Filed by sedaredgar.com - AMG Oil Ltd. - Exhibit 4.4






FINAL


AGENCY AGREEMENT


THIS AGREEMENT dated the 31st day of August, 2009,
is made

BETWEEN


ADIRA ENERGY CORP.


(the “Corporation”);


AND


SANDFIRE SECURITIES
INC.


(“Sandfire”).


WHEREAS:


The Corporation wishes to privately place with purchasers Units
having an aggregate principal amount of at least $2,000,000 or such lesser
amount as approved by the Corporation; 

The Corporation wishes to appoint the Agent to distribute the
Units, and the Agent is willing to accept such appointment on the terms and
conditions of this Agreement; 

The Corporation has entered into a securities exchange
agreement (the “Acquisition Agreement”) with AMG Oil Ltd. (“AMG”) dated August
4, 2009, whereby AMG will acquire all of the issued and outstanding shares in
the capital of the Corporation (referred to herein as the “Acquisition”); 

THE PARTIES to this Agreement therefore agree as follows: 

	1. 	
      Definitions, Interpretation and
      Schedules

	 	 	 	 
		(a) 	
      Definitions: Whenever used in this
    Agreement:

	 	 	 	 
			(i) 	
      “Acceleration Date” has the meaning defined in 5(e) of
      this Agreement;

	 	 	 	 
			(ii) 	
      “Acquisition” means the acquisition of all of the issued
      and outstanding shares in the capital of the Corporation by AMG pursuant
      to the Acquisition Agreement;

	 	 	 	 
			(iii) 	
      “Acquisition Agreement” means the securities exchange
      agreement between the Corporation and AMG dated August 4, 2009, whereby
      AMG will acquire all of the issued and outstanding shares in the capital
      of the Corporation;

	 	 	 	 
			(iv) 	
      “Adira Properties” means the approximately 125.7 km2
      in the Hula Valley located in Northern Israel subject to the
      License;







- 2 -


	 	(v) 	
      “Agent” means Sandfire and any other member of the
      selling group that may be formed for the Offering;

	 	 	 
	 	(vi) 	
      “Agent’s Fee” means the fee payable pursuant to
      subsection 8(a) of this Agreement by the Corporation to the Agent equal to
      7% of the aggregate Purchase Price for the Offered Securities sold by the
      Agent in the Offering;

	 	 	 
	 	(vii) 	
      “Agreement” means this agreement, including the schedules
      attached hereto, as amended or supplemented from time to time;

	 	 	 
	 	(viii) 	
      “AMG” means AMG Oil Ltd., a corporation existing under
      the laws of Canada and includes any successor corporation
  thereto;

	 	 	 
	 	(ix) 	
      “Ancillary Documents” means all agreements, indentures,
      certificates and documents executed and delivered, or to be executed and
      delivered, by the Corporation or AMG, as the case may be, in connection
      with the transactions contemplated by this Agreement, the Acquisition
      Agreement or the Subscription Agreements and includes the Subscription
      Agreements;

	 	 	 
	 	(x) 	
      “Broker Shares” means the Common Shares which will be
      issued upon the exercise of the Broker Warrants;

	 	 	 
	 	(xi) 	
      “Broker Warrants” means the warrants which will entitle
      the Agent to subscribe for a number of Common Shares equal to 7% of the
      number of Offered Securities sold by the Agent, each Broker Warrant
      entitling the holder to acquire one Common Share at a price of $0.25 per
      Common Share for a period of twenty four months following the Closing
      Date;

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

	 	 	 
	 	(xiii) 	
      “Closing” means the closing of the Offering, which shall
      occur immediately before the closing of the Acquisition;

	 	 	 
	 	(xiv) 	
      “Closing Date” means August 31, 2009 or such other date
      as the Corporation and the Agent may mutually agree upon;

	 	 	 
	 	(xv) 	
      “Closing Time” means 1:30 p.m. (Toronto time) on the
      Closing Date or such other time on the Closing Date as the Corporation and
      the Agent may mutually agree upon;

	 	 	 
	 	(xvi) 	
      “Common Shares” means the common shares which the
      Corporation is authorized to issue as constituted on the date
    hereof;

	 	 	 
	 	(xvii) 	
      “Corporation” means Adira Energy Corp., a corporation
      existing under the laws of Ontario and includes any successor corporation
      thereto;







- 3 -


	 	(xviii) 	
      “Escrow Agent” means Aird & Berlis, LLP, counsel to
      the Corporation;

	 	 	 
	 	(xix) 	
      “Escrowed Certificates” means the certificates
      representing the Offered Securities and Broker Warrants;

	 	 	 
	 	(xx) 	
      “Information” means all information regarding the
      Corporation prepared by the Corporation and provided or accessible to the
      Agent, if any, and includes but is not limited to, all press releases and
      corporate information of the Corporation;

	 	 	 
	 	(xxi) 	
      “License” means the “Eitan” Petroleum License covering
      the Adira Properties issued by the Israeli Ministry of National
      Infrastructures to the Corporation in December 2008;

	 	 	 
	 	(xxii) 	
      “Net Proceeds” has the meaning defined in subsection 5(a)
      of this Agreement;

	 	 	 
	 	(xxiii) 	
      “Offered Securities” means at least 8,000,000 Units or
      such lesser amount as approved by the Corporation, the Corporation is
      offering for sale through the Agent;

	 	 	 
	 	(xxiv) 	
      “Offering” means the offering for sale by the Corporation
      on a private placement basis of the Offered Securities;

	 	 	 
	 	(xxv) 	
      “Offering Jurisdictions” means the provinces of British
      Columbia, Alberta and Ontario;

	 	 	 
	 	(xxvi) 	
      “Ontario Act” means the Securities Act (Ontario)
      and the regulations thereunder, together with the instruments, policies,
      rules, orders, codes, notices and interpretation notes of the Ontario
      Securities Commission, as amended, supplemented or replaced from time to
      time;

	 	 	 
	 	(xxvii) 	
      “OTCBB” means the Over-The-Counter Bulletin Board a
      regulated electronic trading service in the United States offered by the
      National Association of Securities Dealers that shows real-time quotes,
      last-sale prices and volume information for over-the-counter equity
      securities;

	 	 	 
	 	(xxviii) 	
      “Person” means an individual, a firm, a corporation, a
      syndicate, a partnership, a trust, an association, an unincorporated
      organization, a joint venture, an investment club, a government or an
      agency or political subdivision thereof and every other form of legal or
      business entity of any nature or kind whatsoever;

	 	 	 
	 	(xxix) 	
      “Purchase Price” means the price to be paid by the
      Purchasers for each Offered Security under the Offering, being $0.25 per
      Offered Security;

	 	 	 
	 	(xxx) 	
      “Purchasers” means the purchasers of the Offered
      Securities collectively;







- 4 -


	 	(xxxi) 	
      “Sandfire” means Sandfire Securities Inc.;

	 	 	 
	 	(xxxii) 	
      “SEC” means the U.S. Securities and Exchange
      Commission;

	 	 	 
	 	(xxxiii) 	
      “Securities Laws” means the securities legislation and
      regulations of, and the instruments, policies, rules, orders, codes,
      notices and interpretation notes of the securities regulatory authorities
      of, the applicable jurisdiction or jurisdictions collectively;

	 	 	 
	 	(xxxiv) 	
      “Subscription Agreements” means the subscription
      agreement to be entered into between the Corporation and each of the
      Purchasers with respect to the purchase of the Offered Securities,
      collectively; and

	 	 	 
	 	(xxxv) 	
      “Success Fee” means the CAD$10,000 payable to Sandfire on
      Closing pursuant to subsection 8(c) of this Agreement;

	 	 	 
	 	(xxxvi) 	
      “Successor” means AMG or the successor entity entity
      resulting from the Acquisition;

	 	 	 
	 	(xxxvii) 	
      “Successor Broker Warrants” has the meaning defined in
      subsection 5(f) of this Agreement;

	 	 	 
	 	(xxxviii) 	
      “Successor Common Shares” has the meaning defined in
      subsection 5(e) of this Agreement;

	 	 	 
	 	(xxxix) 	
      “Successor Units” has the meaning defined in subsection
      5(e) of this Agreement;

	 	 	 
	 	(xl) 	
      “Successor Warrants” has the meaning defined in
      subsection 5(e) of this Agreement;

	 	 	 
	 	(xli) 	
      “Unit” means one Common Share and one half of one
      Warrant;

	 	 	 
	 	(xlii) 	
      “U.S.” or “United States” means the United States of
      America;

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

	 	 	 
	 	(xliv) 	
      “Warrant” means a common share purchase warrant
      exercisable into one Common Share at an exercise price of $0.50 per Common
      Share for a period of two years from the Closing
Date.




	 	(b) 	
      Other Defined Terms: Whenever used in this
      Agreement, the words and terms “affiliate”, “associate”, “material fact”,
      “material change”, “misrepresentation”, “officer” and “subsidiary” shall
      have the meaning given to such word or term in the Ontario Act unless
      specifically provided otherwise herein.







- 5 -


	 	(c) 	
      Plural and Gender: Whenever used in this
      Agreement, words importing the singular number only shall include the
      plural and vice versa and words importing the masculine gender shall
      include the feminine gender and neuter.

	 	 	 
	 	(d) 	
      Currency: All references to monetary amounts in
      this Agreement are to lawful money of the United
States.




	2. 	
      The Offering

	 	 	 
		
      The Offering is for at least 8,000,000 Units or such
      lesser amount as approved by the Corporation.

	 	 	 
	3. 	
      The Agent

	 	 	 
		(a) 	
      Sale on Exempt Basis: The Agent shall offer for
      sale and sell the Offered Securities in the Offering Jurisdictions and,
      subject to applicable law, outside Canada (other than the United States)
      in compliance with the Securities Laws and only to such Persons and in
      such manner so that, pursuant to the provisions of the Securities Laws, no
      prospectus or offering memorandum or other similar document need be filed
      with, or delivered to, any securities commission of the Offering
      Jurisdictions or other similar regulatory authority in connection
      therewith. The Agent shall notify the Corporation with respect to the
      identity and jurisdiction of residence of each Purchaser as soon as
      practicable and in any event not later than one Business Day prior to the
      Closing Date.

	 	 	 
		(b) 	
      Selling Group: The Corporation agrees that,
      subject to the consent of the Corporation, such consent not to be
      unreasonably withheld, Sandfire has the right to invite one or more
      securities dealers to form a selling group to participate in finding
      purchasers for the Offered Securities. The Corporation grants all of the
      rights and benefits of this Agreement to any securities dealer who is a
      member of any selling group and appoints Sandfire as trustee of such
      rights and benefits for all such securities dealers, and Sandfire hereby
      accepts such trust and agrees to hold such rights and benefits for and on
      behalf of all such securities dealers. Sandfire shall ensure that any
      securities dealer who is a member of any selling group formed pursuant to
      the provisions of this subsection 3(b) or with whom Sandfire has a
      contractual relationship with respect to the Offering, if any, agrees with
      Sandfire to comply with the covenants and obligations given by the Agent
      herein.

	 	 	 
		(c) 	
      Covenants, Representations and Warranties of the
      Agent: The Agent covenants with the Corporation that (i) it will
      comply with the Securities Laws of the Offering Jurisdictions in which it
      solicits or procures subscriptions for Offered Securities in connection
      with the Offering, (ii) it will not solicit or procure subscriptions for
      Offered Securities so as to require the registration thereof or the filing
      of a prospectus with respect thereto under the laws of any jurisdiction,
      (iii) it will obtain from each Purchaser an executed Subscription
      Agreement in a form acceptable to the Corporation and the Agent, acting
      reasonably, and (iv) it is







- 6 -


acquiring any securities of the
Corporation which it is entitled to, or may elect to, receive hereunder as
principal and is an “accredited investor” as defined in National Instrument
45-106 of the Canadian Securities Administrators. The Agent represents and
warrants that: (i) it is, and, to the best of its knowledge, all members of any
selling group formed by it are, qualified to so act in the Offering
Jurisdictions in which it solicited or procured subscriptions for the Offered
Securities; (ii) it, and to the best of its knowledge after due enquiry, each
member of any such selling group, is registered under the Ontario Act and is
registered or exempt from registration under the securities legislation in any
jurisdiction in which it solicited or procured subscriptions, as applicable, as
a dealer in an appropriate category; and (iii) it, and to the best of its
knowledge after due inquiry, each member of any selling group, has not engaged
in or authorized, and will not engage in or authorized, any form of general
solicitation or general advertising in connection with or in respect of the
offering in any newspaper, magazine, private media of general and regular paid
circulation or any similar medium, or broadcast over the radio or television or
by means of the internet or otherwise or conducted any seminar or meeting
concerning the offering whose attendees have been invited by any general
solicitation or general advertising. 

	 	(d) 	
      Filings: The Corporation undertakes to file or
      cause to be filed all forms and undertakings required to be filed by the
      Corporation in connection with the Offering so that the distribution of
      the Offered Securities may lawfully occur in the Offering Jurisdictions
      without the necessity of filing a prospectus or an offering memorandum in
      Canada and the Agent undertakes to use its commercially reasonable efforts
      to cause the Purchasers of the Offered Securities to complete (and it
      shall be a condition of closing in favour of the Corporation that the
      Purchasers complete and deliver to the Corporation) any forms and
      undertakings required by the Securities Laws of the Offering
      Jurisdictions. All fees payable in connection with such filings shall be
      at the expense of the Corporation.

	 	 	 
	 	(e) 	
      No Offering Memorandum: Neither the Corporation
      nor the Agent shall (i) provide to prospective purchasers of Offered
      Securities any document or other material that would constitute an
      offering memorandum within the meaning of the Securities Laws of the
      Offering Jurisdictions or (ii) engage in any form of general solicitation
      or general advertising in connection with the offer and sale of the
      Offered Securities, including but not limited to, causing the sale of the
      Offered Securities to be advertised in any newspaper, magazine, printed
      public media, printed media or similar medium of general and regular paid
      circulation, broadcast over radio, television or telecommunications,
      including electronic display or the Internet, or otherwise, or conduct any
      seminar or meeting relating to any offer and sale of the Offered
      Securities whose attendees have been invited by a general solicitation or
      general advertising.







- 7 -


	4. 	
      Due Diligence

	 	 	 
		
      The Corporation hereby represents and warrants, to the
      best of its knowledge, that the Information and all documentation,
      correspondence and information provided directly to Sandfire by the
      Corporation and its legal counsel, advisors and agents in the course of
      Sandfire’s due diligence investigation of the Corporation are true,
      accurate and contain no misstatements of any material fact or omit any
      information required to make such materials not misleading and no material
      information has been omitted from the disclosure provided to Sandfire by
      the Corporation.

	 	 	 
	5. 	
      Escrow & Exchange

	 	 	 
		(a) 	
      On the Closing Date, the Agent will deliver the gross
      proceeds from the sale of the Units less the Agent’s Fee, the Success Fee,
      in the case of Sandfire, and expenses payable under subsection 13 of this
      Agreement (the “Net Proceeds”) to the Escrow Agent and the Corporation
      will deliver the Escrow Certificates to the Escrow Agent.

	 	 	 
		(b) 	
      The Escrow Agent will hold the Net Proceeds and the
      Escrow Certificates until it receives the direction from the Agent
      pursuant to subsection 5(c) of this Agreement.

	 	 	 
		(c) 	
      The Agent will provide a direction to the Escrow Agent to
      release the Net Proceeds upon receipt by the Agent of confirmation of
      fulfillment of all of the conditions to the closing of the
    Acquisition.

	 	 	 
		(d) 	
      Upon receipt of the direction of the Agent as described
      in subsection 5(c), the Escrow Agent will release to the Corporation the
      Escrow Certificates and the Net Proceeds held in escrow.

	 	 	 
		(e) 	
      The Units will then be exchanged for units (the
      “Successor Units”) in AMG, concurrent with the closing of the Acquisition.
      Each subscriber will receive one Successor Unit for each Unit purchased in
      the Offering. The Successor Units will be comprised of one common share in
      capital of the Successor (“Successor Common Share”) and one half of one
      warrant to purchase Successor Common Shares (each whole warrant a
      “Successor Warrant”). Each Successor Warrant shall be exercisable into one
      Successor Common Share at an exercise price of $0.50 per Successor Common
      Share for a period of two years from the Closing Date. The Successor
      Warrants shall contain acceleration provisions such that, in the event
      that the weighted average trading price of the shares of the Successor
      listed on an exchange exceeds $1.00 per Successor Common Share for a
      period of 20 consecutive trading days (the 20th day of such trading
      period, the “Acceleration Date”) the expiry date of the Successor Warrants
      shall be accelerated to that date which is 30 days after the Acceleration
      Date.

	 	 	 
		(f) 	
      The Broker Warrants will also be exchanged for warrants
      to acquire common shares in the Successor upon completion of the
      Acquisition on the same terms and conditions as the Broker Warrants (the
      “Successor Broker Warrants”).







- 8 -


	6. 	
      Deliveries By Closing Time

	 	 	 	 	 
		
      By the Closing Time:

	 	 	 	 	 
		(a) 	
      all actions required to be taken by or on behalf of the
      Corporation including, without limitation, the passing of all required
      resolutions of the directors, including committees of the directors, and
      shareholders of the Corporation, shall have occurred in order to complete
      the transactions contemplated by this Agreement, including, without
      limitation, to execute and perform its obligations under the Acquisition
      Agreement, to issue the Offered Securities sold in the Offering, to create
      and issue the Broker Warrants and to allot and reserve the Common Shares
      issuable upon exercise of the Broker Warrants, and a certified copy of all
      such resolutions shall have been delivered by the Corporation to the
      Agent;

	 	 	 	 	 
		(b) 	
      the Corporation shall have delivered or caused to be
      delivered to the Agent:

	 	 	 	 	 
			(i) 	
      a favourable legal opinion dated the Closing Date of
      counsel to the Corporation, who may rely on opinions of local counsel
      acceptable to the Agent, addressed to, among others, the Agent and the
      Purchasers satisfactory in form and substance to counsel to the Agent,
      acting reasonably, to the effect that:

	 	 	 	 	 
				(A) 	
      the Corporation is a corporation existing under the laws
      of its jurisdiction of incorporation and has not been dissolved;

	 	 	 	 	 
				(B) 	
      the Corporation has all requisite corporate capacity,
      power and authority to own and operate its property and assets and to
      carry on its business as now conducted by it;

	 	 	 	 	 
				(C) 	
      the Corporation has all requisite corporate capacity,
      power and authority to make the Offering and to execute and deliver this
      Agreement, the Acquisition Agreement and the Ancillary Documents,
      including the certificates representing the Broker Warrants, and to
      perform all of its obligations contemplated thereunder, including the
      issue of the Common Shares issuable upon the exercise of the Broker
      Warrants;

	 	 	 	 	 
				(D) 	
      as at the Closing Date, immediately prior to the
      completion of the Offering, the authorized capital of the Corporation
      consists of an unlimited number of Common Shares, of which, 31,200,001
      Common Shares were issued and outstanding;

	 	 	 	 	 
				(E) 	
      the execution and delivery of this Agreement and the
      Ancillary Documents, including the certificate representing the Broker
      Warrants and the performance by the Corporation of its obligations
      thereunder, including the issue of the Common Shares issuable upon the
      exercise of the Broker Shares do not and will not result
  in







- 9 -


a breach of, and do not and will not
conflict with, any of the terms, conditions or provisions of the constating
documents of the Corporation or the resolutions of the directors or shareholders
of the Corporation; 

	 	(F) 	
      all necessary corporate action has been taken by the
      Corporation to authorize the execution and delivery of this Agreement and
      each of the Ancillary Documents, including the certificates representing
      the Broker Warrants and the completion of the Offering and this Agreement
      and each of the Ancillary Documents, including the certificate
      representing the Broker Warrants has been duly authorized, executed and
      delivered by the Corporation and constitutes a legal, valid and binding
      obligation of the Corporation, enforceable in accordance with its terms
      (subject to the usual qualifications);

	 	 	 
	 	(G) 	
      all necessary corporate action has been taken by the
      Corporation to authorize the allotment and issue of the Offered Securities
      the creation, allotment and issue of the Broker Warrants and the Common
      Shares issuable upon the due exercise of the Broker Warrants have been
      allotted and reserved for issuance by the Corporation and, when issued in
      accordance with the due exercise of the Broker Warrants, such Common
      Shares shall be issued as fully-paid and non-assessable shares of the
      Corporation;

	 	 	 
	 	(H) 	
      the offering, issuance and sale of the Offered Securities
      and the Broker Warrants have been effected in such a manner as to be
      exempt, either by statute or regulation or order, from the prospectus and,
      if applicable, registration requirements of the Offering Jurisdictions,
      and no documents are required to be filed, proceedings taken or approvals,
      permits, consents or authorizations of regulatory authorities obtained
      under applicable securities legislation in connection therewith (subject
      to advice with respect to filing private placement forms and paying
      requisite filing fees);

	 	 	 
	 	(I) 	
      no prospectus or registration will be required and no
      documents are required to be filed, proceedings taken or approvals,
      permits, consents or authorizations of regulatory authorities obtained
      under applicable securities legislation in connection with the issuance of
      the Common Shares upon the exercise of the Broker Warrants (subject to the
      usual filings, if any);

	 	 	 
	 	(J) 	
      the Offered Securities, the Broker Warrants and the
      Common Shares issuable upon exercise of the Broker Warrants will be
      subject to a statutory hold period in Canada of four months and one day
      commencing from the date that the Corporation becomes
a







- 10 -


reporting issuer in any province or
territory of Canada (subject to the usual qualifications); 

	 	(K) 	
      the certificates representing the Common Shares, Warrants
      and the Broker Warrants have been approved by the directors of the
      Corporation and comply with applicable law, including any necessary
      legends; and

	 	 	 
	 	(L) 	
      such other matters as the Agent or counsel for the Agent
      may reasonably require;




	 	(ii) 	
      a favourable legal opinion dated the Closing Date of
      counsel to the Corporation, addressed to the Agent, in form and substance
      satisfactory to the Agent and its counsel, acting reasonably with respect
      to title to the Adira Properties;

	 	 	 
	 	(iii) 	
      a certificate dated the Closing Date signed by an
      appropriate officer of the Corporation and addressed to, among others, the
      Agent with respect to the articles and by-laws of the Corporation, the
      resolutions of the directors and shareholders, if any, of the Corporation
      and any other corporate action taken relating to this Agreement, the
      Acquisition Agreement and the Ancillary Documents and with respect to such
      other matters as the Agent may reasonably request and including specimen
      signatures of the signing officers of the Corporation;

	 	 	 
	 	(iv) 	
      a technical report covering the Adira Properties,
      however, such technical report need not be prepared in compliance with
      National Instrument 51- 101 – Standards of Disclosure for Oil & Gas
      Activities of the Canadian Securities Administrators;

	 	 	 
	 	(v) 	
      definitive certificates representing the Offered
      Securities registered in the names of the Purchasers or in such other name
      or names as the Purchasers or the Agent may direct;

	 	 	 
	 	(vi) 	
      a definitive certificate representing the Broker Warrants
      registered in the name of the Agent or in such other name as the Agent may
      direct; and

	 	 	 
	 	(vii) 	
      such further documents as may be contemplated by this
      Agreement or as the Agent may reasonably require;



all in form and substance satisfactory
to the Agent; and

	 	(c) 	
      the Corporation shall have caused to be delivered to the
      Agent:

	 	 	 	 
	 		(i) 	
      a favourable legal opinion dated the Closing Date of
      counsel to AMG, who may rely on opinions of local counsel acceptable to
      the Agent, addressed to, among others, the Agent and the Purchasers
      satisfactory in







- 11 -


form and substance to counsel to the
Agent, acting reasonably, to the effect that: 

	 	(A) 	
      AMG is a corporation existing under the laws of its
      jurisdiction of incorporation and has not been dissolved;

	 	 	 
	 	(B) 	
      as at the Closing Date, immediately prior to the
      completion of the Acquisition, the authorized capital of AMG consists of
      100,000,000 common shares, of which, 23,200,000 common shares were issued
      and outstanding;

	 	 	 
	 	(C) 	
      all necessary corporate action has been taken by AMG to
      authorize the execution and delivery of the Acquisition Agreement and the
      Acquisition Agreement has been duly authorized, executed and delivered by
      AMG and constitutes a legal, valid and binding obligation of AMG,
      enforceable in accordance with its terms (subject to the usual
      qualifications);

	 	 	 
	 	(D) 	
      all necessary corporate action has been taken by AMG to
      authorize the allotment and issue of the Successor Units the creation,
      allotment and issue of the Successor Broker Warrants and the Successor
      Common Shares issuable upon the due exercise of the Successor Broker
      Warrants have been allotted and reserved for issuance by AMG and, when
      issued in accordance with the due exercise of the Successor Broker
      Warrants, such Successor Common Shares shall be issued as fully-paid and
      non-assessable shares of the Successor; and

	 	 	 
	 	(E) 	
      such other matters as the Agent or counsel for the Agent
      may reasonably require;




	 	(ii) 	
      a certificate dated the Closing Date signed by an
      appropriate officer of AMG with respect to the resolutions of the
      directors and shareholders, if any, of AMG and any other corporate action
      taken relating to this Agreement, the Acquisition Agreement and the
      Ancillary Documents and with respect to such other matters as the Agent
      may reasonably request;

	 	 	 
	 	(iii) 	
      definitive certificates representing the Successor Common
      Shares and Successor Warrants registered in the names of the Purchasers or
      in such other name or names as the Purchasers or the Agent may
    direct;

	 	 	 
	 	(iv) 	
      a definitive certificate representing the Successor
      Broker Warrants registered in the name of the Agent or in such other name
      as the Agent may direct; and

	 	 	 
	 	(v) 	
      such further documents as may be contemplated by this
      Agreement or as the Agent may reasonably
require;







- 12 -


all in form and substance satisfactory
to the Agent; and

	 	(d) 	
      the Agent shall have delivered or cause to be delivered
      to the Corporation.

	 	 	 	 
	 		(i) 	
      payment of the aggregate gross Purchase Price for the
      Offered Securities sold in the Offering less (i) the Agent’s Fee as
      provided in section 8 of this Agreement, (ii) the Success Fee as provided
      in section 8 of this Agreement and (iii) the expenses (including legal
      expenses) payable by the Corporation to the Agent as provided in section
      13 of this Agreement, by certified cheque or bank draft payable to the
      Corporation or as the Corporation may otherwise direct in writing against
      delivery by the Corporation to the Agent of a receipt for the net proceeds
      of the Offering; and

	 	 	 	 
	 		(ii) 	
      such further documents as may be contemplated by this
      Agreement or as the Corporation may reasonably require;

	 	 	 	 
	 		
      all in form and substance satisfactory to the
      Corporation.




	7. 	
      Closing

	 	 	 	 
		(a) 	
      Closing: The Closing shall be completed
      immediately before the closing of the Acquisition at the offices of
      counsel for the Corporation at the Closing Time on the Closing
  Date.

	 	 	 	 
		(b) 	
      Conditions of Closing: The following are
      conditions precedent to the obligation of the Agent to complete the
      Closing, which conditions the Corporation hereby covenants and agrees to
      use its best efforts to fulfill within the time set out herein therefor,
      and which conditions may be waived in writing in whole or in part by the
      Agent:

	 	 	 	 
			(i) 	
      the Corporation and AMG shall each have received all
      necessary approvals and consents, including all necessary regulatory
      approvals and consents required for the completion of the transaction
      contemplated by this Agreement and the Acquisiton Agreement, all in a form
      satisfactory to the Agent;

	 	 	 	 
			(ii) 	
      receipt by the Agent of the documents set forth in
      section 6 of this Agreement to be delivered to the Agent;

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

	 	 	 	 
			(iv) 	
      the Corporation having complied with all covenants, and
      satisfied all terms and conditions, contained herein to be complied with
      and satisfied by the Corporation at or prior to the Closing Time;
    and







- 13 -


	 	(v) 	
      the Agent not having previously terminated the
      obligations thereof pursuant to this
Agreement.




	8. 	
      Fee

	 	 	 
		(a) 	
      Commission: In consideration of the Agent agreeing
      to act as Agent of the Corporation in respect of the Offering, and in
      consideration of the services performed and to be performed by the Agent
      in connection therewith, the Corporation shall pay to the Agent or as the
      Agent may otherwise direct at the Closing Time against receipt of payment
      of the purchase price for the Offered Securities sold by the Agent in the
      Offering, the Agent’s Fee equal to 7% of the aggregate Purchase Price for
      such Offered Securities. .

	 	 	 
		(b) 	
      Broker Warrants: In addition to the Agent’s Fee
      payable to the Agent pursuant to subsection 8(a) above, as additional
      consideration for the services performed and to be performed by the Agent
      hereunder, the Corporation shall issue to the Agent or as the Agent may
      otherwise direct at the Closing Time the Broker Warrants, in form and
      substance satisfactory to the Agent.

	 	 	 
		(c) 	
      Success Fee: At the Closing Time, the Corporation
      shall also pay to Sandfire, or as Sandfire may otherwise direct at the
      Closing Time, a Success Fee of CAD$10,000.

	 	 	 
	9. 	
      Representations and Warranties

	 	 	 
		
      The Corporation hereby represents and warrants to the
      Agent and the Pruchasers, and acknowledges that the Agent and the
      Purchasers are relying upon these representations and warranties in
      completing the Closing, as follows:

	 	 	 
		(a) 	
      The execution of this Agreement and the offering for sale
      and distribution by the Agent of the Offered Securities in accordance with
      the terms of this Agreement and the Subscription Agreement will be exempt
      from the prospectus requirements of the Securities Laws of the Offering
      Jurisdictions.

	 	 	 
		(b) 	
      All necessary corporate action has been taken, or prior
      to the Closing Date will have been taken, to authorize the allotment,
      issue and sale of, and the delivery of certificates representing, the
      Offered Securities and, upon payment of the requisite consideration
      therefor, the Offered Securities will be validly issued as fully paid and
      non-assessable.

	 	 	 
		(c) 	
      The Corporation has all requisite corporate power and
      authority to create and issue the Broker Warrants and to enter into,
      execute and deliver and to carry out the obligations thereof under the
      certificate representing the Broker Warrants. All necessary corporate
      action has been taken by the Corporation to authorize
the







- 14 -


issue of the Broker Warrants in
accordance with the terms and conditions hereof and, when issued, the Broker
Warrants will be validly issued. The certificate representing the Broker
Warrants will constitute a valid and legally binding obligation of the
Corporation enforceable against the Corporation in accordance with the terms
thereof.

	 	(d) 	
      The Agent and the Purchasers shall be entitled to rely on
      the representations, warranties and covenants made by the Corporation to
      AMG and AMG to the Corporation in the Acquisition Agreement and shall
      survive the Closing and shall continue in full force and effect for the
      benefit of the Agent and the Purchasers in accordance with the terms of
      the Acquisition Agreement. The representations, warranties and covenants
      made by the Corporation to AMG and AMG to the Corporation in the
      Acquisition Agreement are hereby incorporated by reference such that they
      form an integral part of this Agreement.




	10. 	
      Covenants of the Corporation

	 	 	 	 
		(a) 	
      Consents and Approvals: The Corporation covenants
      and agrees with the Agent, and acknowledges that such covenants are also
      being provided for the benefit of the Purchasers, that the Corporation and
      AMG will:

	 	 	 	 
			(i) 	
      obtain, to the extent necessary, regulatory consents for
      the Offering and Acquisition on such terms as are mutually acceptable to
      the Agent, the Corporation and AMG, acting reasonably; and

	 	 	 	 
			(ii) 	
      make all necessary filings and obtain all other necessary
      regulatory and other consents and approvals required in connection with
      the transactions contemplated by this Agreement and the Acquisition
      Agreement.

	 	 	 	 
		(b) 	
      The Corporation: The Corporation hereby covenants
      and agrees with the Agent, and acknowledges that such covenants are also
      being provided for the benefit of the Purchasers, that the Corporation
      will:

	 	 	 	 
			(i) 	
      fulfill all legal requirements to permit the issue,
      offering and sale of the Offered Securities and the issue of the Broker
      Warrants, including, without limitation, compliance with the Securities
      Laws of the Offering Jurisdictions to enable the Offered Securities to be
      offered for sale and sold without the necessity of filing a prospectus in
      the Offering Jurisdictions; and

	 	 	 	 
			(ii) 	
      in a timely manner following the Closing Date, file such
      documents as may be required under the Securities Laws of the Offering
      Jurisdictions relating to the offering of the Offered Securities which,
      without limiting the generality of the foregoing, shall include a Form
      45-106F1 as prescribed by National Instrument 45-106 – Prospectus and
      Registration Exemptions of the Canadian Securities
    Administrators.







- 15 -


	 	(iii) 	
      cause AMG to fulfill all legal requirements to permit the
      Acquisition and the issue of the Successor Broker Warrants, including,
      without limitation, compliance with the Securities Laws of the United
      States to enable the Successor Units and Successor Broker Warrants to be
      distributed without the necessity of filing a prospectus, registration
      statement or similar documents with the SEC; and

	 	 	 
	 	(iv) 	
      in a timely manner following the Closing Date, file such
      documents as may be required under the Securities Laws of the United
      States relating to the Acquisition which, without limiting the generality
      of the foregoing, shall include a Form 20F as prescribed by the U.S.
      Securities Act.




	11. 	
      Termination

	 	 	 
		(a) 	
      The Corporation agrees that all terms and conditions in
      this Agreement to be fulfilled at or prior to the Closing Time shall be
      construed as conditions and complied with so far as the same relate to
      acts to be performed or caused to be performed by it, that it will use its
      best efforts to cause such conditions to be complied with, and any breach
      or failure by the Corporation to comply with any of such conditions shall
      entitle the Agent, at its option, to terminate its obligations under this
      Agreement (and the obligations of any Purchasers arranged by it to
      purchase Offered Secuirities whether or not they have executed
      Subscription Agreements) by notice to that effect given to the Corporation
      at or prior to the Closing Time. The Agent may waive, in whole or in part,
      or extend the time for compliance with, any terms and conditions of this
      Agreement without prejudice to their rights in respect of any other of
      such terms and conditions or any other or subsequent breach or
      non-compliance, provided that any such waiver or extension shall be
      binding upon the Agent only if the same is in writing.

	 	 	 
		(b) 	
      If at any time prior to the Closing Time there shall
      occur any material adverse change in the business, affairs, operations,
      assets, liabilities (contingent or otherwise), capital or control of the
      Corporation (referred to in this section 11 as the “Condition of the
      Corporation”), or the Agent becomes aware of any undisclosed material
      adverse information relating to the Corporation, or other adverse material
      development which, in the opinion of the Agent, acting reasonably, would
      have a material adverse effect on the market price of the Successor Common
      Shares or the marketability of the Offered Securities, then the Agent
      shall be entitled, at its option, to terminate its obligations under this
      Agreement by written notice to that effect given to the Corporation at or
      prior to the Closing Time.

	 	 	 
		(c) 	
      If at any time prior to the Closing Time there should
      develop, occur or come into effect or existence any event, action, state,
      condition or occurrence of national or international consequence,
      including any act of terrorism, war or like event, or any law or
      regulation, which in the opinion of the Agent, acting reasonably,
      seriously adversely affects, or would seriously adversely affect the
      Canadian, United States or international financial markets, the Condition
      of the Corporation,







- 16 -


the market price of the Successor
Common Shares or the marketability of the Offered Securities, the Agent shall be
entitled, at its option, to terminate its obligations under this Agreement by
written notice to that effect given to the Corporation at or prior to the
Closing Time. 

	 	(d) 	
      If at any time prior to the Closing Time there shall
      occur any change in any of the Securities Laws, or if any enquiry, action,
      suit, investigation or other proceeding, whether formal or informal, in
      relation to the Corporation or the distribution of the Offered Securities
      should be instituted or any order under or pursuant to any laws or
      regulations of any of the Offering Jurisdictions or any other regulatory
      or Governmental Authority should be made or issued (except for any such
      order based upon the activities or alleged activities of the Agent and not
      of the Corporation) which, in the reasonable opinion of the Agent,
      operates to prevent or restrict the trading of the Successor Common Shares
      or the distribution of the Offered Securities or seriously adversely
      affects or will seriously adversely affect the market price of the
      Successor Common Shares or the marketability of the Offered Securities,
      the Agent shall be entitled, at its option, to terminate its obligations
      under this Agreement by written notice to that effect given to the
      Corporation at or prior to the Closing Time.

	 	 	 
	 	(e) 	
      Any termination by the Agent pursuant to the provisions
      hereof shall be effected by notice in writing delivered or sent via
      facsimile to the Corporation at its address as herein set forth. The
      rights of termination contained in subsections 11(a), (b), (c) or (d)
      above are in addition to any other rights or remedies the Agent may have
      in respect of any default, misrepresentation, act or failure to act of the
      Corporation in respect of any matters contemplated by this Agreement. In
      the event of any such termination, there shall be no further liability on
      the part of the Corporation or the Agent except for any liability provided
      for in sections 12 and 13 hereof.




	12. 	
      Indemnity and Contribution

	 	 	 
		(a) 	
      Indemnity: The Corporation (the “Indemnifier”),
      covenants and agrees to protect, indemnify and save harmless the Agent and
      each securities dealer which is a member of any selling group formed by
      the Agent in connection with the Offering, each of the associates and
      affiliates of each of them and the respective directors, officers,
      employees, shareholders, partners, advisors and agents of each of the
      Agent and each securities dealer which is a member of any selling group
      formed by the Agent in connection with the Offering and of each of the
      associates and affiliates of each of them (in this section 12 each an
      “Indemnified Person” and collectively the “Indemnified Persons”) from and
      against all losses (other than a loss of profits), claims, damages,
      payments, liabilities, costs, fines, penalties and expenses (including the
      amount paid in settlement of any claim, action, suit or proceeding and the
      fees and expenses of counsel on a solicitor and his own client basis
      incurred obtaining advice in respect of, or in defending or settling, any
      such claim, action, suit or proceeding), joint or several, of whatsoever
      nature or kind to which an Indemnified Person may become subject
  or







- 17 -


otherwise involved in any capacity
under statute or common law or otherwise caused or incurred by reason of or in
any way arising, directly or indirectly, from, by virtue of, or related to,
enforcing the provisions of this Agreement, or: 

	 	(i) 	
      the Agent having acted as Agent in respect of the
      Offering or the selling group members having acted as selling group
      members in respect of the Offering (other than by reason of the
      negligence, willful misconduct or bad faith of the Agent or the selling
      group members, provided that this exception shall only apply to the
      applicable Agent or selling group member or selling group members which
      have been negligent, committed willful misconduct or exercised bad
      faith);

	 	 	 
	 	(ii) 	
      any statement or information contained in the Information
      which at the time and in light of the circumstances under which it was
      made containing or being alleged to contain a misrepresentation or being
      or being alleged to be untrue, false or misleading;

	 	 	 
	 	(iii) 	
      the omission or alleged omission to state in the
      Information any material fact required to be stated therein or necessary
      to make any statement therein not misleading in light of the circumstances
      under which it was made;

	 	 	 
	 	(iv) 	
      any order made or inquiry, investigation or proceeding
      commenced or threatened by any officer or official of any securities
      commission or authority or any other competent authority, not based upon
      the activities or the alleged activities of the Agent or any member of any
      selling group formed by the Agent in connection with the
  Offering;

	 	 	 
	 	(v) 	
      the non-compliance or alleged non-compliance by the
      Indemnifier with any of the Securities Laws of the Offering Jurisdictions
      or any other applicable law in connection with the transactions
      contemplated herein;

	 	 	 
	 	(vi) 	
      any negligence or willful misconduct by the Indemnifier
      relating to or connected with the sale by the Corporation of the Offered
      Securities or the Exchange pursuant to the Acquisition;

	 	 	 
	 	(vii) 	
      any misrepresentation or alleged misrepresentation
      (except any made by the Agent or selling group members and for which the
      Agent did not rely on any information provided by the Indemnifier or
      anyone acting on its behalf, provided that this exception shall apply to
      the applicable Agent or selling group member or selling group members who
      have made such misrepresentation or alleged misrepresentation) relating to
      the Offering, the Offered Securities, the Acquisition or the Successor
      Units, whether oral or written and whether made during and in connection
      with the Offering or Acquisition or after the completion of the Offering
      and Acquisition where such misrepresentation or alleged misrepresentation
      may give or gives rise to any other liability under any statute in
    any







- 18 - 

jurisdiction which is in force on the
date of this Agreement or which comes into force after that date; or 

	 	(viii) 	
      the breach of, or default under, any term, condition,
      covenant or agreement of the Indemnifier made or contained herein or in
      any other document of the Indemnifier delivered pursuant hereto or made by
      the Indemnifier in connection with the sale of the Offered Securities or
      any representation or warranty of the Indemnifier made or contained herein
      or in any other document of the Indemnifier delivered pursuant hereto or
      in connection with the sale of the Offered Securities or the Acquisition
      being or being alleged to be untrue, false or
misleading.



If any matter or thing contemplated by
this section 12 shall be asserted against any Indemnified Person in respect of
which indemnification is or might reasonably be considered to be provided
hereunder, such Indemnified Person shall notify the Indemnifier as soon as
possible of the nature of such claim and the Indemnifier shall be entitled, but
not required, to assume the defence of any action, suit or proceeding brought to
enforce such claim; provided, however, that the defence shall be through legal
counsel reasonably acceptable to the Indemnified Person and that no settlement
may be made by the Indemnifier or the Indemnified Person without the prior
written consent of the other of them and the Indemnifier shall not be liable for
any settlement of any such claim unless it has consented in writing to such
settlement. 

	 	(b) 	
      Counsel: In any claim referred to in section 12 hereof,
      the Indemnified Person shall have the right to retain separate legal
      counsel to act on behalf of such Indemnified Person provided that the fees
      and disbursements of such separate legal counsel shall be paid by the
      Indemnified Person unless:

	 	 	 	 
	 		(i) 	
      the Indemnifier fails to assume the defence of such claim
      on behalf of the Indemnified Person within ten days of receiving notice of
      such claim;

	 	 	 	 
	 		(ii) 	
      the Indemnifier and the Indemnified Person shall have
      mutually agreed to the retention of such separate legal counsel;
  or

	 	 	 	 
	 		(iii) 	
      the named parties to such claim (including any added,
      third or impleaded parties) include both the Indemnifier and the
      Indemnified Person and the Indemnified Person has been advised by legal
      counsel that representation of both the Indemnifier and the Indemnified
      Person by the same legal counsel would be inappropriate due to actual or
      potential differing interests between them;

	 	 	 	 
	 		
      in which event or events the fees and disbursements of
      such separate legal counsel shall be paid by the Indemnifier subject as
      hereinafter provided. Where more than one Indemnified Person is entitled
      to retain separate counsel in the circumstances described in this
      subsection 12(b), all Indemnified Persons shall be represented
  by







- 19 -


one separate legal counsel and the
fees and disbursements of only one separate legal counsel for all Indemnified
Persons shall be paid by the Indemnifier, unless: 

	 	(iv) 	
      the Indemnifier and the Indemnified Persons have mutually
      agreed to the retention of more than one legal counsel for the Indemnified
      Persons; or

	 	 	 
	 	(v) 	
      the Indemnified Persons have or any of them has been
      advised in writing by legal counsel that representation of all of the
      Indemnified Persons by the same legal counsel would be inappropriate due
      to actual or potential differing interests between
them.




	 	(c) 	
      Waiver of Right: The Indemnifier hereby waives its
      rights to recover contribution from the Agent and the other Indemnified
      Persons with respect to any liability of the Indemnifier by reason of or
      arising out of the indemnity provided by the Indemnifier in this section
      12; provided, however, that such waiver shall not apply in respect of the
      Agent for any liability directly caused or incurred by reason or arising
      out of any information or statements relating solely to, and provided by,
      the Agent or any failure by the Agent in connection with the Offering to
      provide to Purchasers any document which the Indemnifier is required to
      provide to the Purchasers and which the Indemnifier has provided or made
      available to the Agent to forward to the Purchasers.

	 	 	 	 
	 	(d) 	
      Contribution:

	 	 	 	 
	 		(i) 	
      In order to provide for just and equitable contribution
      in circumstances in which the indemnity contained in this section 12 is,
      for any reason of policy or otherwise, held to be unavailable to or
      unenforceable by, in whole or in part, an Indemnified Person other than in
      accordance with the provisions of this section 12, the Indemnifier shall
      contribute forthwith to the aggregate losses (other than a loss of
      profit), claims, damages, payments, liabilities, costs, fines, penalties
      and expenses (including the amount paid in settlement of any claim,
      action, suit or proceeding and the fees and expenses of counsel on a
      solicitor and his own client basis incurred obtaining advice in respect
      of, or in defending or settling, any such claim, action, suit or
      proceeding) of the nature contemplated by such indemnity incurred or paid
      by the Indemnified Person in such proportion as is appropriate to reflect
      not only the relative benefits received by the Indemnifier on the one hand
      and the Indemnified Person on the other hand in connection with the
      Offering and Acquisition but also the relative fault of the Indemnifier on
      the one hand and the Indemnified Person on the other hand in connection
      with the matters, things and actions which resulted in such losses,
      claims, damages, payments, liabilities, costs, fines, penalties or
      expenses as well as any other relevant equitable considerations or, if
      such allocation is not permitted by applicable law, in such proportion so
      that the Indemnified Person shall be responsible for the proportion
      represented by the percentage that the Agent’s Fee per Offered Security
      bears to the Purchase Price and Indemnifier shall be
  responsible







- 20 -


for the balance, whether or not they
are a party to the same or separate claims; provided, however, that no Person
who has engaged in any dishonesty, fraud, fraudulent misrepresentation,
negligence or wilful default shall be entitled to contribution from any Person
who has not engaged in any dishonesty, fraud, fraudulent misrepresentation,
negligence or wilful default and further provided that in no event shall the
Agent be responsible for any amount in excess of the Agent’s Fee, however paid,
actually received from the Corporation under this Agreement and retained by the
Agent. For purposes of this subsection 12(d), relative fault shall be determined
by reference to, among other things, whether any untrue or alleged untrue
statement of a material fact or any omission or alleged omission to state a
material fact relates to information supplied by the Indemnifier on the one hand
or the Agent on the other hand and the relevant intent, knowledge, access to
information and opportunity to correct or prevent any such untrue statement or
omission of the Indemnifier and the Indemnified Person. 

	 	(ii) 	
      In the event that the Indemnifier is held to be entitled
      to contribution from the Agent under the provisions of any statute or law,
      the Indemnifier shall be limited to such contribution in an amount not
      exceeding the lesser of:

	 	 	 	 
	 		(A) 	
      the portion of the amount of the loss or liability giving
      rise to such contribution for which the Agent is responsible as determined
      in accordance with subsection 12(d)(i) above; and

	 	 	 	 
	 		(B) 	
      the amount of the Agent’s Fee actually received from the
      Corporation under this Agreement and retained by the Agent.

	 	 	 	 
	 	(iii) 	
      For purposes of this subsection 12(d), each party hereto
      shall give prompt notice to the other parties hereto of any claim, action,
      suit or proceeding threatened or commenced in respect of which a claim for
      contribution may be made under this subsection
12(d).




	 	(e) 	
      Held in Trust: To the extent that the indemnity
      contained in subsection 12(a) hereof is given in favour of a Person who is
      not a party to this Agreement, the Indemnifier hereby constitutes the
      Agent as trustee for such Person for such indemnity and the covenants
      given by the Indemnifier to such Person in this Agreement. The Agent
      hereby accepts such trust and holds such indemnity and covenants for the
      benefit of such Persons. The benefit of such indemnity and covenants shall
      be held by the Agent in trust for the Persons in favour of whom such
      indemnities and covenants are given and may be enforced directly by such
      Persons.

	 	 	 
	 	(f) 	
      Indemnity re Investigations: The Indemnifier
      agrees that, in case any investigation is commenced in respect of the
      Indemnifier and/or an Indemnified Person and an Indemnified Person or its
      personnel are required to testify in connection therewith or shall be
      required to respond to procedures designed to







- 21 -


discover information regarding, in
connection with or by reason of the Offering or Acquisition, the Indemnified
Person shall have the right to employ its own counsel in connection therewith,
and the reasonable fees and expenses of such counsel as well as the reasonable
costs (including an amount to reimburse the Indemnified Person for time spent by
its personnel in connection therewith at their normal per diem rates together
with such disbursements and out-of-pocket expenses incurred by the personnel in
connection therewith) shall be paid by the Indemnifier as they occur. 

	13. 	
      Expenses

	 	 
		
      Whether or not the transactions contemplated by this
      Agreement are consummated or this Agreement is terminated, all expenses of
      or incidental to the issue, sale, distribution and delivery of the Offered
      Securities and of or incidental to all matters in connection with the
      transactions herein set out shall be borne by the Corporation, including
      the reasonable fees of legal counsel for the Agent up to a maximum of
      CAD$10,000, plus disbursements (including applicable taxes), and the
      reasonable out-of-pocket expenses (including applicable taxes) of the
      Agent, up to a maximum of CAD$5,000, provided that such expenses have been
      previously approved by the Corporation.

	 	 
	14. 	
      Notices

	 	 
		
      Any notice or other communication required or permitted
      to be given hereunder shall be in writing and shall be personally
      delivered or sent by facsimile on a Business Day to the following
      addresses:




	 	(a) 	
      in the case of the Corporation:

	 	 	 
	 		
      Adira Energy Corp.

	 		30 St. Clair Avenue West,
	 		
      Suite 901

	 		
      Toronto, Ontario M4V 3A1

	 	 	 
	 		
      Attention:        
      President 
Facsimile:        
       (416) 250-6330

	 	 	 
	 	(b) 	
      in the case of the Agent:

	 	 	 
	 		
      Sanfire Securities Inc.

	 		33 Yonge Street
	 		
      Suite 820

	 		
      Toronto, Ontario M5E 1G4

	 	 	 
	 		
      Attention:        
      Yaron Conforti
      
Fascimile:          (416)
      216-0149



Either the Corporation or the Agent may
change its address for notice by notice given in the manner aforesaid. Any such
notice or other communication shall be in writing, and




- 22 -


unless delivered to a responsible
officer of the addressee, shall be given by facsimile, and shall be deemed to
have been given on the day on which it was delivered or sent by facsimile. 

	15. 	
      Public Announcements and Press
    Releases

	 	 	 
		
      Any public announcement or press release of the
      Corporation relating to the Offering will be provided in advance to
      Sandfire. The Corporation will agree to the form and content thereof with
      Sandfire prior to the release thereof and any such press release shall
      state that Sandfire is acting or has acted as “Lead Agent”.

	 	 	 
	16. 	
      Miscellaneous

	 	 	 
		(a) 	
      Agent’s Obligations: The Agent and the Corporation
      agree that the obligations of Sandfire and any other Agent or member of
      any syndicate or selling group relating to the Offering shall be several
      and not joint.

	 	 	 
		(b) 	
      Governing Law: This Agreement shall be governed by
      and be interpreted in accordance with the laws of the Province of Ontario
      and the federal laws of Canada applicable therein and the parties hereto
      irrevocably attorn to the jurisdiction of the courts of such
    province.

	 	 	 
		(c) 	
      Time of Essence: Time shall be of the essence of
      this Agreement.

	 	 	 
		(d) 	
      Survival: All representations, warranties,
      covenants and agreements of the Corporation herein contained or contained
      in any documents contemplated by, or delivered pursuant to, this Agreement
      or in connection with the purchase and sale of the Offered Securities
      shall survive the purchase and sale of the Offered Securities and the
      termination of this Agreement and shall continue in full force and effect
      for the benefit of the Agent for a period of two years from the Closing
      Date, regardless of any subsequent disposition of Offered Securities or
      any investigation by or on behalf of the Agent with respect
  thereto.

	 	 	 
		(e) 	
      Counterparts: This Agreement may be executed by
      any one or more of the parties to this Agreement by facsimile or in any
      number of counterparts, each of which when so executed shall be deemed to
      be an original and all of which when taken together shall constitute one
      and the same agreement.

	 	 	 
		(f) 	
      Entire Agreement: This Agreement constitutes the
      entire agreement between the Corporation and the Agent in connection with
      the issue and sale of the Offered Securities by the Corporation and
      supersedes all prior agreements, understandings, negotiations and
      discussions, whether oral or written, including, but not limited to, the
      engagement letter dated June 16, 2009 relating to the Offering between the
      Corporation and the Agent.

	 	 	 
		(g) 	
      Severability: If any provision of this Agreement
      is determined to be void or unenforceable in whole or in part, it shall be
      deemed not to affect or impair the







- 23 -


validity of any other provision of
this Agreement and such void or unenforceable provision shall be severed from
this Agreement. 

[SIGNATURE PAGE FOLLOWS]





- 24 -


Each of the parties has executed and delivered this Agreement
as of the _______ day of August, 2009. 

	 	SANDFIRE SECURITIES INC. 
	 	  	
	 	  	
	 	By: 	/s/ Yaron
      Conforti 
	 	 	Name: Yaron Conforti 
	 	  	Title: 
	 	  	
	 	  	
	 	ADIRA ENERGY CORP. 
	 	  	
	 	  	
	 	By: 	/s/ Alan
      Friedman 
	 	 	Name: Alan Friedman 
	 	  	Title: