EXHIBIT 9

November 6, 2003

DRC Resources Corporation601-595 Howe StreetVancouver, British ColumbiaV6C 2T5

| Attention: | John H. Kruzick    President and Chief Executive Officer |
|------------|----------------------------------------------------------|

Dear Sirs:

Re: Private Placement of Common Shares

Orion Securities Inc., Dundee Securities Corporation and SalmanPartners Inc. (individually an "Underwriter" and collectively the"Underwriters") understand that:

- DRC Resources Corporation (the "Corporation") is authorized to issue up to        40,000,000 Common Shares (as hereinafter defined);
- as at November 6, 2003, 9,244,766  Common Shares were outstanding as fully paid        and non-assessable shares and an aggregate of 1,477,000 Common Shares were reserved for        issue pursuant to outstanding options, warrants, share incentive plans, convertible and        exchangeable securities and other rights to acquire Common Shares; and
- the Corporation is prepared to issue and sell up to 3,000,000 Common Shares at a price        of $7.00 per Common Share for gross proceeds of up to $21,000,000 (exclusive of Common        Shares which may be issued and sold upon exercise of the Underwriters' Option (as herein        after defined)) on the terms and conditions set forth herein.

Based upon the understanding of the Underwriters set out above and uponthe terms and subject to the conditions contained hereinafter, upon the acceptance hereofby the Corporation, the Underwriters hereby offer to perform the services specified insection 7(a) hereof and to purchase (with the right to substitute purchasers) severally,and not jointly, in the respective percentages set out in section 15 herein from theCorporation and, by its acceptance hereof, the Corporation hereby agrees to issue and sellto the Underwriters (or the substituted purchasers, as the case may be) at the ClosingTime all, but not less than all, of the Offered Securities at a purchase price of $7.00per Common Share.

The Corporation hereby grants to the Underwriters an option (the "Underwriters'Option") to offer and sell up to an additional 450,000 Common Shares at a purchaseprice of $7.00 per Common Share upon the terms and conditions set forth herein for thepurchase and sale of the Offered Securities. The Underwriters' Option shall be exercisablein whole or in part by the Lead Underwriter (as hereinafter defined) giving notice to theCorporation, specifying the number of Common Shares to be sold, at any time on or beforethe time that is 24 hours prior to the Closing Time.
The terms and conditions of this Agreement are as follows:
**Definitions, Interpretation and Schedules
Definitions
: Whenever used in this Agreement:
- "Agreement" means the agreement resulting from the acceptance by the          Corporation of the offer made by the Underwriters herein, including the schedules attached          hereto, as amended or supplemented from time to time;
- "Ancillary Documents" means all agreements, indentures, certificates          (including, without limitation, the certificates representing the Offered Securities and          Compensation Options) and other documents executed and delivered, or to be executed and          delivered, by the Corporation in connection with the transactions contemplated by this          Agreement or the Subscription Agreements and includes the Subscription Agreements;
- "Auditor" means Beauchamp & Company, Chartered Accountants, the auditor of          the Corporation, and includes, for the purposes of this Agreement, any other auditor of          the Corporation at the relevant time;
- "Business Day" means a day which is not a Saturday, Sunday or a statutory or          civic holiday in the City of Toronto, Province of Ontario;
- "Canadian Subscription Agreements" means the subscription agreement to be          entered into between the Corporation and each of the non-U.S. Purchasers with respect to          the purchase of the Offered Securities collectively;
- "Closing" means the purchase and sale of the Offered Securities subscribed for          by the Purchasers pursuant to the Subscription Agreements;
- "Closing Date" means November 6, 2003 or such other date as the Corporation          and the  Underwriters may mutually agree upon;
- "Closing Time" means 11:30 a.m. (Toronto time) on the Closing Date or such          other time on the Closing Date as the Corporation and the Lead Underwriter may mutually          agree upon;
- "Common Shares" means the common shares which the Corporation is authorized to          issue as constituted on the date hereof;
- "Compensation Options" means the non-transferable compensation options which          entitle the Underwriters to purchase Common Shares, in the aggregate, equal to 10% of the          number of Offered Securities sold pursuant to the Offering (which, for certainty, shall          include any Offered Securities sold upon the exercise of the Underwriters' Option),          exercisable at any time during the period of time commencing on the Closing Date and          expiring at 5:00 p.m. (Toronto time) on November 6, 2005, at an exercise price of $7.50;
- "Compensation Option Certificates" means the certificates representing the          Compensation Options;
- "Corporation" means DRC Resources Corporation, a corporation existing under          the  Companies Act  (British Columbia);
- "Directed Selling Efforts" means "directed selling efforts" as          defined in Regulation S;
- "Foreign Issuer" means "foreign issuer" as defined in Regulation S;
- "General Solicitation or General Advertising" means "general solicitation          or general advertising" as used in Rule 502(c) of Regulation D;
- "Institutional Accredited Investor" means an accredited investor as that term          is defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D;
- "Lead Underwriter" means Orion Securities Inc.;
- "Offered Securities" means up to 3,000,000 Common Shares, together with any          Common Shares in respect of which the Underwriters' Option has been exercised by the Lead          Underwriter, to be issued and sold at the Purchase Price under the Offering;
- "Offering" means the offering for sale by the Corporation on a private          placement basis of the Offered Securities;
- "Offering Jurisdictions" means the Provinces of British Columbia, Alberta and          Ontario, the United States and such other jurisdictions as may be mutually agreed upon by          the  Lead Underwriter and the Corporation where the Offered Securities are offered          to prospective purchasers or where Purchasers reside, as the context permits or requires;
- "Ontario Act" means the  Securities Act  (Ontario) and the regulations          thereunder, together with the instruments, policies, rules, orders, codes, notices and          published interpretation notes of the OSC, as amended, supplemented or replaced from time          to time;
- "Optioned Shares" means the Common Shares issuable on the exercise of the          Compensation Options;
- "OSC" means the Ontario Securities Commission;
- "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;
- "Public Information" means all information regarding the Corporation that is,          or becomes, publicly available together with all information prepared by the Corporation          and provided to the  Underwriters or to potential purchasers of the Offered          Securities, if any, and includes, but is not limited to, all material change reports,          press releases and financial statements of the Corporation and all other materials posted          on SEDAR;
- "Purchase Price" means the price to be paid by the Purchasers for each Offered          Security under the Offering, being $7.00 per Offered Security;
- "Purchasers" means the purchasers of the Offered Securities collectively;
- "Qualifying Jurisdictions" means the Provinces of British Columbia, Alberta          and Ontario collectively;
- "Regulation D" means Regulation D under the 1933 Act;
- "Regulation S" means Regulation S under the 1933 Act;
- "Reporting Provinces" means the Provinces of British Columbia, Alberta and          Ontario collectively;
- "Securities Commissions" means the securities regulatory authorities of the          Offering Jurisdictions or Qualifying Jurisdictions collectively, as the case may be;
- "Securities Laws" means the securities legislation and regulations of, and the          instruments, policies, rules, orders, codes, notices and published interpretation notes of          the securities regulatory authorities (including the Stock Exchange) of, the applicable          jurisdiction or jurisdictions collectively;
- "Stock Exchange" means the Toronto Stock Exchange;
- "Subject Properties" means the properties of the Corporation listed in          Schedule C hereto;
- "Subscription Agreements" means the Canadian Subscription Agreements and the          U.S. Subscription Agreements;
- "Subsidiaries" means Dynamic Resources Corporation, a corporation existing          under the laws of the State of Nevada;
- "Substantial U.S. Market Interest" means "substantial U.S. market          interest" as defined in Regulation S;
- "Transfer Agent" means Computer Share Trust Company of Canada, the registrar          and transfer agent for the Common Shares;
- "Underwriters"  means Orion Securities Inc., and Dundee Securities          Corporation and Salman Partners Inc. collectively;
- "Underwriters' Option" means the option granted to the Underwriters to offer          and sell, in the aggregate, up to 450,000 additional Common Shares at a purchase price of          $7.00 per Common Share;
- "United States" means the United States of America as that term is defined in          Regulation S;
- "U.S. Affiliate" means Orion Securities (U.S.A.) Inc. and Salman Partners          (USA) Inc., the United States registered broker-dealer affiliates of the Lead Underwriter          and Salman Partners Inc., respectively;
- "U.S. Subscription Agreements" means the subscription agreement to be entered          into between the Corporation and each of the Purchasers in the United States with respect          to the purchase of the Offered Securities collectively;
- "1933 Act" means the U.S. Securities Act of 1933, as amended; and
- "1934 Act" means the U.S. Securities Exchange Act of 1934, as amended.
Other Defined Terms
: Whenever used in this Agreement, the words and terms        "affiliate", "associate", "material fact", "material        change", "misrepresentation", "senior officer" and        "subsidiary" shall have the meanings given to such words or terms in the Ontario        Act unless specifically provided otherwise herein.
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.
Currency
: All references to monetary amounts in this Agreement are to lawful money        of Canada.
Schedules
: The following schedules are attached to this Agreement and are deemed to        be a part of and incorporated in this Agreement:

Schedule
Title
A
Officers' Certificate
B
Underwriters' Certificate
C
Mining Rights Disclosure**The Offered Securities**
Offered Securities: The Offered Securities are up to 3,450,000 Common  Shares (inclusive of the up to 450,000 additional Common Shares which may be offered for  sale to Purchasers upo**n**the  exercise of the Underwriter's Option). 
**The Offering
Sale on Exempt Basis
: The Corporation understands that although the offer to act as        underwriters with respect to the Offering (and, if exercised, the Underwriters' Option, to        the extent exercised) is presented on behalf of the Underwriters as purchasers, the        Underwriters will endeavour to arrange for Purchasers for the Offered Securities and shall        offer for sale on behalf of the Corporation the Offered Securities in the Offering        Jurisdictions in compliance with the Securities Laws of the Offering Jurisdictions and        only to such Persons and in such manner so that, pursuant to the provisions of the        Securities Laws of the Offering Jurisdiction, no prospectus or offering memorandum or        other similar document need be filed with, or delivered to, any Securities Commission in        any Offering Jurisdiction in connection therewith. The Underwriters shall offer the        Offered Securities for sale on behalf of the Corporation in the United States only through        the U.S. Affiliates pursuant to an exemption from the registration requirements of the        1933 Act, in compliance with the Securities Laws of the relevant states of the United        States and in accordance with section 10 hereof.
Covenants of the Underwriters
: Each of the Underwriters
covenants with the        Corporation that: (i) such Underwriter will comply with all Securities Laws of the        Offering Jurisdictions in which such Underwriter solicits or procures subscriptions for        Offered Securities in connection with the Offering: (ii) such Underwriter will not solicit        or procure subscriptions for Offered Securities so as to require the registration thereof        or the filing of a prospectus or an offering memorandum with respect thereto under the        laws of any jurisdiction; and (iii) such Underwriter will obtain from each Purchaser an        executed Canadian Subscription Agreement or U.S. Subscription Agreement, as applicable, in        a form reasonably acceptable to the Corporation. Each of the Underwriters
represents        and warrants that such Underwriter is qualified to so act in the Offering Jurisdictions in        which such Underwriter solicits or procures subscriptions for the Offered Securities.
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 sale of the Offered Securities may lawfully occur in the Offering Jurisdictions        without the necessity of filing a prospectus, a registration statement or an offering        memorandum in Canada or the United States and the
Underwriters
undertake to        use their reasonable best 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.
No Offering Memorandum
: Neither the Corporation nor the
Underwriters 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; (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 or published        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 advertising.
**Due Diligence**
The Corporation shall allow the****Underwriters to  conduct all due diligence investigations, including meeting with senior management of the  Corporation and the Auditor, as the****Underwriters shall consider appropriate in  connection with the Offering and shall have allowed, or shall allow, as the case may be,  the****Underwriters to conduct all due diligence investigations which the****Underwriters  may reasonably require.
**Deliveries
Advance Deliveries
: The Underwriters shall deliver to the Corporation as soon as        reasonably possible prior to the Closing Time the Subscription Agreements which, together        with the applicable schedules thereto, shall have been completed and executed by the        Purchasers.

 

 
Deliveries
: By the Closing Time:
- 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 and the Subscription Agreements,          including, without limitation, to create and issue the Offered Securities and to allot and          reserve for issue and conditionally issue the Optioned Shares, and a certified copy of all          such resolutions shall have been delivered by the Corporation to the  Underwriters; 
- the Corporation shall have delivered or caused to be delivered to the  Underwriters
a favourable legal opinion of Canadian counsel to the Corporation, Donald Specht,            Barrister and Solicitor, addressed to the
Underwriters, legal counsel to the            Underwriters and the Purchasers with respect to such matters as may reasonably be            requested by the Underwriters, including, without limitation with respect to title and            mineral rights in regards to the Subject Properties (as listed in Schedule C hereto),
a favourable legal opinion of U.S. special counsel to the Corporation, Skadden, Arps,            Slate, Meagher & Flom LLP, addressed to the Corporation and the Underwriters to the            effect that registration under the 1933 Act will not be required in connection with the            offer and sale of the Offered Securities in the United States,
a certificate or certificates dated the Closing Date signed by an appropriate officer of            the Corporation and addressed to, among others, the
Underwriters
and the            Purchasers 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 and the Ancillary Documents and with            respect to such other matters as the
Underwriters
may reasonably request,            and including specimen signatures of the signing officers of the Corporation,
a certificate dated the Closing Date addressed to, among others, the
Underwriters
and the Purchasers signed by the Chief Executive Officer and the Corporate Secretary            of the Corporation, or any two other senior officers of the Corporation acceptable to the
Underwriters,
substantially in the form of the certificate attached hereto as            Schedule A,
a Canadian Subscription Agreement or U.S. Subscription Agreement, as applicable, from            each Purchaser accepted by the Corporation,
definitive certificates representing the Offered Securities registered in the names of            the Purchasers or in such other names as the Purchasers may direct, and
such further documents as may be contemplated by this Agreement or as the
Underwriters
may reasonably require,

all in form and substance satisfactory to the****Underwriters;
- the Corporation shall have delivered or caused to be delivered definitive certificates          representing the Compensation Options to be issued by the Corporation to the Underwriters          as provided in subsection 7(b) of this Agreement against the delivery from the          Underwriters to the Corporation of a receipt for such certificates;
- the Corporation shall have delivered or caused to be delivered to the Underwriters          payment of the amount payable by the Corporation pursuant to this Agreement (in accordance          with subparagraph 5(b)(v)A below), as itemized in writing by the Lead Underwriter on          behalf of the Underwriters and delivered to the Corporation on the Business Day prior to          the Closing Date (or as otherwise agreed between the Corporation and the Lead Underwriter)          and including (i) the commission payable by the Corporation to the Underwriters as          provided in section 7(a) of this Agreement against delivery from the Lead Underwriter to          the Corporation of a receipt for the payment of such commission, (ii) the expenses          (excluding legal expenses) incurred to date and payable by the Corporation to the          Underwriters  as provided in section 13 of this Agreement against delivery from the          Lead Underwriter  to the Corporation of a receipt for the payment of such expenses,          and (iii) the legal expenses incurred to date and payable by the Corporation to counsel          for the Underwriters  as provided in section 13 of this Agreement against delivery          from such legal counsel to the Corporation of a receipt for the payment of such legal          expenses; and
- the  Underwriters  shall have delivered or cause to be delivered to the          Corporation
payment of the aggregate purchase price for the Offered Securities purchased by the            Purchasers, net of the commission payable by the Corporation to the Underwriters and the            expenses of the Underwriters (including legal fees of the Underwriters), as itemized in            subparagraph 5(b)(iv) above,
by certified cheque or bank draft payable at par in            the City of Toronto, against delivery from the Corporation to the
Underwriters
of            a receipt for the aggregate purchase price for the Offered Securities (less the deductions            itemized in subparagraph 5(b)(iv) above),
an executed certificate in the form set forth in Schedule B attached hereto or written            confirmation that the Underwriter did not sell any Offered Securities in the United            States, and
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.
**Closing
Closing
: The Closing shall be completed at the Toronto office of counsel to the        Underwriters, Wildeboer Rand Thomson Apps & Dellelce, LLP, at the Closing Time.
Conditions of Closing
: The following are conditions precedent to the obligation of        the
Underwriters
to complete the Closing and of the Purchasers to purchase        the Offered Securities, which conditions the Corporation covenants and agrees to use their        efforts thereof to fulfill within the time set out herein, and which conditions may be        waived in writing in whole or in part by the
Lead Underwriter on behalf of the        Underwriters:
- the Corporation shall have received all necessary approvals and consents, including all          necessary regulatory consents (including those of the Stock Exchange) required for the          completion of the transactions contemplated by this Agreement, all in a form satisfactory          to the Underwriters, the Stock Exchange shall have approved the listing thereon of the          Offered Securities and shall have conditionally approved the listing thereon of the          Optioned Shares and, if required, the shareholders of the Corporation shall have approved          the Offering in a manner acceptable to the Stock Exchange;
- receipt by the  Underwriters  of the documents set forth in section 5 of          this Agreement to be delivered to the  Underwriters;
- the representations and warranties of the Corporation contained herein and in each          Ancillary Document 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;
- 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 
- the  Underwriters  not having previously terminated the obligations thereof          pursuant to this Agreement.
**FeeCommission: In consideration of the services        performed and to be performed by the****Underwriters****in connection with the        Offering, including, without limitation:
- assisting in the preparation of the form of the Subscription Agreements and certain of          the Ancillary Documents; 
- advising the Corporation with respect to the private placement of the Offered          Securities; and
- performing administrative work in connection with the distribution of the Offered          Securities; 

the Corporation shall pay to the****Underwriters****at the      Closing Time against receipt of payment of the aggregate purchase price for the Offered      Securities, a fee of 6.5 per cent of the aggregate purchase price for the Offered      Securities.
Compensation Options
: In addition to the cash commission payable to the Underwriters        pursuant to subsection 7(a) hereof, as additional consideration for the services performed        and to be performed by the Underwriters hereunder, the Corporation shall issue to the        Underwriters at the Closing Time the Compensation Options (which shall entitle the        Underwriters, in the aggregate, to acquire Optioned Shares equal in number to 10 per cent        of the number of Offered Securities sold under the Offering), such Compensation Options to        be represented by Compensation Option Certificates, in form and substance satisfactory to        the Underwriters. 
**Representations and Warranties**
The Corporation hereby represents and warrants to the****Underwriters  and the Purchasers, and acknowledges that the Underwriters and the Purchasers****are  relying upon each of such representations and warranties in completing the Closing, as  follows:
Incorporation and Organization
: The Corporation and each Subsidiary has been        incorporated and organized and is a valid and subsisting corporation under the laws of its        jurisdiction of incorporation and has all requisite corporate power and authority to carry        on its business as now conducted or proposed to be conducted and to own or lease and        operate the property and assets thereof and the Corporation has all requisite corporate        power and authority to enter into, execute and deliver this Agreement and the Ancillary        Documents and to carry out the obligations thereof hereunder and thereunder.
Extra-provincial Registration
: The Corporation and each Subsidiary is licensed,        registered or qualified as an extra-provincial or foreign corporation in all jurisdictions        where the character of the property or assets thereof owned or leased or the nature of the        activities conducted by it make licensing, registration or qualification necessary (except        to the extent that the failure to be so licensed, registered or qualified would not have a        material adverse effect on the Corporation or any Subsidiary) and is carrying on the        business thereof in compliance in all material respects with all applicable laws, rules        and regulations of each such jurisdiction.
Authorized Capital
: The Corporation is authorized to issue up to 40,000,000 Common        Shares, of which, as of November 6, 2003, 9,244,766 Common Shares were issued and        outstanding as fully paid and non-assessable shares.
Listing
: The Common Shares are, and at the time of issue of the Offered Securities        will be, listed on the Stock Exchange and the Optioned Shares will, at the time of issue        of the Offered Securities, have been conditionally listed on the Stock Exchange. Other        than the grant of options to purchase up 1,477,000 Common Shares, the Corporation has not        issued, or agreed to issue, any Common Shares or any securities exchangeable or        exercisable for, or convertible into, Common Shares at an effective price per Common Share        which is less than the Purchase Price during the 60 day period immediately preceding the        date hereof.
Certain Securities Law Matters
: The Common Shares are, and at the time of issue of        the Offered Securities will be, listed only on the Stock Exchange, the Corporation is a        reporting issuer or the equivalent only in the Reporting Provinces and is not in default        of any requirement of the Securities Laws of any Reporting Province and the Common Shares        are not registered under the 1934 Act.
Securities Law Exemptions
: The execution of the Subscription Agreements and the        issue by the Corporation to the Purchasers of the Offered Securities pursuant to the        Subscription Agreements will be exempt from the registration and prospectus requirements        of the Securities Laws of the Offering Jurisdictions and the issue by the Corporation to        the Underwriters of the Compensation Options will be exempt from the registration and        prospectus requirements of the applicable Securities Laws.
Qualifying Issuer and Resale of Securities
: The Corporation will be on the Closing        Date a "qualifying issuer" within the meaning of Multilateral Instrument 45-102        of the Canadian Securities Administrators. The Offered Securities and the Optioned Shares        issuable on exercise of Compensation Options will not be subject to a restricted period or        statutory hold period under the Securities Laws of the Qualifying Jurisdictions or to any        resale restriction under the policies of the Stock Exchange which extends beyond four        months and one day after the Closing Date.
Rights to Acquire Securities
: No Person has any agreement, option, right or        privilege (whether pre-emptive, contractual or otherwise) capable of becoming an agreement        for the purchase, acquisition, subscription for or issue of any of the unissued shares or        other securities of the Corporation, except, as at November 6, 2003, for an aggregate of        1,477,000 Common Shares reserved for issue pursuant to outstanding options, warrants,        share incentive plans, convertible, exercisable and exchangeable securities and other        rights to acquire Common Shares.
No Pre-emptive Rights
: Neither the issue of the Offered Securities, nor the issue of        the Optioned Shares will not be subject to any pre-emptive right or other contractual        right to purchase securities granted by the Corporation or to which the Corporation is        subject.
Subsidiaries
: The Subsidiaries are the only subsidiaries of the Corporation.
Capital of Subsidiaries
: All of the outstanding shares of the Subsidiaries are        issued and outstanding as fully paid and non-assessable shares and are legally and        beneficially owned by the Corporation and no Person has any agreement, option, right or        privilege (whether pre-emptive, contractual or otherwise) capable of becoming an agreement        for the purchase, acquisition, subscription for or issue of any of the unissued shares or        other securities of any of the Subsidiaries, or for the purchase or acquisition of any of        the outstanding shares or other securities of any of the Subsidiaries.
Issue of Offered Securities
: All necessary corporate action has been taken to        authorize the 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 shares. 
Issue of Compensation Option and Optioned Shares
: All necessary corporate action has        been taken by the Corporation to authorize the issue of, and the delivery of certificates        representing the Compensation Options and, when issued in accordance with the provisions        of this Agreement the Compensation Options will be validly issued, upon the issue of the        Optioned Shares in accordance with the provisions of the Compensation Option Certificates,        and upon payment of the requisite consideration therefore, the Optioned Shares will be        validly issued as fully paid and non-assessable shares.
Consents, Approvals and Conflicts
: None of the offering and sale of the Offered        Securities, the execution and delivery of this Agreement and the Ancillary Documents, the        compliance by the Corporation with the provisions of this Agreement and the Ancillary        Documents or the consummation of the transactions contemplated herein and therein        including, without limitation, the issue of the Offered Securities and the Compensation        Options or the issuance of the Optioned Shares for the consideration and on the terms and        conditions of the Compensation Option Certificates, do or will: (i) require the consent,        approval, or authorization, order or agreement of, or registration or qualification with,        any governmental agency, body or authority, court, stock exchange, securities regulatory        authority or other Person, except (A) such as have been obtained, or (B) such as may be        required under applicable Securities Laws of the Offering Jurisdictions and the policies        of the Stock Exchange and will be obtained by the Closing Date; or (ii) conflict with or        result in any breach or violation of any of the provisions of, or constitute a default        under, any indenture, mortgage, deed of trust, lease or other agreement or instrument to        which the Corporation or any Subsidiary is a party or by which any of them or any of the        properties or assets thereof is bound, or the articles or by-laws or any other constating        document of the Corporation or any Subsidiary or any resolution passed by the directors        (or any committee thereof) or shareholders of the Corporation or any Subsidiary, or any        statute or any judgment, decree, order, rule, policy or regulation of any court,        governmental authority, arbitrator, stock exchange or securities regulatory authority        applicable to the Corporation or any Subsidiary or any of the properties or assets thereof        which could have a material adverse effect on the condition (financial or otherwise),        business, properties or results of operations of the Corporation or any Subsidiary.
Authority and Authorization
: The Corporation has all requisite corporate power and        authority to enter into this Agreement and the Ancillary Documents and to do all acts and        things and execute and deliver all documents as are required hereunder and thereunder to        be done, observed, performed or executed and delivered by it in accordance with the terms        hereof and thereunder and the Corporation has taken all necessary corporate action to        authorize the execution, delivery and performance of this Agreement and the Ancillary        Documents and to observe and perform the provisions of this Agreement and the Ancillary        Documents in accordance with the provisions hereof and thereunder including, without        limitation, the issue of the Offered Securities and the Compensation Options for the        consideration and upon the terms and conditions set forth herein and the issue of the        Optioned Shares for the consideration and upon the terms and conditions set forth in the        Compensation Option Certificate.
Validity and Enforceability
: This Agreement has been authorized, executed and        delivered by the Corporation and constitutes a valid and legally binding obligation of the        Corporation enforceable against the Corporation in accordance with the terms thereof and        upon being executed and delivered the Ancillary Documents will constitute valid and        legally binding obligations of the Corporation enforceable against the Corporation in        accordance with the terms thereof, 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        principles when equitable remedies are sought, and by the fact that rights to indemnity,        contribution and waiver, and the ability to sever unenforceable terms, may be limited by        applicable law.
Public Disclosure
: Each of the documents which contains any of the Public        Information was, as of the date thereof, in compliance in all material respects with the        Securities Laws of the Reporting Provinces and did not contain any untrue statement of a        material fact or omit to state a material fact required to be stated therein or necessary        to make the statements therein, in light of the circumstances under which they were made,        not misleading. There is no fact known to the Corporation which the Corporation has not        publicly disclosed which materially adversely affects, or so far as the Corporation can        reasonably foresee, will materially adversely affect, the assets, liabilities (contingent        or otherwise), capital, affairs, business, prospects, operations or condition (financial        or otherwise) of the Corporation or the ability of the Corporation to perform its        obligations under this Agreement or the Ancillary Documents or which would otherwise be        material to any Person intending to make an equity investment in the Corporation.
Timely Disclosure
: The Corporation is in compliance with all timely disclosure        obligations under the Securities Laws of the Reporting Provinces and, without limiting the        generality of the foregoing, there has not occurred any material adverse change in the        assets, liabilities (contingent or otherwise), capital, affairs, business, prospects,        operations or condition (financial or otherwise) of the Corporation or any Subsidiary        which has not been publicly disclosed and none of the documents filed by or on behalf of        the Corporation pursuant to the Securities Laws of the Reporting Provinces contain a        misrepresentation at the date of the filing thereof.
No Cease Trade Order
: No order preventing, ceasing or suspending trading in any        securities of the Corporation or prohibiting the issue and sale of securities by the        Corporation has been issued and no proceedings for either of such purposes have been        instituted or, to the best of the knowledge of the Corporation, are pending, contemplated        or threatened.
Financial Statements
: The audited consolidated financial statements of the        Corporation for the year ended December 31, 2002 together with the auditors' report        thereon and the notes thereto, and the unaudited interim consolidated financial statements        of the Corporation for the six months ended June 30, 2003 and the notes thereto, have been        prepared in accordance with Canadian generally accepted accounting principles applied on a        basis consistent with prior periods (except as disclosed in such consolidated financial        statements), are substantially correct in every particular and present fairly the        financial condition and position of the Corporation on a consolidated basis as at the        dates thereof and such consolidated financial statements contain no direct or implied        statement of a material fact which is untrue on the date of such consolidated financial        statements and do not omit to state any material fact which is required by Canadian        generally accepted accounting principles or by applicable law to be stated or reflected        therein or which is necessary to make the statements contained therein not misleading. 
Changes in Financial Position
: Since December 31, 2002, none of:
- the Corporation or any Subsidiary has paid or declared any dividend or incurred any          material capital expenditure or made any commitment therefor;
- the Corporation or any Subsidiary has incurred any obligation or liability, direct or          indirect, contingent or otherwise, except in the ordinary course of business and which is          not, and which in the aggregate are not, material; and
- the Corporation or any Subsidiary has entered into any material transaction;

except in each case as disclosed in the Public Information.
No Contemplated Changes
: Except as disclosed in the Public Information or as        contemplated herein, none of the Corporation or any Subsidiary has approved, is        contemplating, has entered into any agreement in respect of, or has any knowledge of:
- the purchase of any property or assets or any interest therein or the sale, transfer or          other disposition of any property or assets or any interest therein currently owned,          directly or indirectly, by the Corporation or any Subsidiary whether by asset sale,          transfer of shares or otherwise;
- 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 any Subsidiary or otherwise) of the          Corporation or any Subsidiary; or
- 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 or any Subsidiary.
Insurance
:
The Corporation has, with respect to the properties and business        of the Corporation, with financially sound and reputable insurers, insurance against such        casualties and contingencies of such types and in such amounts as is customary in the case        of corporations engaged in the same or a similar business having similar properties        similarly situated to the Corporation.
Taxes and Tax Returns
: The Corporation and each Subsidiary has filed in a timely        manner all necessary tax returns and notices and has paid all applicable taxes of        whatsoever nature for all tax years prior to the date hereof to the extent that such taxes        have become due or have been alleged to be due and none of the Corporation or any        Subsidiary is aware of any tax deficiencies or interest or penalties accrued or accruing,        or alleged to be accrued or accruing, thereon where, in any of the above cases, it might        reasonably be expected to result in any material adverse change in the condition        (financial or otherwise), or in the earnings, business, affairs or prospects of the        Corporation or any Subsidiary and there are no agreements, waivers or other arrangements        providing for an extension of time with respect to the filing of any tax return by any of        them or the payment of any material tax, governmental charge, penalty, interest or fine        against any of them. There are no material actions, suits, proceedings, investigations or        claims now threatened or pending against the Corporation or any Subsidiary which could        result in a material liability in respect of taxes, charges or levies of any governmental        authority, penalties, interest, fines, assessments or reassessments or any matters under        discussion with any governmental authority relating to taxes, governmental charges,        penalties, interest, fines, assessments or reassessments asserted by any such authority        and the Corporation and each Subsidiary has withheld (where applicable) from each payment        to each of the present and former officers, directors, employees and consultants thereof        the amount of all taxes and other amounts, including, but not limited to, income tax and        other deductions, required to be withheld therefrom, and has paid the same or will pay the        same when due to the proper tax or other receiving authority within the time required        under applicable tax legislation.
Compliance with Laws, Licenses and Permits
: The Corporation and each Subsidiary has        conducted and is conducting the business thereof in compliance in all material respects        with all applicable laws, rules, regulations, tariffs, orders and directives of each        jurisdiction in which it carries on business and possesses all material approvals,        consents, certificates, registrations, authorizations, permits and licenses issued by the        appropriate provincial, state, municipal, federal or other regulatory agency or body        necessary to carry on the business currently carried on, or contemplated to be carried on,        by it, is in compliance in all material respects with the terms and conditions of all such        approvals, consents, certificates, authorizations, permits and licenses and with all laws,        regulations, tariffs, rules, orders and directives material to the operations thereof, and        none of the Corporation or any Subsidiary has received any notice of the modification,        revocation or cancellation of, or any intention to modify, revoke or cancel or any        proceeding relating to the modification, revocation or cancellation of any such approval,        consent, certificate, authorization, permit or license which, singly or in the aggregate,        if the subject of an unfavourable decision, order, ruling or finding, would materially        adversely affect the conduct of the business or operations of, or the assets, liabilities        (contingent or otherwise), condition (financial or otherwise) or prospects of, the        Corporation or any Subsidiary.
Agreements and Actions
: Neither the Corporation nor any Subsidiary is in violation        of any term of the articles or by-laws or any other constating document thereof. Neither        the Corporation nor any Subsidiary is in violation of any term or provision of any        agreement, indenture or other instrument applicable to it which would, or could, result in        any material adverse effect on the business, condition (financial or otherwise), capital,        affairs or operations of the Corporation or any Subsidiary, neither the Corporation nor        any Subsidiary is in default in the payment of any obligation owed which is now due and        there is no action, suit, proceeding or investigation commenced, pending or, to the        knowledge of the Corporation after due inquiry, threatened which, either in any case or in        the aggregate, might result in any material adverse effect on the business, condition        (financial or otherwise), capital, affairs, prospects or operations of the Corporation or        any Subsidiary or in any of the material properties or assets thereof or in any material        liability on the part of the Corporation or any Subsidiary or which places, or could        place, in question the validity or enforceability of this Agreement, the Ancillary        Documents or any document or instrument delivered, or to be delivered, by the Corporation        pursuant hereto or thereto.
Owner of Property
: The Corporation and the Subsidiaries are the absolute legal and        beneficial owner of, and have good and marketable title to, all of the material property        or assets thereof as described in the Public Information, free of all mortgages, liens,        charges, pledges, security interests, encumbrances, claims or demands whatsoever, other        than those described in the Public Information, and no other property rights are necessary        for the conduct of the business of the Corporation or any Subsidiary as currently        conducted or contemplated to be conducted, none of the Corporation or any Subsidiary knows        of any claim or the basis for any claim that might or could adversely affect the right        thereof to use, transfer or otherwise exploit such property rights and, except as        disclosed in the Public Information, none of the Corporation or any Subsidiary has any        responsibility or obligation to pay any commission, royalty, licence fee or similar        payment to any Person with respect to the property rights thereof.
Mineral Rights
: The Corporation and the Subsidiaries hold either freehold title,        mining leases, mining concessions, mining claims or participating interests or other        conventional property or proprietary interests or rights, recognized in the jurisdiction        in which a particular property is located, in respect of the ore bodies and minerals        located in the Subject Properties listed in Schedule C hereto (collectively the "
Mining        Rights
"), under valid, subsisting and enforceable title documents or other        recognized and enforceable agreements or instruments, sufficient to permit the Corporation        or applicable Subsidiary to explore the minerals relating thereto, all property, leases or        claims in which the Corporation or any Subsidiary has an interest or right have been        validly located and recorded in accordance with all applicable laws and are valid and        subsisting, the Corporation and the Subsidiaries have all necessary surface rights, access        rights and other necessary rights and interests relating to the Subject Properties        granting the Corporation or applicable Subsidiary the right and ability to explore for        minerals, ore and metals for development purposes as are appropriate in view of the rights        and interest therein of the Corporation or applicable Subsidiary, with only such        exceptions as do not materially interfere with the use made by the Corporation or        applicable Subsidiary of the rights or interests so held, and each of the proprietary        interests or 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 or a Subsidiary. The Mining Rights in respect of the Subject Properties, as        disclosed in Schedule C, constitutes a complete and exhaustive list of all Mining Rights        held by the Corporation and its Subsidiaries.
Property Agreements
: Any and all of the agreements and other documents and        instruments pursuant to which the Corporation or any Subsidiary holds the property and        assets thereof (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 terms thereof, none of the Corporation or any Subsidiary is        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 leases, licences and claims pursuant to which the Corporation or        any Subsidiary 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        and, except as disclosed in the Public Information, all taxes required to be paid with        respect to such properties and assets to the date hereof have been paid. 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 Public Information. 
No Defaults
: None of the Corporation or any Subsidiary is in default of any material        term, covenant or condition under or in respect of any judgement, order, agreement or        instrument to which it is a party or to which it or any of the property or assets thereof        are or may be subject, and no event has occurred and is continuing, and no circumstance        exists which has not been waived, which constitutes a default in respect of any        commitment, agreement, document or other instrument to which the Corporation or any        Subsidiary is a party or by which it is otherwise bound entitling any other party thereto        to accelerate the maturity of any amount owing thereunder or which could have a material        adverse effect upon the condition (financial or otherwise), capital, property, assets,        operations or business of the Corporation or any Subsidiary.
Compliance with Employment Laws
: Except as disclosed in the Public Information, the        Corporation and each Subsidiary is in compliance with all laws and regulations respecting        employment and employment practices, terms and conditions of employment, pay equity and        wages, except where such non-compliance would not constitute an adverse material fact        concerning the Corporation or any Subsidiary or result in an adverse material change to        the Corporation or any Subsidiary, and has not and is not engaged in any unfair labour        practice, there is no labour strike, dispute, slowdown, stoppage, complaint or grievance        pending or, to the best of the knowledge of the Corporation after due inquiry, threatened        against the Corporation or any Subsidiary, no union representation question exists        respecting the employees of the Corporation or any Subsidiary and no collective bargaining        agreement is in place or currently being negotiated by the Corporation or any Subsidiary,        neither the Corporation nor any Subsidiary has received any notice of any unresolved        matter and there are no outstanding orders under any employment or human rights        legislation in any jurisdiction in which the Corporation or any Subsidiary carries on        business or has employees, no employee has any agreement as to the length of notice        required to terminate his or her employment with the Corporation or any Subsidiary in        excess of twelve months or equivalent compensation and all benefit and pension plans of        the Corporation or any Subsidiary are funded in accordance with applicable laws and no        past service funding liability exist thereunder.
Environmental Compliance
: Except as disclosed in the Public Information, the        Corporation and the Subsidiaries:
- and to the best of the Corporation's knowledge reasonably held, being based on due          direction and enquiry of its personnel and advisors, the property, assets and operations          thereof are in material compliance with applicable Environmental Laws (which term means          and includes, without limitation, any and all applicable international, federal,          provincial, state, municipal or local laws, statutes, regulations, treaties, orders,          judgments, decrees, ordinances, official directives and all authorizations relating to the          environment, occupational health and safety, or any Environmental Activity (which term          means and includes, without limitation, any past, present or future activity, event or          circumstance in respect of a Contaminant (which term means and includes, without          limitation, any pollutants, dangerous substances, liquid wastes, hazardous wastes,          hazardous materials, hazardous substances or contaminants or any other matter including          any of the foregoing, as defined or described as such pursuant to any Environmental Law),          including, without limitation, the storage, use, holding, collection, purchase,          accumulation, assessment, generation, manufacture, construction, processing, treatment,          stabilization, disposition, handling or transportation thereof, or the release, escape,          leaching, dispersal or migration thereof into the natural environment, including the          movement through or in the air, soil, surface water or groundwater));
- do not have any knowledge of, and have not received any notice of, any material claim,          judicial or administrative proceeding, pending or threatened against, or which may affect,          either the Corporation or any Subsidiary or any of the property, assets or operations          thereof, relating to, or alleging any violation of any Environmental Laws, the Corporation          is not aware of any facts which could give rise to any such claim or judicial or          administrative proceeding and neither the Corporation nor any Subsidiary nor any of the          property, assets or operations thereof is the subject of any investigation, evaluation,          audit or review by any Governmental Authority (which term means and includes, 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) 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;
- have not given or filed any notice under any federal, state, provincial or local law          with respect to any Environmental Activity, the Corporation and the Subsidiaries do not          have any liability (whether contingent or otherwise) in connection with any Environmental          Activity and the Corporation is not aware of any notice being given under any federal,          state, provincial or local law or of any liability (whether contingent or otherwise) with          respect to any Environmental Activity relating to or affecting the Corporation or any          Subsidiary or the property, assets, business or operations thereof; 
- do not store any hazardous or toxic waste or substance on the property thereof and have          not disposed of any hazardous or toxic waste, in each case in a manner contrary to any          Environmental Laws, and there are no Contaminants on any of the premises at which the          Corporation or any Subsidiary carries on business, in each case other than in compliance          with Environmental Laws; and
- are 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 Law. 
No Litigation
: There are no actions, suits, proceedings, inquiries or investigations        existing, pending or, to the knowledge of the Corporation after due inquiry, threatened        against or which adversely affect the Corporation or any Subsidiary or to which any of the        property or assets thereof is subject, at law or equity, or before or by any court,        federal, provincial, state, municipal or other governmental department, commission, board,        bureau, agency or instrumentality, domestic or foreign, which may in any way materially        adversely affect the condition (financial or otherwise), capital, property, assets,        operations or business of the Corporation or any Subsidiary or the ability of any of them        to perform the obligations thereof and none of the Corporation or any Subsidiary is        subject to any judgement, order, writ, injunction, decree, award, rule, policy or        regulation of any Governmental Authority, which, either separately or in the aggregate,        may result in a material adverse effect on the condition (financial or otherwise),        capital, property, assets, operations or business of the Corporation or any Subsidiary or        the ability of the Corporation to perform its obligations under this Agreement or the        Ancillary Documents.
Material Contracts
: The only material contracts to which the Corporation or any        Subsidiary is a party or by which any of them are bound are:
- Services Agreement made April 23, 2003 to engage Sharon L. Ross on a per diem basis as          Corporate Secretary for a term of five years through April 23, 2007.
- Services Agreement made and approved April 23, 2003 to engage John H. Kruzick on a          retainer basis as President and Chief Executive Officer  for a term of five years          through April 23, 2007; and
- Option Purchase Agreement dated September 22, 1999 (as subsequently amended) whereby the          Corporation the acquired exclusive right to purchase a 100% undivided working interest in          the Afton 1 - 11, incl. mineral claims, Record Nos. 372023 - 372026 incl. and 372641 -          372647 incl., as to 50% from Westridge Enterprises Ltd., a non-reporting British Columbia          company wholly owned by John H. Kruzick, director, President and CEO of the Corporation,          and as to 50% from Indo-Gold Development Ltd., a non-reporting British Columbia company          owned by John Ball.

and all such contracts are valid and subsisting agreements in full force and effect      unamended and there exists no material default or event, occurrence, condition or act      which, with the giving of notice, the lapse of time or the happening of any event or      condition, would become a material default thereunder by any party thereto.
Website
: The website of the Corporation, if any, does not contain material        information with respect to the Corporation which is incomplete, incorrect or omits to        state a fact so as to render such information misleading, or any news release which has        not been disseminated on a news wire service and all information contained on any of such        websites in respect of the Offering complies with the Securities Laws of the Offering        Jurisdictions including, but not limited to, restrictions on promotional material        disseminated before and during the Offering.
No Insider Transactions
: To the best of the knowledge of the Corporation after due        inquiry, none of the officers or directors of the Corporation or any Subsidiary
or        any associate or affiliate of any of them had, has or intends to have any material        interest (except in such person's capacity as a shareholder of the Corporation), direct or        indirect, in any proposed material transaction with the Corporation or any Subsidiary        which, as the case may be, materially affects, is material to, or will or may materially        affect, the Corporation on a consolidated basis other than as disclosed in the Public        Information.
Minute Books
: The minute books of the Corporation, all of which have been or will be        made available to the Underwriters or counsel to the Underwriters, are complete and        accurate in all material respects.
**Covenants of the Corporation
Consents and Approvals: Immediately following        the acceptance by the Corporation hereof, the Corporation hereby covenants and agrees with        the****Underwriters and the Purchasers that the Corporation will:
- use the best efforts thereof to obtain, to the extent not already obtained, the          necessary regulatory consents from the Stock Exchange and, to the extent necessary, from          the Securities Commissions of the Offering Jurisdictions for the Offering on such terms as          are mutually acceptable to the  Underwriters and the Corporation, acting reasonably;
- use the best efforts thereof to arrange for the listing of the Optioned Shares on the          Stock Exchange as soon as possible;
- make all necessary filings and use the best efforts thereof to obtain all other          necessary regulatory and other consents and approvals required in connection with the          transactions contemplated by this Agreement; and
General: The Corporation hereby covenants and agrees with        the****Underwriters and the Purchasers that the Corporation will:
- fulfill all legal requirements to permit the creation, issue, offering and sale of the          Offered Securities and the creation and issue of the Compensation Options as contemplated          in this Agreement including, without limitation, compliance with the Securities Laws of          the Offering Jurisdictions to enable the Offered Securities to be offered for sale and          sold to the Purchasers and the Compensation Options (and Option Shares issuable          thereunder) to be issued to the Underwriters without the necessity of filing a prospectus          in the Offering Jurisdictions; 
- use the reasonable best efforts thereof to maintain the listing of the Common Shares on          the Stock Exchange and the status thereof as a reporting issuer not in default under the          Securities Laws of each of the Reporting Provinces for a period of 2 years after the          Closing Date; and
- forthwith after 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          45-501F1 as prescribed by the Ontario Act and the equivalent thereof in all other Offering          Jurisdictions.
Use of Proceeds
: The Corporation will use the net proceeds of the Offered Securities        to advance the development of the Afton copper-gold project, including infill drilling,        the preparation of a final feasibility study and for general working capital.
Issues of Further Securities
: The Corporation will not, without the prior written        consent of the
Lead Underwriter (which consent shall not be unreasonably withheld),        agree to issue, or issue, or announce any intention to issue, any Common Shares or any        securities exchangeable or exercisable for, or convertible into, any Common Shares, other        than as contemplated hereby or Common Shares issuable under existing options or incentive        plans, convertible, exchangeable or exercisable securities or other rights to acquire        Common Shares, or pursuant to previously scheduled property payments, in either case which        are disclosed as of the date hereof in the Public Information, at any time prior to 120        days after the Closing Date. 
**U.S.    ProvisionsRepresentations, Warranties and Covenants of the        Underwriters: Each Underwriter hereby represents, warrants and covenants to the        Corporation that, in connection with offers and sales of Offered Securities in the United        States:
- Such Underwriter, acting through its U.S. registered broker-dealer affiliate, has          offered and sold, and will offer and sell, Offered Securities in the United States only to          Persons with respect to which such Underwriter has a pre-existing relationship and has          reasonable grounds to believe are Institutional Accredited Investors. 
- Other than any selling group agreement, such Underwriter has not entered, and will not          enter, into any contractual arrangement with respect to the offer and sale of Offered          Securities in the United States, except with the U.S. Affiliates without the prior written          consent of the Corporation. To the extent any selling group member intends to offer and          sell Offered Securities in the United States, the Underwriters shall require the selling          group member to agree in writing, for the benefit of the Corporation, to comply with the          same provisions of this section 10 as apply to the Underwriters as if such provisions          applied to such selling group member.
- The Underwriter acknowledges that the Offered Securities have not been, and will not be,          registered under the 1933 Act or the Securities Laws of any state of the United States and          may not be offered or sold within the United States except pursuant to an exemption from          the registration requirements of the 1933 Act and the Securities Laws of the applicable          states of the United States.
- Neither it nor any affiliate thereof nor any Person acting on its behalf (except as          permitted in this section 10) has made or will make (i) any offer to sell or any          solicitation of an offer to purchase Offered Securities to any Person in the United          States; or (ii) any sale of Offered Securities to any Person except in an "offshore          transaction" in accordance with Rule 903 of Regulation S.
- All offers and sales of Offered Securities in the United States have been and will be          effected through such Underwriter's U.S. registered broker-dealer affiliate, in          transactions exempt from registration under the 1933 Act and any applicable state          Securities Laws and in accordance with all applicable U.S. federal and state broker-dealer          requirements.
- No written material has been or will be used in connection with the offer or sale of          Offered Securities in the United States other than the U.S. Subscription Agreement. 
- No form of General Solicitation or General Advertising has been or will be used,          including advertisements, articles, notices or other communications published in any          newspaper, magazine or similar media or broadcast over radio or television, or any seminar          or meeting whose attendees have been invited by general solicitation or general          advertising by such Underwriter, any affiliate thereof or any Person acting on behalf          thereof, and none of such Underwriter, the affiliates thereof or any Person acting on          behalf thereof has or will act in any manner involving a public offering (within the          meaning of Section 4(2) of the 1933 Act) in connection with the solicitation of offers to          purchase, offer or sale of Offered Securities in the United States.
- Prior to any sale of Offered Securities in the United States, such Underwriter shall          cause each purchaser thereof to execute and deliver to the Corporation a U.S. Subscription          Agreement in a form agreed to between the Corporation and the Underwriters, and at the          Closing, the Underwriters, together with the U.S. Affiliates, will provide a certificate          in the form attached to this Agreement as schedule B relating to the manner of the          solicitation of offers to purchase, and the offer and sale of, Offered Securities in the          United States or written confirmation that such Underwriter did not sell any Offered          Securities in the United States.
- Neither such Underwriter, any affiliate thereof nor any Person acting on behalf thereof          has taken or will take, directly or indirectly, any action in violation of Regulation M          under the 1934 Act in connection with the offer and sale of the Offered Securities.
- Neither such Underwriter, any affiliate thereof nor any Person acting on behalf thereof          has engaged in or will engage in any Directed Selling Efforts in the United States with          respect to any of the Offered Securities.
Representations, Warranties and Covenants of the Corporation
: The Corporation hereby        represents, warrants and covenants to the Underwriters that:
- None of the Corporation, the affiliates thereof nor any Person acting on behalf of any          of them has engaged or will engage in any form of General Solicitation or General          Advertising or has acted or will act in any manner involving a public offering within the          meaning of Section 4(2) of the 1933 Act, in either case, in connection with the          solicitation of offers to purchase, offer or sale of Offered Securities in the United          States.
- Except with respect to Offered Securities offered and sold in the United States in          reliance upon an exemption from registration under Rule 506 of Regulation D, neither the          Corporation nor any of the affiliates thereof, nor any Person acting on behalf of any of          them (other than the Underwriters, the affiliates thereof or any Person acting on behalf          of any of them, in respect of which no representation is made), has made, or will make (A)          any, offer to sell, or any solicitation of an offer to buy, any Offered Securities in the          United States; or (B) any sale of Offered Securities unless, at the time the buy order was          or will have been made, the purchaser is (i) outside the United States or (ii) the          Corporation, the affiliates thereof and any Person acting on behalf of any of them          reasonably believe that the purchaser is outside the United States.
- During the period in which the Offered Securities are offered for sale, neither the          Corporation, any affiliate thereof nor any Person acting on behalf of any of them has          taken, or will take, any action that would cause the exemptions afforded by Regulation D          to be unavailable for offers and sales of Offered Securities.
- Neither the Corporation nor any of the predecessors or affiliates thereof 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 concerning the filing of a notice of sales on Form D. 
- The Corporation is not, and as a result of the sale of the Offered Securities          contemplated hereby will not be, an open-end investment company closed-end investment          company, unit investment trust or face-amount certificate company registered or required          to be registered under the U.S. Investment Company Act of 1940, as amended.
- The Corporation has not, during the six month period prior to the commencement of the          Offering, sold, offered for sale or solicited any offer to buy any securities thereof in          the United States in a manner that would be integrated with the offer and sale of the          Offered Securities and would cause the exemption from registration under the 1933 Act set          forth in Rule 506 to become unavailable with respect to the offer and sale of the Offered          Securities.
- During the period in which the Offered Securities are offered for sale, neither the          Corporation, any affiliate thereof nor any Person acting on behalf of any of them (other          than the Underwriters, the affiliates thereof or any Person acting on behalf of any of          them, in respect of which no representation is made) has engaged in or will engage in any          Directed Selling Efforts in the United States, or has taken or will take any action in          violation or Regulation M under the 1934 Act or that would cause the exemption afforded by          Rule 506 of Regulation D to be unavailable for offers and sales of Offered Securities in          the United States in accordance with this Agreement or the exclusion from registration          under the 1933 Act afforded by Rule 903 of Regulation S to be unavailable for offers and          sales of the Offered Securities outside the United States in accordance with this          Agreement.
- The Corporation is a Foreign Issuer and there is no Substantial U.S. Market Interest in          the Offered Securities.
- The Corporation will use its reasonable best efforts to remain a Foreign Issuer for a          period of two years after the Closing Date. **Right of Termination
: 
Subject to subsection 11(b), each Underwriter shall be entitled to terminate its        obligation to purchase the Offered Securities prior to the Time of Closing if:
Due Diligence Out
: it is not satisfied, in its sole discretion, with the results of          the due diligence review and investigation of the Corporation conducted by it;
Material Change:
 there should occur any material change (actual, contemplated or          threatened) or any change in a material fact or occurrence of a material fact or event in          the business, operations, assets, affairs, capital or condition (financial or otherwise)          of the Corporation and its subsidiaries (taken as a whole) which, in the reasonable          opinion of the Underwriters or any one of them, would reasonably be expected to have a          significant adverse effect on the market price or value of the Common Shares; 
Undisclosed Fact
: the Underwriters or any one of them determines that there exists          any fact or circumstance not generally disclosed to the public or disclosed to the          Underwriters which, in the reasonable opinion of the Underwriters or any one of them,          might reasonably be expected to have a significant adverse effect on the market price or          value of the Common Shares; 
Market Out
: the state of the financial markets is such that the Offered Units          cannot, in the reasonable opinion of the Underwriters or any one of them, be successfully          marketed; or
Disaster Out
: (A) 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 Stock Exchange          or any securities regulatory authority or any law or regulation is enacted or changed          which in the opinion of the Underwriters (or any of them), acting reasonably, operates to          prevent or restrict the trading of the Common Shares or materially and adversely affects          or will materially and adversely affect the market price or value of the Common Shares; or          (B) 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 or          any law or regulation which in the opinion of the Underwriters seriously adversely          affects, or involves, or will, or could reasonably be expected to, seriously adversely          affect, or involve, the financial markets or the business, operations or affairs of the          Corporation and its subsidiaries taken as a whole.
- Exercise of Termination Right: The right of termination        contained in subsection 11(a) hereof may be exercised by any one or more of the        Underwriters and any termination by any of the Underwriters pursuant to any of subsection        11(a) hereof shall be effected by notice in writing delivered to the Corporation (with a        copy to each of the other Underwriters) at the address as set out in section 16 hereof        prior to Closing Time. The right of each of the Underwriters to so terminate the        obligations thereof under this Agreement is in addition to any other remedy which such        Underwriter may have under this Agreement in respect of any default, act, failure to act        or non-compliance by the Corporation in respect of any of the matters contemplated by this        Agreement. In the event of a termination by an Underwriter pursuant to any of subsections        11(a) hereof there shall be no further liability on the part of any of the Underwriters to        the Corporation or of the Corporation to any of the Underwriters except any liability        which may have arisen or may thereafter arise under section 12 or 13 hereof. A notice of        termination given by an Underwriter under any of subsections 11(a) hereof shall not be        binding upon any other Underwriter.

- **Indemnity    and ContributionIndemnity
: The Corporation hereby covenants and agrees to protect, indemnify and        save harmless the
Underwriters and each investment dealer which is a member of any        selling group formed by the
Underwriters in connection with the Offering, each of        the associates and affiliates of, and the directors, officers, employees, shareholders,        partners, advisors and agents of each of the Underwriters and each investment dealer which        is a member of any agency group formed by the
Underwriters in connection with the        Offering (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, liabilities, costs 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 reasonably incurred in respect thereof), joint or        several, of whatsoever nature or kind to which an Indemnified Person may become subject or        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 any Subscription Agreement,        or:
- any statement or information contained in the Public 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;
- the omission or alleged omission to state in the Public 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;
- any order made or inquiry, investigation or proceeding commenced or threatened by any          officer or official of the Stock Exchange, any securities commission or authority or any          other competent authority, not based upon the activities or the alleged activities of          either the Underwriters or any member of any selling group formed by the Underwriters in          connection with the Offering, 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 in the Public Information which prevents or          restricts trading in the Offered Securities or the Common Shares in any of the Offering          Jurisdictions;
- the non-compliance or alleged non-compliance by the Corporation with any of the          Securities Laws of the Offering Jurisdictions or any other applicable law in connection          with the transactions contemplated herein;
- any negligence or willful misconduct by the Corporation relating to or connected with          the sale of the Offered Securities; or
- the breach of, or default under, any term, condition, covenant or agreement of the          Corporation made or contained herein or in any Ancillary Document 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 in any Ancillary Document or in          connection with the sale of the Offered Securities being or being alleged to be untrue,          false or misleading;

provided, however, that this indemnity shall not apply in respect of an      Indemnified Person to the extent that a court of competent jurisdiction in a final      judgment that has become non-appealable shall have determined that (A) the Indemnified      Person has been negligent or dishonest or has committed any fraudulent act in the course      of such performance, and (B) the losses, claims, damages, liabilities, costs or expenses      as to which indemnification is claimed was directly caused by the negligence, dishonesty      or fraud referred to in (A) above. 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 Corporation as soon as possible of the nature of such claim and the Corporation      shall be entitled, but not required, to assume the defence of any suit 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 Corporation      or the Indemnified Person without the prior written consent of the other of them and the      Corporation shall not be liable for any settlement of any such claim unless it has      consented in writing to such settlement.
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:
- the Corporation fails to assume the defence of such claim on behalf of the Indemnified          Person within ten days of receiving notice of such claim;
- the Corporation and the Indemnified Person shall have mutually agreed to the retention          of such separate legal counsel; or 
- the named parties to such claim (including any added, third or impleaded parties)          include both the Corporation and the Indemnified Person and the Indemnified Person has          been advised by legal counsel that representation of both the Corporation 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 Corporation, 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 one separate          legal counsel and the fees and disbursements of only one separate legal counsel for all          Indemnified Persons shall be paid by the Corporation, unless:
- the Corporation and the Indemnified Persons have mutually agreed to the retention of          more than one legal counsel for the Indemnified Persons; or
- 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.
Waiver of Right
: The Corporation hereby waives the right thereof to recover        contribution from the Underwriters and the other Indemnified Persons with respect to any        liability of the Corporation by reason of or arising out of the indemnity provided by the        Corporation in this section 12; provided, however, that such waiver shall not apply in        respect of the Underwriters for any liability directly caused or incurred by reason or        arising out of any information or statements relating solely to, and provided by, the        Underwriters or any failure by the Underwriters in connection with the Offering to provide        to Purchasers any document which the Corporation is required to provide to the Purchasers        and which the Corporation has provided or made available to the Underwriters to forward to        the Purchasers.

 
Contribution:
- 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, in whole or in part, to an Indemnified Person other than in accordance          with the provisions of this section 12, the Corporation shall contribute to the aggregate          losses (other than a loss of profit), claims, damages, liabilities, costs and expenses of          the nature contemplated by the said indemnity incurred or paid by the Corporation and the          Indemnified Person, in such proportion as is appropriate to reflect not only the relative          benefits received by the Corporation on the one hand and the Indemnified Person on the          other hand but also the relative fault of the Corporation and the Indemnified Person, as          well as any relevant equitable considerations; provided that in any event the Corporation          shall be responsible for any amount in excess of the cash fee actually received from the          Corporation under this Agreement and retained by the Underwriters; and provided further          that no Person guilty of fraudulent misrepresentation shall be entitled to contribution          from any Person who is not guilty of such fraudulent misrepresentation.
- In the event that the Corporation is held to be entitled to contribution from the  Underwriters          under the provisions of any statute or law, the Corporation shall be limited to such          contribution in an amount not exceeding the lesser of:
the portion of the amount of the loss or liability giving rise to such contribution for            which the particular Underwriter is responsible as determined in accordance with paragraph            12(d)(i) above; and 
the amount of the cash fee actually received from the Corporation under this Agreement            and retained by the particular Underwriter.

- 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).
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 Corporation        hereby constitutes the
Lead Underwriter as trustee for such Person for such        indemnity and the covenants given by Corporation to such Person in this Agreement. The
Lead        Underwriter 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
Lead Underwriter in trust for the Persons in favour of whom such indemnities and        covenants are given and may be enforced directly by such Persons.
- **Expenses** Whether or not the purchase and sale of the Offered  Securities is completed, all costs and expenses incurred in connection with the Offering  shall be borne by the Corporation, including, without limitation, all expenses of or  incidental to the creation, issue and sale of the Offered Securities, the fees and  expenses (including applicable taxes) of counsel to, and the auditors and transfer agent  of, the Corporation and all filing and regulatory fees, as well as the reasonable fees and  expenses (including the reasonable out-of-pocket expenses (including applicable taxes) of  the****Underwriters) of the Underwriters and counsel to the Underwriters to a maximum  of $60,000 (exclusive of G.S.T. and disbursements), which, to the extent that they are  then determinable, shall be paid to the Underwriters from the proceeds of the Offering.   **Conditions** All of the terms and conditions contained in this Agreement  to be satisfied by the Corporation prior to the Closing Time shall be construed as  conditions and any breach or failure by the Corporation to comply with any of such terms  and conditions shall entitle the****Underwriters to terminate the obligations thereof  to complete the Closing by written notice to that effect given by the Lead Underwriter to  the Corporation prior to the Closing Time. It is understood and agreed 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 thereof in respect of any other such term  and condition 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 and  signed by the Lead Underwriter. If the****Underwriters shall elect to terminate the  obligations thereof to complete the Closing as aforesaid, whether the reason for such  termination is within or beyond the control of the Corporation, the liability of the  Corporation hereunder shall be limited to the indemnity referred to in section 12 hereof,  the right to contribution referred to in section 12 hereof and the payment of expenses  referred to in section 13 hereof.  **Obligations    of Underwriters to Purchase- Obligations Several: The obligations of the        Underwriters to purchase the Offered Securities at the Closing Time shall be several and        not joint and several, and the respective obligations of the Underwriters shall be limited        as regards each Underwriter to the percentage set out below beside the name of such        Underwriter: 
Orion Securities Inc.80%Dundee Securities Corporation10%Salman Partners Inc.10%
Subject to subsection 15(c) hereof, if any of the      Underwriters fails to purchase the applicable percentage thereof of the Offered Securities      at the Closing Time the other Underwriters shall have the right, but shall not be      obligated, to purchase such Offered Securities on a *pro rata* basis (or such other      basis as they may mutually agree upon) in accordance with subsection 15(b) hereof. In the      event that such right is not exercised, the Underwriters which are not in default      hereunder shall be relieved of all obligations to the Corporation. Nothing in this section      15 shall relieve any liability to the Corporation of any Underwriter which shall be so in      default. 
- Purchase by the Other Underwriters: If the number of        Offered Securities which the Underwriters which are not in default hereunder wish to        purchase exceeds the number of Offered Securities which would otherwise have been        purchased by an Underwriter which is in default hereunder, such Offered Securities shall        be divided *pro rata* among the Underwriters desiring to purchase such Offered        Securities in proportion to the percentages which such remaining Underwriters have agreed        to purchase as set forth in subsection 15(a).
- Right to Purchase of the Other Underwriters: If one or        more but not all of the Underwriters exercise their right of termination under subsection        15(a) hereof, the other Underwriters shall have the right, but shall not be obligated, to        purchase all of the Offered Securities which would otherwise have been purchased by the        Underwriters which have exercised their right of termination. If the number of such        Offered Securities which the other Underwriters wish, but are not obliged, to purchase        exceeds the number of Offered Securities which remain available for purchase, such Offered        Securities shall be divided *pro rata* among the Underwriters desiring to purchase        such Offered Securities in proportion to the percentage of Offered Securities which such        remaining Underwriters have agreed to purchase as set forth in subsection 15(a) hereof.
Underwriters Not Obliged to Purchase Less than All:
 Nothing in this Agreement shall        obligate the Underwriters to purchase less than all of the Offered Securities.
Corporation Not Obliged to Sell Less than All
: Nothing in this section 15 shall        oblige the Corporation to sell to the Underwriters less than all of the Offered        Securities. In the event of a termination by the Corporation of the obligations thereof        under this Agreement in accordance with the provisions of this Agreement, there shall be        no further liability on the part of the Corporation to the Underwriters except in respect        of any liability which may have arisen or may arise under sections 12 or 13 hereof.
- **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    telecopier on a Business Day to the following addresses:
- in the case of the Corporation:
DRC Resources Corporation      601-595 How Street      Vancouver, British Columbia      V6C 2T5
Attention: John Kruzick, President and Chief Executive Officer      Telecopier: (604) 687-2845
with a copy to:
Donald Specht, Barrister & Solicitor      4130 Ripple Road      West Vancouver, British Columbia      V7V 3L2
Attention: Donald Specht      Telecopier: (604) 925-4665
- in the case of the  Underwriters:

Orion Securities Inc.            181 Bay Street            BCE Place            Suite 3100 - P.O. Box 830            Toronto, Ontario            M5J 2T3

Attention: Ken Gillis            Telecopier: (416) 864-9509

and to:

Dundee Securities Corporation            3424 - 1055 Dunsmuir Street            P.O. Box 49207            Vancouver, British Columbia            V7X 1K8

Attention: Rick Cohen            Telecopier: (604) 647-0358

and to:

Salman Partners Inc.            2230 - 885 West Georgia Street            Vancouver, British Columbia            V6C 3E8

Attention: Alan Herrington            Telecopier: (604) 685-2471

with a copy to:

Wildeboer Rand Thomson Apps & Dellelce, LLP            1 First Canadian Place, Suite 810            Toronto, Ontario            M5X 1A9

Attention: Rob Wortzman            Telecopier: (416) 361-1790

The Corporation or any of the Underwriters may change the address    thereof for notice by notice given in the manner aforesaid. Any such notice or other    communication shall be in writing, and unless delivered to a responsible officer of the    addressee, shall be given by telecopier, and shall be deemed to have been given on the day    on which it was delivered or sent by telecopier.
**Miscellaneous
Governing Law
: This Agreement shall be governed by and be interpreted in accordance        with the laws of the Province of British Columbia and the federal laws of Canada        applicable therein and the parties hereto irrevocably attorn to the jurisdiction of the        courts of the Province of British Columbia.
Time of Essence
: Time shall be of the essence of this Agreement.
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
Underwriters and the Purchasers, regardless of any subsequent disposition of        Offered Securities or Optioned Shares or any investigation by or on behalf of the
Underwriters        with respect thereto.
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.
Entire Agreement
: This Agreement constitutes the entire agreement between the        Corporation and the
Underwriters 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, any        engagement agreement or term sheet relating to the Offering between the Corporation and        the
Underwriters.
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 validity        of any other provision of this Agreement and such void or unenforceable provision shall be        severed from this Agreement.
Authority of Lead Underwriter
: All actions which must or may be taken by the        Underwriters in connection with this Agreement, including any agreement, waiver, order,        notice (other than a notice pursuant to section 11 or section 12 hereof), direction,        receipt or other action to be made, given or taken by the Underwriters hereunder may be        made, given or taken by the Lead Underwriter on behalf of the Underwriters and the        Corporation shall accept notification of any such actions from, and deliver the        certificates representing the Offered Securities to, or to the order of the Lead        Underwriter. The Lead Underwriter acknowledges that where practicable to do so it will        discuss any action to be taken by it hereunder with the other Underwriters prior to taking        such action, provided that the failure of the Lead Underwriter so to discuss will not        detract from the right of the Corporation to rely on the action of the Lead Underwriter in        accordance with the provisions of this subsection.

Would you kindly confirm the agreement of the Corporation to the foregoing by executingsix duplicate copies of this Agreement and thereafter returning four such executed copiesto the lead underwriter.

Yours truly, 
**ORION SECURITIES INC.**
By:

 

"signed"**DUNDEE SECURITIES CORPORATION**
By:

 

"signed"Name: Kenneth Gillis    Title: Managing Director, MiningName: Richard M. Cohen    Title: Senior Vice-President & Director
 
**SALMAN PARTNERS INC.**
By:

"signed"Name: Alan C. Herrington    Title: Executive Vice President & Director
 

The undersigned hereby accepts and agrees to the foregoing as of the______ day of November, 2003.
**DRC Resources Corporation**
By:

 

"signed"Name: John H. Kruzick,    Title: President/CEO** 

 

 

 

 

 

 

 

 

 

 

 

SCHEDULE AOfficers' Certificate**
TO: ORION SECURITIES INC.

AND TO: DUNDEE SECURITIES CORPORATION

AND TO: SALMAN PARTNERS INC.

AND TO: WILDEBOER RAND THOMSON APPS & DELLELCE, LLP

AND TO: DONALD SPECHT, BARRISTER & SOLICITOR
AND TO: THE PURCHASERS OF COMMON SHARES OF DRC RESOURCES CORPORATION
**CERTIFICATE**
The undersigned, John Kruzick, the President & Chief ExecutiveOfficer of DRC Resources Corporation (the "Corporation"), and Sharon Ross, theCorporate Secretary of the Corporation, hereby certify, for and on behalf of theCorporation in their capacity as officers of the Corporation and not in their personalcapacity, after having made due inquiry, that the following facts, matters and informationare true and accurate and not misleading in any material respect:
The facts, matters and information certified to herein are based on one or more of      knowledge and information available or provided to us and our honest belief and all      statements made in this certificate represent our reasonably held honest belief as to the      facts, matters, information and belief possessed by us. We have used our best efforts to      become informed of and about the facts, matters and information certified to herein and      have sought the advice of counsel for the Corporation on those matters certified to herein      which involve matters of laws and have relied upon such advice to the extent that those      matters involve matters of law.
The Corporation has complied with all covenants and agreements contained in, and has      satisfied all of the terms and conditions of, the Underwriting Agreement to be complied      with and satisfied by the Corporation at or prior to the Closing Time.
The representations and warranties of the Corporation contained in the Underwriting      Agreement are 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      thereby.
Since December 31, 2002, except as disclosed in the Public Information, there has been      no material adverse change (whether actual, anticipated, proposed, prospective or      threatened) in the financial condition, assets, liabilities (contingent or otherwise),      business, affairs, operations or prospects of the Corporation or any of the Subsidiaries      or in the capital of the Corporation.
No transaction of a nature material to the Corporation or any of the Subsidiaries has      been entered into by the Corporation or any of the Subsidiaries, except as disclosed in      the Public Information.
There are no contingent liabilities affecting the Corporation or any of the Subsidiaries      which are material to the Corporation or any of the Subsidiaries.
No order, ruling or determination having the effect of ceasing or suspending the sale or      ceasing, suspending or restricting trading in the Common Shares or any other securities of      the Corporation has been issued or made by any stock exchange, securities commission or      other regulatory authority and is continuing in effect and no proceedings, investigations      or enquiries for such purpose have been instituted or are pending, or are contemplated or      threatened under any of the Securities Laws of the Qualifying Jurisdictions or by any      stock exchange (including the Stock Exchange), securities commission or other regulatory      authority.
There are no actions, suits, proceedings or enquiries pending or, to the best of their      knowledge, threatened against or affecting the Corporation or any of the Subsidiaries or      to which any property or assets of the Corporation or any of the Subsidiaries is subject,      at law or in equity, or before or by any federal, provincial, state, municipal or other      governmental department, commission, board, bureau, agency or instrumentality, domestic or      foreign, which may, in any way, materially and adversely affect the Corporation or any of      the Subsidiaries.
No failure or default on the part of the Corporation or any of the Subsidiaries exists      under any law or regulation applicable to the Corporation or any of the Subsidiaries or      under any licence, permit, contract, agreement or other instrument to which the      Corporation or any of the Subsidiaries is a party or by which the Corporation or any of      the Subsidiaries is bound, which may in any way materially and adversely affect the      Corporation or any of the Subsidiaries and the execution, delivery and performance of the      Agency Agreement and the performance by the Corporation of its obligations thereunder will      not result in any such default.
The Corporation:
- is a reporting issuer in at least one of the Provinces of British Columbia, Alberta,        Saskatchewan, Manitoba, Ontario, Quebec or Nova Scotia;
- is an electronic filer under National Instrument 13-101 of the Canadian Securities        Administrators;
- has a current annual information form filed on SEDAR;
- has a class of equity securities listed on a qualified market, being The Toronto Stock        Exchange or Tier 1 or Tier 2 of the TSX Venture Exchange, has not been notified by the        qualified market that it does not meet the requirements to maintain such listing and has        not been designated inactive, suspended or the equivalent;
- is not qualified to file a short form prospectus under National Instrument 44-101 of the        Canadian Securities Administrators but has filed with its current annual information form,        as if the current annual information form were a prospectus, and all technical reports        filed are in accordance with National Instrument 43-101; and
- if it has received a notice in writing from any regulator that its current annual        information form, including any technical report, is unacceptable, has satisfied the        regulator that its current annual information form is acceptable.
This certificate is being made and delivered pursuant to subparagraph 5(b)(ii)E of the      underwriting agreement dated as of the Closing Date between the Corporation and the
Underwriters      (the "Underwriting Agreement") and we acknowledge that the addressees hereof      will be relying on this certificate.

Unless otherwise defined herein, all words and terms with the initial    letter or letters thereof capitalized in this certificate and not defined herein but    defined in the Underwriting Agreement shall have the meanings given to such capitalized    words and terms in the Underwriting Agreement. The undersigned acknowledge that they are    familiar with the definitions given to the capitalized words and terms in the Underwriting    Agreement and such definitions are hereby incorporated by reference.
**DATED the 6th day of November, 2003.

 

"signed"________________________    John Kruzick    President and Chief Financial Officer    DRC Resources Corporation

 

"signed"_________________________    Sharon Ross    Corporate Secretary    DRC Resources Corporation 
** 

 

 

SCHEDULE B    Underwriters' Certificate**
In connection with the private placement of common shares (the    "Offered Securities") of DRC Resources Corporation (the "Corporation")    U.S. institutional "accredited investors" (the "U.S. Private Placees")    pursuant to the underwriting agreement dated November 6, 2003 between Orion Securities    Inc., Dundee Securities Corporation and Salman Partners Inc. and the Corporation, the    undersigned do hereby certify as follows:
the Offered Securities have been offered and sold in the United States by the      undersigned only through its U.S. affiliate, which was on the dates of such offers and      sales a duly registered broker or dealer with the National Association of Securities      Dealers, Inc. (the "NASD"), the United States Securities and Exchange Commission      (the "SEC") pursuant to section 15(b) of the U.S. Securities Exchange Act of      1934, as amended,
and under the state securities laws of all states where offers      and sales of Offered Securities were made (unless exempted from the respective state's      broker-dealer registration requirements) and is in good standing with the NASD, the SEC      and such states on the date hereof;
all offers and sales of Offered Securities in the United States have been effected in      accordance with all applicable U.S. federal and state broker-dealer laws and regulations      governing the registration and conduct of securities brokers and dealers;
no written material was used in connection with the offer or sale of Offered Securities      in the United States, other than a subscription agreement for U.S. purchasers in the form      agreed to by the Corporation and the Underwriters;
immediately prior to providing copies of the U.S. subscription agreement to such      offeree, we had reasonable grounds to believe and did believe that each offeree in the      United States was an "accredited investor" as defined in Rule 501(a)(1), (2),      (3) or (7) (an "Institutional Accredited Investor") under the U.S. Securities      Act
of 1933, as amended (the "1933 Act"), and, on the date hereof, we      continue to believe that each U.S. Private Placee is an Institutional Accredited Investor;
no form of "general solicitation" or "general advertising" (as those      terms are used in Regulation D) was used by us, including advertisements, articles,      notices or other communications published in any newspaper, magazine or similar media or      broadcast over radio or television, or any seminar or meeting whose attendees had been      invited by general solicitation or general advertising, and the undersigned did not act in      any manner involving a public offering (within the meaning of Section 4(2) of the 1933      Act) in connection with the offer or sale of Offered Securities in the United States;
prior to any sale of Offered Securities in the United States, we caused each U.S.      Private Placee to sign a subscription agreement in a form acceptable to the Corporation;      and
the offering has been conducted in accordance with the Underwriting Agreement.

Words and terms with the initial letter or letters thereof capitalized        in this certificate and defined in the Underwriting Agreement shall have the meanings        given to such capitalized words and terms in the Underwriting Agreement unless otherwise        defined herein.
**DATED this 6th day of November, 2003.

 
**ORION SECURITIES INC.**
By: Kenneth    Gillis

 

"SIGNED" **ORION SECURITIES (U.S.A.) INC.**
By:    James D. Han

"SIGNED"**SALMAN PARTNERS INC.**
By: Alan C. Herrington

"SIGNED"**SALMAN PARTNERS (U.S.A.) INC.**
By: Alan C. Herrington

"SIGNED"
 
** 

 

 

 

 

 

 

 

 

SCHEDULE "C"

Mining Rights Disclosure

 

 **Afton Copper-Gold Project, Kamloops, BC****4 Post Mineral Claims**2 Post Mineral Claims**Claim    Name**Record Number****# of Units****Expiry    Date**Claim    Name**Record    Number**# of    Units**Expiry    Date
*AFTON 1
372023
20
03/08/2011
*AFTON 5
372641
1
03/08/2011
*AFTON 2
372024
15
03/08/2011
*AFTON 6
372642
1
03/08/2011
*AFTON 3
372025
4
03/08/2011
*AFTON 7
372643
1
03/08/2011
*AFTON 4
372026
4
03/08/2011
*AFTON 8
372644
1
03/08/2011
**AFTON 8
378688
20
03/08/2011
*AFTON 9
372645
1
03/08/2011
**AFTON 9
378689
20
03/08/2011
*AFTON 10
372646
1
03/08/2011
**AFTON 17
378690
12
03/08/2011
*AFTON 11
372647
1
03/08/2011
**AFTON 18
378691
12
03/08/2011
**AFTON 10
378686
1
03/08/2011
**AFTON 11
378687
1
03/08/2011
* These mineral    claims cover the area of the originally optioned 
**AFTON 19
379304
1
03/08/2011
mineral claims,    which were abandoned and relocated (as 
**AFTON 20
379305
1
03/08/2011
permitted under    the Mineral Tenure Act) prior to the date of 
**AFTON 25
379306
1
03/08/2011
the Formal    Option, and are subject to the Net Profits Royalty 
**AFTON 26
379307
1
03/08/2011
reserved to the    optionors under the Formal Option 
**AFTON 27
379308
1
03/08/2011 
**AFTON 28
379309
1
03/08/2011
**AFTON 29
379310
1
03/08/2011
**These    mineral claims, staked by the Company
**AFTON 30
379311
1
08/08/2011
subsequent to    the Formal Option, are owned outright 
**AFTON 31
379312
1
03/08/2011
by the Company,    and are subject to no royalty or other 
**AFTON 33
378963
1
03/08/2011
obligations.
**AFT 6
382517
1
03/08/2011 
**AFT 7
382518
1
03/08/2011
**AFT 8
382519
1
03/08/2011
**AFT 9
382520
1
03/08/2011 
**AFT 10
382521
1
03/08/2011
 
**Ajax-Python Mineral Claim Group, Kamloops, BC****PYTHON claims    group****PYTHON claims    group continued****Claim Name**Record Number**Expiry Date**Claim    Name**Record Number**Expiry DatePython No. 3220083 (13887)Sept. 26, 2004Regina #1 Fr.221484 (122400)Sept. 26, 2004Python No. 4220084 (13888)Sept. 26, 2004Fay 1 Fr.221488 (123081)Sept. 26, 2004Python No. 5220085 (13889)Sept. 26, 2004Fay 2 Fr.221489 (123082)Sept. 26, 2004Python No. 6220086 (13890)Sept. 26, 2004Nancy Fr.221614 (128701)Sept. 26, 2004Python No. 8 Fr.220088 (13892)Sept. 26, 2004Horse Fr. #3221615 (128702)Sept. 26, 2004Python No. 15220089 (13889)Sept. 26, 2004Bear Fr.221616 (128703)Sept. 26, 2004Python No. 16 Fr.220090 (13900)Sept. 26, 2004Hat Fr.221617 (128704)Sept. 26, 2004Cub No. 9220091 (13903)Sept. 26, 2004Plane 18 Fr.221618 (128706)Sept. 26, 2007Cub No. 10220092 (13904)Sept. 26, 2004Plane 19 Fr.221619 (128707)Sept. 26, 2006Cub No. 3220093 (13907)Sept. 26, 2004Shock Fr. 221620 (128708)Sept. 26, 2006Cub No. 4220094 (13908)Sept. 26, 2004Horse Fr. #1221621 (128709)Sept. 26, 2004Cub No. 5220095 (13909)Sept. 26, 2004Horse Fr. #2221622 (128710)Sept. 26, 2004Cub No. 6220096 (13910)Sept. 26, 2004   Dot No. 2220167 (15701)Sept. 26, 2004Python    Crown grantsDot No. 3220168 (15702)Sept. 26, 2004**Name****Lot Number** Dot No. 5220169 (15704)Sept. 26, 2004Lost Chord2561 Pye 1 Fr.220261 (34165)Sept. 26, 2004Python #22562 Pye No. 5 Fr.220264 (34168)Sept. 26, 2004Noonday2563 Pye No. 7220266 (34170)Sept. 26, 2004Copperhead2564 Pye No. 8220267 (34171)Sept. 26, 2004Python2565 Jet No. 1220268 (34172)Sept. 26, 2006   Jet No. 2220269 (34173)Sept. 26, 2006AJAX    claims groupJet No. 3220270 (34174)Sept. 26, 2006**Claim Name****Record Number****Expiry Date**Jet No. 4220271 (34175)Sept. 26, 2006AJAX 1369651 (107082)Sept. 26, 2007Jet No. 5220272 (34176)Sept. 26, 2006AJAX 2369652 (107082)Sept. 26, 2007Line No. 1220273 (34177)Sept. 26, 2004AJAX 3369653 (107082)Sept. 26, 2007Line No. 2220274 (34178)Sept. 26, 2004AJAX 4369654 (107082)Sept. 26, 2007Line No. 3220275 (34179)Sept. 26, 2004AJAX 5369655 (107082)Sept. 26, 2007Line No. 4 Fr.220276 (34180)Sept. 26, 2004AJAX 6369656 (107082)Sept. 26, 2007Jet No. 6220297 (34202)Sept. 26, 2007AJAX 6380892 (114728)Sept. 26, 2007Jet No. 7 Fr.220298 (34203)Sept. 26, 2007AJAX 7380893 (114728)Sept. 26, 2007Jet No. 8220299 (34204)Sept. 26, 2006AJAX12380894 (114728)Sept. 26, 2007Jet No. 9220300 (34205)Sept. 26, 2006AJAX 13380895 (114728)Sept. 26, 2007Jet No. 10220323 (34228)Sept. 26, 2007AJAX 14380896 (114728)Sept. 26, 2007Jet No. 11220328 (34294)Sept. 26, 2006AJAX 15380897 (114728)Sept. 26, 2007Jet No. 12220329 (34295)Sept. 26, 2006AJAX 16380898 (114728)Sept. 26, 2007Jet No. 13220330 (34296)Sept. 26, 2006AJAX 17380899 (114728)Sept. 26, 2007Jet No. 14 Fr.220331 (34297)Sept. 26, 2006AJAX 18380900 (114728)Sept. 26, 2007Jet No. 15220332 (34298)Sept. 26, 2006AJAX 19380901 (114728)Sept. 26, 2007Jet No. 16 Fr.220333 (34299)Sept. 26, 2006   Jet No. 17220334 (34300)Sept. 26, 2006   Top No. 1220335 (34301)Sept. 26, 2004   Top No. 2 Fr.220336 (34302)Sept. 26, 2004   Top No. 3 Fr.220337 (34303)Sept. 26, 2004   
 

Lipsett Lake Prospect, Timmins, Ontario

This single unpatented claim Number P1229896 consists of 11 units**********************************************************