losses of the Corporation, as







22. 

	 		
      applicable, and there has been no change in accounting
      policies or practices of the Corporation since April 30, 2007;

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

	 	 	 
	 	(q) 	
      to the Corporation’s knowledge, the Corporation’s
      Auditors who audited the financial statements of the Corporation for the
      year ended April 30, 2007 and who provided their audit report thereon are
      independent in accordance with the auditors’ rules of professional conduct
      of the Institute of Chartered Accountants of British Columbia, are, to the
      Corporation’s knowledge, independent public accountants as required under
      applicable Securities Laws in Canada and there has never been a reportable
      event (within the meaning of NI 51-102) between the Corporation and the
      Corporation’s Auditors or, to the knowledge of the Corporation, any former
      auditors of the Corporation;

	 	 	 
	 	(r) 	
      except pursuant to the transactions contemplated herein,
      and as disclosed in the Prospectus, no person has or will have at the
      Closing Time any agreement or option, or right or privilege (whether
      pre-emptive or contractual) capable of becoming an agreement or option,
      for the purchase from the Corporation of any unissued shares or securities
      of the Corporation;

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







23. 

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

	 	 	 
	 	(u) 	
      there are no actions, suits, judgments, investigations,
      inquires or proceedings of any kind whatsoever outstanding (whether or not
      purportedly on behalf of the Corporation), pending or, to the knowledge of
      the Corporation, threatened against or affecting the Corporation, or its
      directors or officers, at law or in equity or before or by any commission,
      board, bureau or agency of any kind whatsoever and, to the knowledge of
      the Corporation, there is no basis therefor and the Corporation is not
      subject to any judgment, order, writ, injunction, decree, award, rule,
      policy or regulation of any Governmental Authority which, either
      separately or in the aggregate, may have a Material Adverse Effect on the
      Corporation or would adversely affect the ability of the Corporation to
      perform its obligations under this Agreement;

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

	 	 	 
	 	(w) 	
      no approval, authorization, consent or other order of,
      and no filing, registration or recording with, any Governmental Authority
      or other person is required of the Corporation in connection with the
      execution and delivery of or with the performance by the Corporation of
      this Agreement, the Subscription Agreement and the Warrant Indenture, the
      Warrant Certificate, the certificates representing the Brokers’ Warrants
      and the Brokers’ Underlying Warrants, except: (i) those which have been
      obtained or those which may be required and shall be obtained prior to the
      Closing Time under applicable Securities Laws or the rules of the TSX-V,
      including in compliance with applicable Securities Laws with regard to the
      distribution of the Offered Securities in the Qualifying Provinces, and
      (ii) such post-Closing notice filings with Securities Regulators and the
      TSX-V as may be required in connection with the Offering, including under
      the U.S. Securities Act and related notice filings under applicable United
      States state securities laws as may be required in connection with the
      issue and sale of Units in the United States or to U.S.
  Persons;







24. 

	 	(x) 	
      the Corporation is not in violation of its constating
      documents or in default of the performance or observance of any material
      obligation, agreement, covenant or condition contained in any material
      contract, indenture, trust deed, mortgage, loan agreement, note, lease or
      other agreement or instrument to which it is a party or by which it or its
      property may be bound;

	 	 	 
	 	(y) 	
      any and all of the agreements and other documents and
      instruments pursuant to which the Corporation holds its respective
      property and assets (including any interest in, or right to earn an
      interest in, any property) are valid and subsisting agreements, documents
      or instruments in full force and effect, enforceable in accordance with
      their terms, the Corporation is not in default of any of the material
      provisions of any such agreements, documents or instruments nor has any
      such default been alleged and such properties and assets are in good
      standing under the applicable statutes and regulations of the
      jurisdictions in which they are situated, all material leases, licences
      and claims pursuant to which the Corporation or the Subsidiaries derive
      the interests thereof in such property and assets are in good standing and
      there has been no material default under any such lease, licence or claim.
      None of the properties (or any interest in, or right to earn an interest
      in, any property) of the Corporation or any Subsidiary is subject to any
      right of first refusal or purchase or acquisition right which is not
      disclosed in the Prospectus;

	 	 	 
	 	(z) 	
      at the Closing Time, each of this Agreement, the
      Subscription Agreement, the Warrant Indenture and the Warrant Certificates
      shall have been duly authorized and executed and delivered by the
      Corporation and upon such execution and delivery each shall constitute a
      valid and binding obligation of the Corporation and each shall be
      enforceable against the Corporation in accordance with its terms, except
      as enforcement thereof may be limited by bankruptcy, insolvency,
      reorganization, moratorium and other laws relating to or affecting the
      rights of creditors generally and except as limited by the application of
      equitable principals 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;

	 	 	 
	 	(aa) 	
      at the Closing Time, all necessary corporate action will
      have been taken by the Corporation to carry out its obligations hereunder
      and to allot and authorize the issuance of the Unit Shares and the
      Flow-Through Shares, and, upon receipt by the Corporation of the purchase
      price as consideration for the issuance of the Unit Shares and the
      Flow-Through Shares, such shares will be validly issued and outstanding as
      fully paid and non-assessable securities in the capital of the
      Corporation;

	 	 	 
	 	(bb) 	
      at the Closing Time, all necessary corporate action will
      have been taken by the Corporation to carry out its obligations under the
      Warrant Indenture and to allot and authorize the issuance of the Warrant
      Shares, and, upon the due exercise of the Warrants in accordance with the
      provisions thereof, the Warrant Shares issuable on exercise of the
      Warrants, the Brokers’ Shares issuable on the
exercise







25. 

	 		
      of the Brokers’ Warrants and the Brokers’ Warrant Shares
      issuable upon the exercise of the Brokers’ Underlying Warrants will be
      validly issued as fully paid and non-assessable securities in the capital
      of the Corporation;

	 	 	 
	 	(cc) 	
      the Common Shares are listed and posted for trading on
      the TSX-V and all necessary notices and filings have been made with and
      all necessary consents, approvals and authorizations obtained by the
      Corporation from the TSX-V to ensure that, subject to fulfilling the
      Standard Listing Conditions, the Unit Shares, Flow-Through Shares, the
      Warrant Shares, the Brokers’ Shares and the Brokers’ Warrant Shares will
      be listed and posted for trading on the TSX-V upon their
  issuance;

	 	 	 
	 	(dd) 	
      no order, ruling or determination having the effect of
      suspending the sale or ceasing the trading in any securities of the
      Corporation has been issued by any regulatory authority and is continuing
      in effect and no proceedings for that purpose have been instituted or, to
      the knowledge of the Corporation, are pending, contemplated or threatened
      by any regulatory authority;

	 	 	 
	 	(ee) 	
      the authorized capital of the Corporation consists of an
      unlimited number of Common Shares of which, as at the close of business on
      March 26, 2008, 73,020,825` Common Shares were issued and
    outstanding;

	 	 	 
	 	(ff) 	
      the Corporation has not made any material loans to or
      guaranteed the obligations of any person;

	 	 	 
	 	(gg) 	
      with respect to each premises of the Corporation which is
      material to the Corporation and which the Corporation occupies as tenant
      (the “Leased Premises”), the Corporation occupies the Leased
      Premises and has the exclusive right to occupy and use the Leased Premises
      and each of the leases pursuant to which the Corporation occupies the
      Leased Premises is in good standing and in full force and
effect;

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

	 	 	 
	 	(ii) 	
      Computershare Investor Services Inc. at its principal
      office in the city of Vancouver, British Columbia, has been duly appointed
      as registrar and transfer agent for the Common Shares;

	 	 	 
	 	(jj) 	
      prior to the Closing Time, Computershare Trust Company of
      Canada shall have been duly appointed as the warrant agent under the
      Warrant Indenture;

	 	 	 
	 	(kk) 	
      the minute books and records of the Corporation made
      available to counsel for the Underwriters in connection with their due
      diligence investigation of the Corporation are all of the minute books and
      records of the Corporation and







26. 

	 		
      contain copies of all material proceedings (or certified
      copies thereof or drafts thereof pending approval) of the shareholders,
      the directors and all committees of directors of the Corporation to the
      date of review of such corporate records and minute books and there have
      been no other meetings, resolutions or proceedings of the shareholders,
      directors or any committees of the directors of the Corporation to the
      date hereof not reflected in such minute books and other records, other
      than those which have been disclosed to the Underwriters or which are not
      material in the context of the Corporation, on a consolidated
  basis;

	 	 	 
	 	(ll) 	
      to the knowledge of the Corporation, the Corporation has
      not been and is not currently in violation of, in connection with the
      ownership, use, maintenance or operation of its property and assets,
      including the Properties and the Leased Premises, any applicable federal,
      provincial, state, municipal or local laws, by- laws, regulations, orders,
      policies, permits, licences, certificates or approvals having the force of
      law, domestic or foreign, relating to environmental, health or safety
      matters (collectively the “Environmental Laws”) which would have a
      Material Adverse Effect on the Corporation;

	 	 	 
	 	(mm) 	
      without limiting the generality of subsection immediately
      above, the Corporation does not have any knowledge of, and has not
      received any notice of, any material claim, judicial or administrative
      proceeding, pending or threatened against, or which may affect, either the
      Corporation or any of its property, assets or operations, 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 neither the Corporation nor any of its
      respective property, assets or operations 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, in each case which could reasonably be expected to
      have a Material Adverse Effect on the Corporation;

	 	 	 
	 	(nn) 	
      there are no orders, rulings or directives issued,
      pending or, to the best of the Corporation’s knowledge, threatened against
      the Corporation under or pursuant to any Environmental Laws requiring any
      work, repairs, construction or capital expenditures with respect to the
      property or assets of the Corporation or any of the Subsidiaries
      (including the Leased Premises) which would have a Material Adverse Effect
      on the Corporation;

	 	 	 
	 	(oo) 	
      the Corporation is not subject to any contingent or other
      liability relating to the restoration or rehabilitation of land, water or
      any other part of the environment (except for those derived from normal
      exploration activities) or non-compliance with Environmental Laws which
      could reasonably be expected to have a Material Adverse Effect on the
      Corporation;







27. 

	 	(pp) 	
      there has not been and there is not currently any labour
      disruption, grievance, arbitration proceeding or other conflict which
      could reasonably be expected to have a Material Adverse Effect on the
      Corporation, and the Corporation is in compliance with all provisions of
      all federal, provincial, local and foreign laws and regulations respecting
      employment and employment practices, terms and conditions of employment
      and wages and hours, except where non-compliance with any such provisions
      would not have a Material Adverse Effect on the Corporation;

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

	 	 	 
	 	(rr) 	
      the Prospectus discloses, to the extent required by
      applicable Securities Laws in the Qualifying Provinces, each material plan
      for retirement, bonus, stock purchase, profit sharing, stock option,
      deferred compensation, severance or termination pay contributed to, or
      required to be contributed to, by the Corporation for the benefit of any
      current or former director, officer, employee or consultant of the
      Corporation (the “Employee Plans”), each of which has been
      maintained in all material respects with its terms and with the
      requirements prescribed by any and all statutes, orders, rules and
      regulations that are applicable to such Employee Plans;

	 	 	 
	 	(ss) 	
      the Corporation maintains a system of internal accounting
      controls sufficient to provide reasonable assurances that (A) transactions
      are executed in accordance with management’s general or specific
      authorization, and (B) transactions are recorded as necessary to permit
      preparation of financial statements in conformity with Canadian generally
      accepted accounting principles and to maintain accountability for
      assets;

	 	 	 
	 	(tt) 	
      upon satisfaction of the Standard Listing Conditions on
      the Closing Date, the Unit Shares and Warrants comprising the Units will
      be qualified investments under the Tax Act and the regulations thereunder
      for trusts governed by registered retirement savings plans, registered
      retirement income funds, registered disability savings plans, deferred
      profit sharing plans, registered education savings plans and tax-free
      savings accounts, provided that, in the case of the Warrants, either (a)
      they are listed on a prescribed exchange, or (b) the Corporation deals at
      arm’s length with each person who is an annuitant, a beneficiary, an
      employer or a subscriber under such plan;

	 	 	 
	 	(uu) 	
      all information which has been prepared by the
      Corporation relating to the Corporation, and the business, property and
      liabilities thereof and either publicly disclosed, provided or made
      available to the Underwriters, including the







28. 

	 		 Prospectus and all financial, marketing, sales and operational
        information provided to the Underwriters is, as of the date of such information,
        true and correct in all material respects, taken as whole, and no fact
        or facts have been omitted there from which would make such information
        materially misleading;

	 	 	 
	 	(vv) 	 the Corporation has not withheld and will not withhold
        from the Underwriters prior to the Closing Time, any material facts relating
        to the Corporation or to the Offering;

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

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

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

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

	 	 	 
	 	(aaa) 	 upon issue, the Flow-Through Shares will be “flow-through
        shares” as defined in subsection 66(15) of the Tax Act and are not
        and will not be prescribed shares within the meaning of section 6202.1
        of the regulations to the Tax Act. The Corporation does not have and will
        not have prior to the Termination Date a Prescribed Relationship with
        any Purchaser of the Flow-Through Shares and, if a Purchaser of the Flow-Through
        Shares is a partnership, any partner or limited partner of the partnership;

	 	 	 
	 	(bbb) 	 the Corporation is a “principal-business corporation”
        as defined in subsection 66(15) of the Tax Act;

	 	 	 
	 	(ccc) 	 the Corporation has no reason to believe that it will
        be unable to incur, on or after the Closing Date and on or before the
        Termination Date or that it will be unable to renounce to the Purchasers
        of the Flow-Through Shares effective on or before December 31, 2007, Qualifying
        Expenses in an aggregate amount equal to the








29. 

	 		
      Commitment Amount and the Corporation has no reason to
      expect any reduction of such amount by virtue of subsection 66(12.73) of
      the Tax Act; and

	 	 	 
	 	(ddd) 	
      the Corporation has not entered into any agreements or
      made any covenants to any parties that would restrict the Corporation from
      entering into the Subscription Agreement and agreeing to incur and
      renounce Qualifying Expenses in accordance with this Agreement and the
      Subscription Agreement nor that would require the prior renunciation to
      any other person of Qualifying Expenses prior to the renunciation of the
      Commitment Amount in favour of the Purchasers of the Flow-Through Shares
      and the Corporation has no outstanding obligations to incur and renounce
      Qualifying Expenses to any persons other than pursuant to the Subscription
      Agreement.



10.     Closing


          The
purchase and sale of the Units and the offering of the Flow-Through Shares by
the Underwriters as agents shall be completed at the Closing Time at the offices
of Anfield, Sujir, Kennedy & Durno, or at such other place as Canaccord and
the Corporation may agree. At or prior to the Closing Time, the Corporation
shall duly and validly deliver to the Underwriters one or more certificate(s) in
definitive form representing the Unit Shares, Warrants, Broker Warrants and
Flow-Through Shares, as applicable, registered in the name of “CDS & Co.” or
such other name or names as the Underwriters may notify the Corporation in
writing not less than 24 hours prior to the Closing Time (provided that any Unit
Shares or Warrants sold in the United States or to U.S. Persons pursuant to
Schedule “A” shall be individually certificated and shall not be included in any
global certificate), against payment by the Underwriters to the Corporation, at
the direction of the Corporation, in lawful money of Canada by wire transfer or,
if permitted by applicable law, by certified cheque or bank draft, payable at
par in the City of Toronto, Ontario, of an amount equal to the aggregate
purchase price for the Offered Securities being issued and sold hereunder less
the Commission and all of the estimated out-of-pocket expenses of the
Underwriters payable by the Corporation to the Underwriters in accordance with
section 20 hereof, together with a copy of the Subscription Agreement duly
signed by Canaccord as Agent on behalf of the purchasers of Flow-Through Shares,
a receipt signed by Canaccord (on behalf of the Underwriters) for such
definitive certificate(s) and for receipt of the Commission and such expenses.


11.     Conditions
of Closing 

          The
Underwriters’ obligation to purchase the Units and act as agent in connection
with the offering of the Flow-Through Shares at the Closing Time shall be
subject to the accuracy of the representations and warranties of the Corporation
contained in this Agreement as of the date of this Agreement and as of the
Closing Date, the performance by the Corporation of its obligations under this
Agreement and the following conditions: 

	 	(a) 	
      the Corporation shall cause its counsel, Anfield, Sujir
      Kennedy & Durno, to deliver to the Underwriters and their counsel, a
      legal opinion dated and delivered on the Closing Date, in form and
      substance satisfactory to the Underwriters,







30. 

acting reasonably, and subject to and
containing standard assumptions and qualifications, with respect to the
following matters: 

	 	(i) 	
      the Corporation is a “reporting issuer”, or its
      equivalent, in each of the Qualifying Provinces and it is not listed as in
      default of any of the Securities laws in the Qualifying
  Provinces;

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

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

	 	 	 
	 	(iv) 	
      the Corporation has all necessary corporate power and
      capacity: (A) to execute and deliver this Agreement, the Subscription
      Agreement, the Warrant Indenture and the Warrant Certificates and to
      perform its obligations hereunder and thereunder; (B) to create, issue and
      sell the Units and Flow-Through Shares; (C) to issue the Warrant Shares
      issuable upon exercise of the Warrants in accordance with their terms; (D)
      to issue the Brokers’ Shares upon the exercise of the Brokers’ Warrants;
      and (E) to issue the Brokers’ Warrant Shares upon the issue of the
      Brokers’ Underlying Warrants;

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

	 	 	 
	 	(vi) 	
      upon the payment therefor, the Unit Shares and
      Flow-Through Shares will have been validly issued as fully paid and
      non-assessable shares in the capital of the Corporation;

	 	 	 
	 	(vii) 	
      the Warrants have been validly created;

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

	 	 	 
	 	(ix) 	
      the Brokers’ Shares issuable upon exercise of the
      Brokers’ Warrants have been authorized and allotted for issuance and, upon
      the exercise of the Brokers’ Warrants in accordance with the provisions
      thereof, such Brokers’ Shares will be validly issued as fully paid and
      non-assessable shares of the Corporation;

	 	 	 
	 	(x) 	
      the Brokers’ Warrant Shares issuable upon exercise of the
      Brokers’ Underlying Warrants have been authorized and allotted for
      issuance and, upon the exercise of the Brokers’ Underlying Warrants in
      accordance with







31. 

	 		
      the provisions thereof, such Brokers’ Warrant Shares will
      be validly issued as fully paid and non-assessable shares of the
      Corporation;

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

	 	 	 
	 	(xii) 	
      the rights, privileges, restrictions and conditions
      attaching to the Unit Shares, the Flow-Through Shares, the Warrants, the
      Warrant Shares, the Brokers’ Warrants, the Brokers’ Shares, the Brokers’
      Underlying Warrants and the Brokers’ Underlying Warrant Shares are
      accurately summarized in all material respects in the Final
    Prospectus;

	 	 	 
	 	(xiii) 	
      all necessary documents have been filed, all requisite
      proceedings have been taken and all approvals, permits and consents of the
      appropriate regulatory authority in each of the Qualifying Provinces have
      been obtained by the Corporation to qualify the distribution to the public
      of the Unit Shares, Flow-Through Shares and the Warrants and the
      distribution to the Underwriters of the Brokers’ Warrants in each of the
      Qualifying Provinces through persons who are registered under applicable
      Securities Laws and who have complied with the relevant provisions of
      applicable Securities Laws;

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

	 	 	 
	 	(xv) 	
      the issue by the Corporation of the Brokers’ Shares to be
      issued upon exercise of the Brokers’ Warrants is exempt from, or is not
      subject to, the prospectus and registration requirements of the Securities
      Laws of each of the Qualifying Provinces and no prospectus or other
      documents are







32. 

	 		
      required to be filed, proceedings taken, or approvals,
      permits, consents or authorizations obtained by the Corporation under
      Securities Laws in any of the Qualifying Provinces in respect of such
      distribution;

	 	 	 
	 	(xvi) 	
      the issue by the Corporation of the Brokers’ Warrant
      Shares to be issued upon exercise of the Brokers’ Underlying Warrants is
      exempt from, or is not subject to, the prospectus and registration
      requirements of the Securities Laws of each of the Qualifying Provinces
      and no prospectus or other documents are required to be filed, proceedings
      taken, or approvals, permits, consents or authorizations obtained by the
      Corporation under Securities Laws in any of the Qualifying Provinces in
      respect of such distribution;

	 	 	 
	 	(xvii) 	
      the first trade in, or resale of, the Warrant Shares
      issuable upon exercise of the Warrants is exempt from, or is not subject
      to, the prospectus requirements of the Securities Laws of each of the
      Qualifying Provinces and no prospectus or other documents are required to
      be filed, proceedings taken, or approvals, permits, consents or
      authorizations obtained under Securities Laws in any of the Qualifying
      Provinces in respect of such trade, subject to the exceptions generally
      provided for in such opinions;

	 	 	 
	 	(xviii) 	
      the first trade in, or resale of, the Brokers’ Shares
      issuable upon exercise of the Brokers’ Warrants is exempt from, or is not
      subject to, the prospectus requirements of the Securities Laws of each of
      the Qualifying Provinces and no prospectus or other documents are required
      to be filed, proceedings taken, or approvals, permits, consents or
      authorizations obtained under Securities Laws in any of the Qualifying
      Provinces in respect of such trade, subject to the exceptions generally
      provided for in such opinions;

	 	 	 
	 	(xix) 	
      the first trade in, or resale of, the Brokers’ Warrant
      Shares issuable upon exercise of the Brokers’ Underlying Warrants is
      exempt from, or is not subject to, the prospectus requirements of the
      Securities Laws of each of the Qualifying Provinces and no prospectus or
      other documents are required to be filed, proceedings taken, or approvals,
      permits, consents or authorizations obtained under Securities Laws in any
      of the Qualifying Provinces in respect of such trade, subject to the
      exceptions generally provided for in such opinions;

	 	 	 
	 	(xx) 	
      subject only to the Standard Listing Conditions, the Unit
      Shares, Flow- Through Shares, the Warrant Shares, the Brokers’ Shares and
      the Brokers’ Warrant Shares have been conditionally approved for listing
      on the TSX- V;

	 	 	 
	 	(xxi) 	
      the form and terms of the definitive certificates
      representing the Common Shares have been approved by the board of
      directors of the Corporation







33. 

	 		
      and comply in all material respects with the Business
      Corporations Act, (British Columbia) and the rules and by-laws of the
      TSX-V;

	 	 	 
	 	(xxii) 	
      the execution and delivery of this Agreement, the
      Subscription Agreement, the Warrant Indenture and the Warrant
      Certificates, the certificates representing the Brokers’ Warrants and the
      Brokers’ Underlying Warrants, the fulfilment of the terms hereof and
      thereof by the Corporation and the issuance, sale and delivery of the
      Offered Securities to be issued and sold by the Corporation at the Closing
      Time and the issuance of the Unit Shares, the Flow-Through Shares, the
      Warrants and the Warrant Shares do not and will not create a state of
      facts which, after notice or lapse of time or both, will result in a
      breach of, and do not and will not conflict with: (A) the provisions of
      the Business Corporations Act, British Columbia or British
      Columbia securities law; or (B) the constating documents of the
      Corporation;

	 	 	 
	 	(xxiii) 	
      Computershare Investor Services Inc. has been duly
      appointed as the transfer agent and registrar for the Common
  Shares;

	 	 	 
	 	(xxiv) 	
      Computershare Trust Company of Canada has been duly
      appointed as warrant agent under the Warrant Indenture;

	 	 	 
	 	(xxv) 	
      the Unit Shares and Warrants comprising the Units will be
      qualified investments under the Tax Act and the regulations thereunder for
      trusts governed by registered retirement savings plans, registered
      retirement income funds, registered disability savings plans, deferred
      profit sharing plans and registered education savings plans, provided
      that, in the case of the Warrants, either (a) they are listed on a
      prescribed exchange or (b) the Corporation deals at arm’s length with each
      person who is an annuitant, a beneficiary, an employer or a subscriber
      under such plan and if the resolution concerning tax-free savings accounts
      in the Notice of Ways and Means Motion to Amend the Income Tax Act
      in the 2008 Federal Budget is enacted as currently proposed, the Unit
      Shares comprising part of the Offered Units hereby and the Flow-Through
      Shares, if issued on the date hereof, would be qualified investments under
      the Tax Act for a Tax-Free Savings Account provided that the holder of the
      tax-free savings account deals at arm’s length with the Corporation and is
      not a specified shareholder of the Corporation;

	 	 	 
	 	(xxvi) 	
      the statements set forth in the Final Prospectus under
      the caption “Canadian Federal Income Tax Considerations”, insofar as they
      purport to describe the provisions of the laws referred to therein, are
      fair summaries of the matters discussed therein;

	 	 	 
	 	(xxvii) 	
      the Flow-Through Shares are “flow-through shares” as
      defined in subsection 66(15) of the Tax Act;
and







34. 

	 	(xxviii)	the Flow-Through Shares do not
      constitute “prescribed shares” for the purpose of Regulation 6202.1 of the
      Regulations to the Tax Act. 



	 		
      In connection with such opinion, counsel to the
      Corporation may rely on the opinions of local counsel in the Qualifying
      Provinces acceptable to counsel to the Underwriters, acting reasonably, as
      to certain corporate and securities matters relating to the Corporation
      and as to the qualification for distribution of the Unit Shares, the
      Flow-Through Shares, the Warrants and the Brokers’ Warrant or opinions may
      be given directly by local counsel of the Corporation with respect to
      those items and as to other matters governed by the laws of jurisdictions
      other than the province in which they are qualified to practise and may
      rely, to the extent appropriate in the circumstances, as to matters of
      fact on certificates of officers of the Corporation and others;

	 	 	 
	 	(b) 	
      for purposes of Schedule “A”, if any Units are sold by an
      Underwriter or any affiliate of the Underwriters or Selling Firm in
      transactions requiring an exemption from the registration requirements
      under the U.S. Securities Act, the Corporation shall cause a favourable
      legal opinion to be delivered by its United States counsel, Troutman
      Sanders LLP, to the Underwriters, such opinion to be subject to such
      qualifications and assumptions as the Underwriters may agree, acting
      reasonably, to the effect that no registration of the Unit Shares and
      Warrants will be required under the U.S. Securities Act in connection with
      the offer and sale of the Units in the United States or to U.S. Persons,
      provided, that the sale of the Units in the United States and to U.S.
      Persons is made in accordance with Schedule “A” hereto, it being
      understood that such counsel need not express its opinion with respect to
      any subsequent resales of the Unit Shares or Warrants comprising the Units
      or the Warrant Shares and may rely, to the extent appropriate in the
      circumstances, as to matters of fact on certificates of officers of the
      Corporation and others;

	 	 	 
	 	(c) 	
      the Underwriters shall have received favourable legal
      opinions addressed to the Underwriters, in form and substance satisfactory
      to the Underwriters, acting reasonably, dated as of the Closing Date, from
      counsel to the Corporation in Labrador with respect to title to the
      material mineral projects of the Corporation;

	 	 	 
	 	(d) 	
      the Underwriters shall have received a certificate, dated
      as of the Closing Date, signed by the Chief Executive Officer and Chief
      Financial Officer of the Corporation, or such other officer(s) of the
      Corporation as the Underwriters may agree, certifying for and on behalf of
      the Corporation, to the best of the knowledge, information and belief of
      the persons so signing, with respect to: (i) the articles and by-laws of
      the Corporation; (ii) the resolutions of the Corporation’s board of
      directors relevant to the issue and sale of the Offered Securities to be
      issued and sold by the Corporation and the authorization of the other
      agreements and transactions contemplated herein; and (iii) the incumbency
      and signatures of signing officers of the
Corporation;







35. 

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

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

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

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

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

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

	 	 	 	 
	 		(v) 	
      there has been no change in any material fact (which
      includes the disclosure of any previously undisclosed material fact)
      contained in the Final Prospectus which fact or change is, or may be, of
      such a nature as to render any statement in the Final Prospectus
      misleading or untrue in any material respect or which would result in a
      misrepresentation in the Final







36. 

Prospectus or which would result in
the Final Prospectus not complying with applicable Securities Laws in the
Qualifying Provinces; 

	 	(g) 	
      the Underwriters shall have received copies of
      correspondence indicating that the Corporation has obtained all necessary
      approvals for the Unit Shares, Flow- Through Shares, Warrant Shares, the
      Brokers’ Shares and the Brokers’ Warrant Shares to be conditionally listed
      on the TSX-V, subject only to the Standard Listing Conditions;

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

	 	 	 
	 	(i) 	
      the Underwriters shall have received duly executed copies
      of the Subscription Agreement and Warrant Indenture in form and substance
      satisfactory to the Underwriters, acting reasonably;

	 	 	 
	 	(j) 	
      the Underwriters shall have received a certificate from
      Computershare Investor Services Inc. as to the number of Common Shares
      issued and outstanding as at the date immediately prior to the Closing
      Date;

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

	 	 	 
	 	(l) 	
      the Underwriters shall have received confirmation that
      the Corporation is a reporting issuer or the equivalent in each Qualifying
      Province not in default of the applicable Securities Laws of such
      Qualifying Province.



12.     Restrictions
on Further Issues or Sales 

          During
the period commencing on the date hereof and ending on the day which is 90 days
following the Closing Date, the Corporation shall not, directly or indirectly,
without the prior consent of Canaccord, such consent not to be unreasonably
withheld, issue or announce any offer, sale or other issuance of any Common
Shares or further securities or agree to do so, save and except for (i) as
contemplated by this Agreement, (ii) pursuant to the grant or exercise of stock
options and other similar issuances pursuant to the Corporation’s share
incentive plan and other share compensation arrangements outstanding as of the
date hereof, (iii) pursuant to the exercise of warrants outstanding as at the
date hereof or the Warrants issued under the Offering, (iv) pursuant to share
issuance obligations under existing agreements; or (v) the issue of securities
in connection with property or share acquisitions in the normal course of
business. 

13.     All
Terms to be Conditions 

          The
Corporation agrees that the conditions contained in section 11 will be complied
with insofar as the same relate to acts to be performed or caused to be
performed by the Corporation 




37. 

and that it will use its reasonable best efforts to cause all
such conditions to be complied with. Any breach or failure to comply with any of
the conditions set out in section 11 shall entitle the Underwriters (or any of
them) to terminate their obligation to arrange for the sale of the Offered
Securities, by written notice to that effect given to the Corporation at or
prior to the Closing Time. It is understood that the Underwriters may waive, in
whole or in part, or extend the time for compliance with, any of such terms and
conditions without prejudice to the rights of the Underwriters in respect of any
such terms and conditions or any other or subsequent breach or non-compliance,
provided that to be binding on the Underwriters any such waiver or extension
must be in writing. 

14.     Termination
Events 

          Each
Underwriter shall also be entitled to terminate its obligation to purchase the
Units and to act as agent in connection with the issue and sale of the
Flow-Through Shares by written notice to that effect given to the Corporation at
or prior to the Closing Time if: 

	 	(a) 	
      material change – there shall have occurred any
      material change or new material fact or a development in the Corporation’s
      affairs that could result in a material change or a new material fact
      that, in the opinion of the Underwriters, acting reasonably, prevents or
      restricts trading in or the distribution of the Offered Securities in a
      material respect or has or may have a materially adverse effect on the
      market price or value of the Corporation’s common shares;

	 	 	 
	 	(b) 	
      disaster out/regulatory out – (i) any inquiry,
      action, suit, investigation or other proceeding (whether formal or
      informal) is commenced, announced or threatened or any order made by any
      federal, provincial, state, municipal or other governmental department,
      commission, board, bureau, agency or instrumentality including, without
      limitation, the TSX-V or any securities regulatory authority (other than
      any such inquiry, action, suit investigation or other proceeding or order
      relating solely to the Underwriter) or any law or regulation is enacted or
      proposed or changed that, in the opinion of the Underwriters, acting
      reasonably, operates to prevent or restrict the trading of the Offered
      Securities in a material respect or materially and adversely affects or
      will materially and adversely affect the market price or value of the
      Offered Securities; or (ii) if there should develop, occur or come into
      effect or existence any event, action, state, condition or major financial
      occurrence of national or international consequence, any acts of terrorism
      or hostilities or escalation thereof or other calamity or crisis, or any
      law or regulation that, in the opinion of the Underwriters, acting
      reasonably, materially adversely affects, or would be expected to
      materially adversely affect, the financial markets or the business,
      operations or affairs of the Corporation taken as a
  whole.



15.     Exercise
of Termination Right 

          If
this Agreement is terminated by any of the Underwriters pursuant to section 14,
there shall be no further liability on the part of such Underwriter or of the
Corporation to such Underwriter, except in respect of any liability which may
have arisen or may thereafter arise 




38. 

under sections 18, 19 and 20. The right of the Underwriters (or
any of them) to terminate their obligations under this Agreement is in addition
to such other remedies as they may have in respect of any matter contemplated by
this Agreement. A notice of termination given by one Underwriter under section
14 shall not be binding upon the other Underwriters. 

16.     Over-Allotment
Option 

	 	(a) 	
      The Corporation hereby grants to the Underwriters, for
      the purpose of covering over-allotments, if any, and for market
      stabilization purposes, the Over-Allotment Option to purchase the
      Over-Allotment Units and the Over-Allotment Flow- Through Shares. The
      Over-Allotment Option is exercisable in whole or in part at any time or
      times on or before 5:00 p.m. (Toronto time) on the 30th day following the
      Closing Date. For greater certainty, the Underwriters shall be paid the
      Commission and issued Brokers’ Warrants in respect of the issue and sale
      of any Over-Allotment Units and Over-Allotment Flow-Through Shares
      purchased pursuant to the exercise of the Over-Allotment Option on the day
      of issue of the Over-Allotment Units or the Over-Allotment Flow-Through
      Shares. Canaccord, on its own behalf and on behalf of the Underwriters,
      may exercise the Over- Allotment Option in whole or in part from time to
      time during the currency thereof by delivering written notice to the
      Corporation (the “Over-Allotment Notice”) specifying the number of
      Over-Allotment Units and/or and Over- Allotment Flow-Through Shares which
      the Underwriters wish to purchase. If the Underwriters exercise the
      Over-Allotment Option, the Underwriters shall, on the Closing Date, which
      shall be a date that is not less than three Business Days and not more
      than seven Business Days after the date of the Over-Allotment Notice (such
      day to be agreed between the Underwriters and the Corporation, each acting
      reasonably), pay to the Corporation the aggregate purchase price for the
      Over- Allotment Units and/or Over-Allotment Flow-Through Shares so
      purchased by wire transfer, certified cheque or bank draft in Canadian
      currency payable at par in Toronto, Ontario against delivery of one or
      more certificates in definitive form representing the Unit Shares and
      Warrants comprising the Over-Allotment Units and/or Flow-Through Shares
      comprising the Over-Allotment Flow-Through Shares, registered in the name
      of “CDS & Co.” or in such other name or names as the Underwriters
      direct (provided that any Unit Shares or Warrants sold in the United
      States or to U.S. Persons pursuant to Schedule “A” shall be individually
      certificated and shall not be included in any global certificate). The
      applicable terms, conditions and provisions of this Agreement (including,
      without limitation, the provisions of section 11 relating to Closing
      deliveries unless otherwise agreed to by the Corporation and the
      Underwriters) shall apply mutatis mutandis to the Closing of the
      issuance of any Over-Allotment Units and/or Over-Allotment Flow-Through
      Shares pursuant to any exercise of the Over-Allotment Option.

	 	 	 
	 	(b) 	
      In the event that the Corporation shall subdivide,
      consolidate, reclassify or otherwise change its Common Shares during the
      period in which the Over- Allotment Option is exercisable, appropriate
      adjustments will be made to the Unit Issue Price and/or FTS Issue Price,
      as applicable, and to the number of Over- Allotment Units and/or
      Over-Allotment Flow-Through Shares, as
applicable,







39. 

issuable on exercise thereof such that the Underwriters are
entitled to arrange for the sale of the same number and type of securities that
the Underwriters would have otherwise arranged for had they exercised such
Over-Allotment Option immediately prior to such subdivision, consolidation,
reclassification or change. 

17.     Survival
of Representations and Warranties 

          All
representation, warranties, covenants and agreements herein contained or
contained in any documents delivered pursuant to this Agreement and in
connection with the transaction of purchase and sale herein contemplated shall
survive the purchase and sale of the Units and the offering of the Flow-Through
Shares by the Underwriters as agents, and the termination of this Agreement and
shall continue in full force and effect for the benefit of the Underwriters, the
Purchasers and/or the Corporation, as the case may be, in accordance with
applicable law, regardless of any subsequent disposition of the Offered
Securities or any investigation by or on behalf of the Underwriters with respect
thereto for a period ending on the later of: (i) the date that is two years
following the Closing Date, and (ii) the latest date under the applicable
Securities Laws relevant to a substituted purchaser of the Offered Securities
(non-residents of Canada being deemed to be resident in the Province of Ontario
for such purposes) that a substituted purchaser may be entitled to commence an
action or exercise a right of rescission, with respect to a misrepresentation
contained in the Prospectus or, if applicable, any Supplementary Material. The
Underwriters and the Corporation shall be entitled to rely on the
representations and warranties of the Corporation or the Underwriters, as the
case may be, contained herein or delivered pursuant hereto notwithstanding any
investigation which the Underwriters or the Corporation may undertake or which
may be undertaken on their behalf. 

18.     Indemnification
by the Corporation 

	 	(a) 	
      The Corporation shall fully indemnify and save harmless
      each of the Underwriters and their respective affiliates, and the
      respective directors, officers, employees and agents thereof
      (collectively, the “Indemnified Parties” and individually an
      “Indemnified Party”) from and against all losses (other than losses
      of profit), claims, damages, liabilities, costs and expenses, (including
      the reasonable fees and expenses of the Indemnified Parties’ counsel that
      may be incurred in advising with respect to or defending such claim), in
      any capacity under any statute or common law or otherwise insofar as such
      expenses, losses, claims, damages, liabilities or actions arise out of or
      are based, directly or indirectly, upon the performance of professional
      services rendered to the Corporation by the Indemnified Parties or
      otherwise in connection with the matters referred to in this Agreement,
      including, without limitation, in any way caused by, or arising directly
      or indirectly from, or in consequence of caused by or arising directly or
      indirectly from or in consequence of:

	 	 	 	 
	 		(i) 	
      the breach of, or default under, any term, condition,
      covenant or agreement of the Corporation made or contained herein or in
      any other document of the Corporation delivered pursuant hereto or made by
      the Corporation in connection with the sale of the Offered Securities or
      any representation or warranty of the Corporation made or contained herein
      or







40. 

	 		
      in any other document of the Corporation delivered
      pursuant hereto or in connection with the sale of the Offered Securities
      being or being alleged to be untrue, false or misleading;

	 	 	 
	 	(ii) 	
      any negligence or wilful misconduct by the Corporation
      relating to or connected with the sale by the Corporation of the Offered
      Securities;

	 	 	 
	 	(iii) 	
      any omission or alleged omission to state in any of the
      Preliminary Prospectus, Final Prospectus or Supplementary Material
      (including, for greater certainty, the Documents Incorporated by Reference
      and any Subsequent Disclosure Documents) or in any certificate of the
      Corporation delivered under this Agreement or pursuant to this Agreement
      any fact (except facts relating solely to the Underwriters), required to
      be stated in such document or necessary to make any statement in such
      document not misleading in light of the circumstances under which it was
      made;

	 	 	 
	 	(iv) 	
      any order made or enquiry, investigation or proceedings
      commenced or threatened by any securities regulator or other competent
      authority, not based upon the activities or alleged activities of the
      Underwriters, based upon any untrue, false or misleading statement or
      omission or alleged untrue, false or misleading statement or omission or
      any misrepresentation or alleged misrepresentation made by the
      Corporation;

	 	 	 
	 	(v) 	
      the non-compliance or alleged non-compliance by the
      Corporation with any of the Securities Laws of the Qualifying Provinces or
      the U.S. Securities Act relating to or connected with the sale by the
      Corporation of the Offered Securities, including the Corporation’s
      non-compliance with any statutory requirement to make any document
      available for inspection,




	 		
      provided that, in the event and to the extent that a
      court of competent jurisdiction in a final judgment from which no appeal
      can be made or a regulatory authority in a final ruling from which no
      appeal can be made shall determine that the liabilities, claims, actions,
      suits, proceedings, losses, costs, damages or expenses resulted from the
      negligence, fraud or wilful misconduct of an Indemnified Party claiming
      indemnity, this indemnity shall not apply.

	 	 	 
	 	(b) 	
      If any claim contemplated by this section 18 shall be
      asserted against any of the Indemnified Parties, or if any potential claim
      contemplated by this section 18 shall come to the knowledge of any of the
      Indemnified Parties, the Indemnified Party concerned shall notify in
      writing the Corporation as soon as possible of the nature of such claim
      (provided that any failure to so notify in respect of any potential claim
      shall affect the liability of the Corporation under this section 18 only
      to the extent that the Corporation is prejudiced by such failure). The
      Corporation shall, subject as hereinafter provided, be entitled (but not
      required) to assume the defence on behalf of the Indemnified Party of any
      suit brought to enforce such claim; provided that the defence shall be
      through legal counsel selected by the Corporation and acceptable to the
      Indemnified Party, acting







41. 

reasonably and no admission of
liability shall be made by the Corporation or the Indemnified Party without, in
each case, the prior written consent of all the Indemnified Parties affected and
the Corporation, in each case such consent not to be unreasonably withheld. An
Indemnified Party shall have the right to employ separate counsel in any such
suit and participate in the defence thereof but the fees and expenses of such
counsel shall be at the expense of the Indemnified Party unless: 

	 	(i) 	
      the Corporation fails to assume the defence of such suit
      on behalf of the Indemnified Party within twenty days of receiving notice
      of such suit;

	 	 	 
	 	(ii) 	
      the employment of such counsel has been authorized by the
      Corporation; or

	 	 	 
	 	(iii) 	
      the named parties to any such suit (including any added
      or third parties) include the Indemnified Party and the Corporation and
      the Indemnified Party and the Corporation shall have been advised in
      writing by counsel that representation of the Indemnified Party by counsel
      for the Corporation is inappropriate as a result of the potential or
      actual conflicting interests of those
represented;




	 		
      (in each of cases (i), (ii) or (iii), the Corporation
      shall not have the right to assume the defence of such suit on behalf of
      the Indemnified Party, but the Corporation shall only be liable to pay the
      reasonable fees and disbursements of one firm of separate counsel for all
      Indemnified Parties. In no event shall the Corporation be required to pay
      the fees and disbursements of more than one set of counsel for all
      Indemnity Parties in respect of any particular claim or set of
    claims).

	 	 	 
	 	(c) 	
      The Corporation hereby acknowledges and agrees that, with
      respect to sections 18 and 19 hereof, the Underwriters are contracting on
      their own behalf and as agents for their affiliates, directors, officers,
      employees and agents and their respective directors, officers, employees
      and agents (collectively, the “Beneficiaries”). In this regard,
      each of the Underwriters shall act as trustee for the Beneficiaries of the
      covenants of the Corporation under sections 18 and 19 hereof with respect
      to the Beneficiaries and accepts these trusts and shall hold and enforce
      such covenants on behalf of the Beneficiaries.



The rights of indemnity contained in this section 18 shall not
enure to the benefit of the Underwriters or any other Indemnified Party if the
person asserting any claim contemplated by this section 18 was not provided with
a copy of the Prospectus or Supplementary Material which corrects any untrue
statement or information, misrepresentation or omission which is the basis of
such claim and which is required under the Securities Laws to be delivered to
such person by the Underwriters or members of their banking or selling group (if
any). 

19.     Contribution


	 	(a) 	
      In order to provide for just and equitable contribution
      in circumstances in which the indemnity provided in section 18 hereof
      would otherwise be available in







42. 

	 		
      accordance with its terms but is, for any reason not
      solely attributable to any one or more of the Indemnified Parties, held to
      be unavailable to or unenforceable by the Indemnified Parties or
      enforceable otherwise than in accordance with its terms, the Underwriters
      and the Corporation shall contribute to the aggregate of all claims,
      damages, liabilities, costs and expenses and all losses (other than losses
      of profits) of the nature contemplated in section 18 hereof and suffered
      or incurred by the Indemnified Parties in proportions such that the
      Underwriters shall be responsible for the portion represented by the
      percentage that the total Underwriters’ fee payable to the Underwriters
      bears to the aggregate purchase price of the Units and the Flow-Through
      Shares being offered by the Underwriters as agents, both as determined
      pursuant to the provisions hereof, and the Corporation shall, subject to
      subsection (b) of this section 19 be responsible for the balance, whether
      or not it has been sued or sued separately; provided that the Underwriters
      shall not in any event be liable to contribute, in the aggregate, any
      amount in excess of such total fee or any portion thereof actually
      received. However, no party who has engaged in any fraud, fraudulent
      misrepresentation or negligence shall be entitled to claim contribution
      from any person who has not engaged in such fraud, fraudulent
      misrepresentation or negligence.

	 	 	 
	 	(b) 	
      For greater certainty, the Corporation shall not have any
      obligation to contribute pursuant to this section 19 in respect of any
      claim except to the extent the indemnity given by it in section 18 hereof
      would have been applicable to such claim in accordance with its terms, had
      such indemnity been found to be enforceable and available to the
      Indemnified Parties.

	 	 	 
	 	(c) 	
      The rights to contribution provided in this section 19
      shall be in addition to and not in derogation of any other right to
      contribution which the Indemnified Parties may have by statute or
      otherwise at law provided that subsections (a) and (b) of this section 19
      shall apply, mutatis mutandis, in respect of such other
    right.

	 	 	 
	 	(d) 	
      If an Indemnified Party has reason to believe that a
      claim for contribution may arise, the Indemnified Party shall give the
      Corporation notice thereof in writing, but failure to so notify shall not
      relieve the Corporation of any obligation which it may have to the
      Indemnified Party under this section 19 provided that the Corporation is
      not prejudiced by such failure, and the right of the Corporation to assume
      the defence of such Indemnified Party shall apply as set out in section 18
      hereof, mutatis mutandis.



20.     Expenses


          The
Corporation shall pay all expenses and fees in connection with the Offering
contemplated by this Agreement, including, without limitation, all expenses of
or incidental to the creation, issue, sale or distribution of the Offered
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 qualification of the
Offered Securities for distribution, the fees and expenses of the Corporation’s
counsel and of local counsel to the Corporation, the reasonable fees and
expenses of the Corporation’s Auditors 




43. 

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 Offered Securities, all reasonable
expenses and fees incurred by the Underwriters and the reasonable fees of the
Underwriters’ counsel, whether or not the Offering or any part thereof is
completed. 

21.     Underwriters’
Obligations 

          The
Underwriters’ obligations under this Agreement shall be several and not joint,
and the Underwriters’ respective obligations and rights and benefits hereunder
shall be as to the following percentages: 


	Canaccord Capital Corporation 	- 	80% 
	Thomas Weisel Partners Canada Inc. 	- 	20% 



If an Underwriter (a “Refusing Underwriter”) shall not
complete the purchase and sale of the Units which such Underwriter has agreed to
purchase hereunder for any reason whatsoever or to complete the sale as agent of
the Flow-Through Shares to the public, the other Underwriters (the
“Continuing Underwriters”) shall be entitled, at their option, to
purchase all but not less than all of the Units which would otherwise have been
purchased by such Refusing Underwriter pro rata according to the number
of Units to have been acquired by the Continuing Underwriters hereunder or in
such proportion as the Continuing Underwriters shall agree in writing and to
offer the Flow-Through Shares as agent to the public. If the Continuing
Underwriters do not elect to purchase the balance of the Units or to offer the
Flow-Through Shares as agent to the public pursuant to the foregoing: 

	 	(a) 	
      the Continuing Underwriters shall not be obliged to
      purchase any of the Units that any Refusing Underwriter is obligated to
      purchase or to offer to sell as agent any Flow-Through Shares which the
      Refusing Underwriter agreed to sell as agent; and

	 	 	 
	 	(b) 	
      the Corporation shall not be obliged to sell less than
      all of the Units and all of the Flow-Through
Shares,



and the Corporation shall be entitled to terminate its
obligations under this Agreement arising from its acceptance of this offer, in
which event there shall be no further liability on the part of the Corporation
or the Continuing Underwriters, except pursuant to the provisions of sections
18, 19 and 20. Nothing in this Agreement shall oblige any U.S. broker-dealer
affiliate of any of the Underwriters to purchase the Units or act as agent with
respect to the offering of the Flow-Through Shares. Any U.S. broker dealer
affiliate who makes any offers of the Offered Securities in the United States or
to U.S. Persons will do so solely as an agent for an Underwriter. 

22.     Underwriters’
Authority 

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




44. 

23.     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:

	 	 	 
	 		
      Crosshair Exploration & Mining Corp. 
Suite 1240
      
1140 West Pender Street 
Vancouver, British Columbia 
V6E
    4G1

	 	 	 
	 		Fax:      (604)
681-8039
	 		Attention:      Chief
      Executive Officer
	 	 	 
	 		with a copy (but not as notice) to:
	 	 	 
	 		Anfield Sujir Kennedy & Durno 
Suite 1600
	 		609 Granville Street
	 		P.O. Box 10068 Pacific Centre
	 		Vancouver, British Columbia V7Y 1C3
	 	 	 
	 		Fax:      (604) 669-3877
      
Attention:      Jay Sujir
	 	 	 
	 	(b) 	If to the Underwriters, to:
	 	 	 
	 		Canaccord Capital Corporation 
Brookfield Place
	 		161 Bay Street
	 		Suite 3000 P.O. Box 516
	 		Toronto, Ontario M5J 2S1
	 	 	 
	 		Fax:      (416)
869-3876
	 		Attention:      Craig G. H.
      Warren
	 	 	 
	 		Thomas Weisel Partners Canada Inc.
	 		70 York Street
	 		10 th Floor
	 		Toronto, Ontario M5J 1S9
	 	 	 
	 		Fax:      (416) 815-1808
      
Attention:      Jean-Pierre
  Buyze






45. 

with a copy (but not as notice) to:


Fraser Milner Casgrain LLP 
1 First
Canadian Place 
100 King Street West 
Toronto, Ontario M5X 1B2 

Fax:      (416) 863-4592 

  Attention:      Michael Melanson 

Each notice or other communication shall be in writing and
shall be personally delivered to the addressee or sent by facsimile transmission
to the addressee and: (i) a notice which is personally delivered shall, if
delivered on a Business Day, be deemed to be given and received on that day and,
in any other case, be deemed to be given and received on the first Business Day
following the day on which it is delivered; and (ii) a notice which is sent by
facsimile transmission shall be deemed to be given and received on the first
Business Day following the day on which it is sent. The Corporation and the
Underwriters may change their respective addresses for notices by notice given
in the manner aforesaid. 

24.     Time
of the Essence 

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

25.     Headings


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

26.     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. 

27.     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, including, without limitation, the Engagement Letter. This
Agreement may be amended or modified in any respect by written instrument only.


28.     Severability


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




46. 

29.     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. 

30.     Successors
and Assigns 

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

31.     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. 

32.     Obligations
of the Underwriters 

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

33.     Market
Stabilization 

          In
connection with the distribution of the Offered Securities, the Underwriters (or
any of them) may effect transactions which stabilize or maintain the market
price of the Common Shares at levels other than those which might otherwise
prevail in the open market, but in each case as permitted by applicable Canadian
Securities Laws. Such stabilizing transactions, if any, may be discontinued by
the Underwriters at any time. 

34.     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. 

35.     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. 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 




47. 

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 Underwriters. 

Yours very truly, 

CANACCORD CAPITAL CORPORATION 

Per: (signed) “Craig G. H.
Warren” 
           
Authorized Signing Officer 

THOMAS WEISEL PARTNERS CANADA INC. 

Per: (signed) “Jean-Pierre
Buyze” 
           
Authorized Signing Officer 

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

CROSSHAIR MINING & EXPLORATION INC. 

Per: (signed) “Mark J. Morabito”

           
Authorized Signing Officer 




A-1 

SCHEDULE “A” 
COMPLIANCE WITH UNITED STATES
SECURITIES LAWS 

This is Schedule “A” to the underwriting agreement dated as
of March 26, 2008 among the Corporation and the Underwriters (the “Underwriting
Agreement”). 

	1. 	
      As used in this Schedule “A”, capitalized terms used
      herein and not defined herein shall have the meanings ascribed thereto in
      the Underwriting Agreement to which this Schedule “A” is annexed and the
      following terms shall have the meanings indicated:

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

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

	 	 
		
      “Foreign Issuer” shall have the meaning ascribed thereto
      in Regulation S. Without limiting the foregoing, but for greater clarity,
      it means any issuer which is (a) the government of any country other than
      the United States, of any political subdivision thereof or a national of
      any country other than the United States; or (b) 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:
      (1) more than 50 percent of the outstanding voting securities of such
      issuer either directly or indirectly owned of record 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;

	 	 
		
      “General Solicitation” or “General Advertising” means
      “general solicitation or general advertising,” as used under Rule 502(c)
      of Regulation D. Without limiting the foregoing, but for greater clarity,
      general solicitation or general advertising includes, but is not limited
      to, any advertisements, articles, notices or other communications
      published in any newspaper, magazine or similar media or on the Internet
      or broadcast over radio, television or the Internet, or any seminar or
      meeting whose attendees had been invited by general solicitation or
      general advertising;

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

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

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

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







A-2 

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

	 	 	 
		
      “U.S. Affiliate” means the United States registered
      broker-dealer affiliate of the Underwriter; and

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

	 	 	 
	2. 	
      The Corporation hereby represents, warrants, covenants
      and agrees to and with the Underwriters that:

	 	 	 
		(a) 	
      The Corporation is a Foreign Issuer with no Substantial
      U.S. Market Interest in the Offered Securities, the Unit Shares, the
      Warrants or the Warrant Shares.

	 	 	 
		(b) 	
      During the period in which the Offered Securities are
      offered for sale, none of the Corporation, its affiliates or any person
      acting on its or their behalf (other than the Underwriters, the U.S.
      Affiliates, or a Selling Firm, as to whom the Corporation makes no
      representation) (i) has engaged or will engage in any Directed Selling
      Efforts, (ii) has taken or will take any action in violation of Regulation
      M under the U.S. Exchange Act in connection with the Offered Securities,
      or (iii) has offered or will offer to sell, or has solicited or will
      solicit offers to buy, the Units in the United States or to U.S. Persons
      by means of any form of General Solicitation or General Advertising or in
      any manner involving a public offering within the meaning of Section 4(2)
      of the U.S. Securities Act.

	 	 	 
		(c) 	
      The Corporation is not, and as a result of the sale of
      the Offered Securities, the Unit Shares, the Warrants or the Warrant
      Shares contemplated hereby will not be, registered or required to be
      registered as an “investment company” under the United States Investment
      Company Act of 1940, as amended.

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

	 	 	 
		(e) 	
      Except with respect to the offer and sale of the Units
      offered hereby, the Corporation has not, for a period of six months prior
      to the commencement of the offering of the Offered Securities, sold,
      offered for sale or solicited any offer to buy any of its securities in
      the United States or to U.S. Persons in a manner that would be integrated
      with the offer and sale of the Units and would cause the exemption from
      registration set forth in Rule 506 of Regulation D to become unavailable
      with respect to the offer and sale of the
Units.







A-3 

	 	(f) 	
      During the period in which the Units are offered for
      sale, none of it, its affiliates, or any person acting on its or their
      behalf (other than the Underwriters, the U.S. Affiliates, their respective
      affiliates or any person acting on their behalf, in respect of which no
      representation is made) will take any action in violation of Regulation M
      under the U.S. Exchange Act in connection with the Offered Securities, or
      that would cause the exemption afforded by Rule 506 of Regulation D to be
      unavailable for offers and sales of the Units in the United States or to
      U.S. Persons in accordance with the Underwriting Agreement, including this
      Schedule “A”, or the exclusion from registration afforded by Rule 903 of
      Regulation S to be unavailable for offers and sales of the Offered
      Securities outside the United States to non-U.S. Persons in accordance
      with the Underwriting Agreement, including this Schedule “A”.

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

	 	 	 
	 	(j) 	
      The Corporation will, within the prescribed time periods,
      prepare and file any forms or notices required under the U.S. Securities
      Act or any state securities laws in connection with the sale of the
      Units.




	3. 	
      Each of the Underwriters acknowledges that the Offered
      Securities, the Unit Shares, the Warrants and the Warrant Shares have not
      been and will not be registered under the U.S. Securities Act or
      applicable state securities laws, and the Offered Securities may be
      offered and sold only in transactions exempt from or not subject to the
      registration requirements of the U.S. Securities Act and applicable state
      securities laws. Accordingly, each Underwriter represents, warrants and
      covenants to and with the Corporation and will cause its U.S. Affiliate to
      comply with such representations, warranties and covenants,
that:

	 	 	 
		(a) 	
      It has not offered or sold, and will not offer or sell,
      any Offered Securities constituting part of its allotment, except (i)
      within the United States or to U.S. Persons in compliance with this
      Schedule “A”, or (ii) outside the United States to non-U.S. Persons in
      “offshore transactions,” as such term is defined in Regulation S, in
      accordance with Regulation S. Accordingly, except as provided in the
      Underwriting Agreement or this Schedule “A”, none of it, its affiliate(s)
      or any persons acting on its or their behalf have engaged or will engage
      in: (i) any offer to sell or any solicitation of an offer to buy, any
      Offered Securities to any person in the United States or to a U.S. Person;
      (ii) any sale of Offered Securities to any purchaser unless, at the time
      the buy order was or will have been originated, the purchaser was outside
      the United States and not a U.S. Person, or such Underwriter, affiliate or
      person acting on behalf of either reasonably believed that such purchaser
      was outside the United States and not a U.S. Person; or (iii) any Directed
      Selling Efforts.

	 	 	 
		(b) 	
      It has not entered and will not enter into any
      contractual arrangement with respect to the distribution of the Offered
      Securities, except with its affiliates, a Selling Firm or with the prior
      written consent of the Corporation.







A-4 

	4. 	
      Each of the Underwriters represents, warrants, covenants
      and agrees to and with the Corporation that:

	 	 	 
		(a) 	
      All offers and sales of the Units in the United States
      will be effected through its U.S. Affiliate in accordance with all
      applicable U.S. federal and state broker-dealer requirements.

	 	 	 
		(b) 	
      Its U.S. Affiliate is a member of, and in good standing
      with, the Financial Industry Regulatory Authority on the date
    hereof.

	 	 	 
		(c) 	
      It will not offer or sell Units in the United States or
      to U.S. Persons, except that it may offer such securities to substituted
      purchasers who are Institutional Accredited Investors and who will
      purchase such securities directly from the Corporation in compliance with
      Rule 506 of Regulation D in the manner contemplated in this Schedule
      “A”.

	 	 	 
		
      (d) 
	
      It has not used and will not use any written material
      other than the U.S. Private Placement Memorandum relating to the offering
      of the Units in the United States and to U.S. Persons, and it agrees to
      deliver, through its U.S. Affiliate, a copy of the final U. S. Private
      Placement Memorandum (which includes the Final Prospectus), to each person
      in the United States or who is a U.S. Person purchasing Units pursuant to
      Rule 506 of Regulation D.

	 	 	 
		(e) 	
      It will not, either directly or through its U.S.
      Affiliate, solicit offers for, or offer to sell, the Units 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.

	 	 	 
		(f) 	
      It will solicit, and will cause its U.S. Affiliate to
      solicit, offers for the Units in the United States or to U.S. Persons only
      from, and will offer such securities only to, persons it reasonably
      believes to be Institutional Accredited Investors.

	 	 	 
		(g) 	
      It will inform, and cause its U.S. Affiliate to inform,
      all purchasers of the Units in the United States or who are U.S. Persons
      who are buying such securities pursuant to Rule 506 of Regulation D that
      such securities have not been and will not be registered under the U.S.
      Securities Act or applicable state securities laws and are being sold to
      them without registration under the U.S. Securities Act in reliance on
      Rule 506 of Regulation D.

	 	 	 
		
      (h) 
	
      Prior to the completion of any sale of Units to any U.S.
      purchaser who is an Institutional Accredited Investor, such purchaser
      shall be required to provide to its U. S. Affiliate an executed copy of
      the form of subscription agreement attached to the final U.S. Private
      Placement Memorandum.

	 	 	 
		(i) 	
      Immediately prior to soliciting such offerees, the
      Underwriter, its U.S. Affiliate, and any person acting on its or their
      behalf, has reasonable grounds to believe and did believe that each
      offeree in the United States or who was a U.S. Person was an Institutional
      Accredited Investor, and at the time of each sale to a person in the
      United States or to a U.S. Person, the Underwriter, its U.S. Affiliate and
      any person on its or their behalf will have reasonable grounds to believe
      and will believe that each purchaser is an Institutional Accredited
      Investor.







A-5 

	 	(j) 	
      None of the Underwriter, its affiliates or any person
      acting on its or their behalf (other than the Corporation, its affiliates
      and any person acting on their behalf as to which no representation is
      made) has taken on 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 Offered Securities.




	5. 	
      Each Underwriter that offers Units in the United States
      or to U.S. Persons agrees that:

	 	 	 
		(a) 	
      Prior to the Closing Date, it will provide the
      Corporation and its transfer agent with a list of all purchasers of such
      securities in the United States or who are U.S. Persons.

	 	 	 
		(b) 	
      At the Closing Time, it, together with its U.S. Affiliate
      offering Units in the United States or to U.S. Persons, will provide a
      certificate, substantially in the form of Exhibit I to this Schedule “A”,
      relating to the manner of the offer and sale of such securities in the
      United States and to U.S. Persons. The Underwriters shall require each
      Selling Firm to agree in writing, for the benefit of the Corporation to
      comply with, and shall use their best efforts to ensure that each Selling
      Firm complies with, the provisions of this Schedule “A” as if such
      provisions applied to such Selling Firm.







Exhibit A-1 

EXHIBIT I TO SCHEDULE “A” 
UNDERWRITERS’ CERTIFICATE


          In
connection with the private placement in the United States and to U.S. Persons
of Units of the Corporation pursuant to the Underwriting Agreement dated March
26, 2008 among the Corporation and the Underwriters named therein (the
“Underwriting Agreement”), each of the undersigned does hereby certify as
follows: 

	1. 	
      the Units have been offered in the United States only by
      the U.S. Affiliate, which was on the dates of such offers, and is on the
      date hereof, a duly registered broker or dealer with the SEC, with the
      Financial Industry Regulatory Authority (“FINRA”) and under the securities
      laws of each state of the United States where such offers and sales were
      made (unless exempted from the respective state’s broker-dealer
      registration requirements), and was in good standing with FINRA and the
      SEC and all offers of Units in the United States were effected by the U.S.
      Affiliate in accordance with all applicable U.S. federal an state
      broker-dealer requirements;

	 	 
	2. 	
      each U.S. purchaser was provided with a copy of the final
      U.S. Private Placement Memorandum, including the Final Prospectus
      incorporated by reference therein, for the offering of the Units in the
      United States and to U.S. Persons;

	 	 
	3. 	
      immediately prior to transmitting such U.S. Private
      Placement Memorandum to offerees in the United States or who were U.S.
      Persons, we had reasonable grounds to believe and did believe that each
      such U.S. offeree was, and continue to believe that each such U.S.
      purchaser purchasing Units is an Institutional Accredited
  Investor;

	 	 
	4. 	
      no form of General Solicitation or General Advertising
      was used by us in connection with the offer or sale of the Units in the
      United States or to U.S. Persons;

	 	 
	5. 	
      no Directed Selling Efforts have been undertaken by us
      and neither we nor any Selling Firm, nor any of our or their affiliates,
      have taken or will take any action which would constitute a violation of
      Regulation M under the U.S. Exchange Act in connection with the Offered
      Securities;

	 	 
	6. 	
      the offering of the Units in the United States and to
      U.S. Persons has been conducted by us in accordance with the Underwriting
      Agreement, including Schedule “A” thereto; and

	 	 
	7. 	
      prior to any sale of Units in the United States or to a
      U.S. Person, we caused each such U.S. purchaser to execute a subscription
      agreement containing representations, warranties and agreements to the
      Corporation in the form attached to the final U.S. Private Placement
      Memorandum.







Exhibit A-2 

          Terms
used in this Certificate have the meanings given to them in the Underwriting
Agreement, including Schedule “A” thereto, unless otherwise defined herein. 

IN WITNESS OF WHICH the parties have duly executed this
Certificate. 

NAME OF UNDERWRITER 

 

By:  
__________________________________________ 
          Name: 
          Title:

NAME OF U.S. AFFILIATE 

 

By:  
__________________________________________ 
          Name: 
          Title: