AGENCY AGREEMENT

(1)

In this Agreement:

“Agents” has the meaning ascribed thereto on page 1 hereof;

“Agents’ Fee” has the meaning ascribed thereto on page 1 hereof;

“Applicable Time” means the time identified by the Agents as the time of the first confirmed sale of Common Shares pursuant o this Agreement;

“Authorities” has the meaning ascribed thereto in Section 6(1)(h) hereof;

“ business day ” means any day other than a Saturday, Sunday or statutory or civic holiday in the City of Toronto, Ontario and the City of New York, New York;

“Canadian Preliminary Prospectus” has the meaning ascribed thereto in Section 2(2) hereof;

“Canadian Prospectus” has the meaning ascribed thereto in Section 2(2) hereof;

“ Canadian Securities Laws ” means, collectively, all applicable securities laws of each of the Qualifying Provinces and the respective rules and regulations under such laws, together with applicable published policy statements, notices and blanket orders of the securities regulatory authorities in the Qualifying Provinces;

“ Closing Date ” has the meaning ascribed thereto in Section 10(1) hereof;

“Common Shares” has the meaning ascribed thereto on page 1 hereof;

“Disclosure Package” means: (i) the U.S. Shelf Prospectus, as amended or supplemented; (ii) any Prospectus Supplement delivered to the Agents prior to the

Applicable Time; and (iii) the issuer free writing prospectuses, as defined in Section 433 of the Securities Act, listed on Schedule D hereto;

“Exchange Act ” means the United States Securities Exchange Act of 1934, as amended;

“Exchanges ” means the Toronto Stock Exchange (“ TSX ”) and the American Stock Exchange (“ AMEX ”);

“free writing prospectus” has the meaning set forth in Rule 405 under the Securities Act;

“Incorporated Documents” has the meaning ascribed thereto in Section 2(2) hereof;

“ Inter-Dealer Agreement ” means that certain inter-dealer agreement, dated the date hereof, between the Underwriters and the Agents;

“Lead Manager” has the meaning ascribed thereto on page 1 hereof;

“ Material Resource Properties ” has the meaning ascribed thereto in Section 6(1)(h) hereof;

“ Material Subsidiaries ” means the entities set out in Schedule A in which the Corporation holds the types and percentages of securities or other ownership interests therein set forth;

“Offering” has the meaning ascribed thereto on page 1 hereof;

“Preliminary Prospectus Supplements” has the meaning ascribed thereto in Section 2(2) hereof;

“Prospectus Supplements” has the meaning ascribed thereto in Section 2(2) hereof;

“Prospectuses” has the meaning ascribed thereto in Section 2(2) hereof;

“Qualifying Provinces” means the provinces of Canada in which the Corporation has filed a Canadian preliminary short form prospectus and a (final) short form prospectus in respect to the Common Shares to be sold by the Underwriters in Canada;

“Registration Statement” has the meaning ascribed thereto in Section 2(2) hereof;

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

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

“Selling Firms” has the meaning ascribed thereto in Section 5(1)(a) hereof;

“ St. Jude ” means St. Jude Resources Ltd., together with its subsidiaries St. Jude (Ghana) Ltd. and Fairstar Ghana Ltd.;

“ Stock Option Plans ” means the stock option or similar plans of the Corporation as approved by the shareholders of the Corporation, as constituted on the date hereof;

“ Time of Closing ” has the meaning ascribed thereto in Section 10(1) hereof;

“Underwriters” has the meaning ascribed thereto on page 1 hereof;

“Underwriting Agreement” has the meaning ascribed thereto on page 1 hereof;

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

“U.S. Preliminary Prospectus” has the meaning ascribed thereto in Section 2(2) hereof;

“U.S. Prospectus” has the meaning ascribed thereto in Section 2(2) hereof;

“U.S. Securities Laws” has the meaning ascribed thereto in Section 2(2) hereof; and

“U.S. Shelf Prospectus” has the meaning ascribed thereto in Section 2(2) hereof.

(2)

Any references in this Agreement to gender include all genders and words importing the singular number shall include the plural and vice versa.

(3)

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

(4)

Except as otherwise indicated, all amounts expressed herein in terms of money refer to lawful currency of the United States and all payments to be made hereunder shall be made in such currency.

(1)

The Corporation meets the requirements for the use of Form S-3 under the Securities Act.

(2)

The Corporation has filed with the SEC, pursuant to the Securities Act and the rules and regulations adopted by the SEC thereunder (the “ U.S. Securities Laws ”), a registration statement on Form S-3 (File No. 333-118956), including a prospectus, and such registration statement has become effective (including financial statements, exhibits and Incorporated Documents (as defined below) as amended to the date of this Agreement, the “ Registration Statement ”). The Corporation has filed with the SEC, Canadian and United States versions of

preliminary prospectus supplements and will file the Canadian and U.S. versions of the final prospectus supplements specifically relating to the Common Shares pursuant to Rule 424(b) under the Securities Act (the “ Preliminary Prospectus Supplements ” and “ Prospectus Supplements ” respectively). Such Preliminary Prospectus Supplements and Prospectus Supplements are in a form approved by the Lead Manager. The Preliminary Prospectus Supplements were filed with the SEC on February 20, 2007 and the Prospectus Supplements will be filed with the SEC on February 26, 2007. The term “ U.S. Shelf Prospectus ” means the form of prospectus included in the Registration Statement. The term “ U.S. Prospectus ” means the U.S. Shelf Prospectus together with the U.S. Prospectus Supplement. The term “ U.S. Preliminary Prospectus ” means the U.S. Shelf Prospectus together with a preliminary prospectus supplement specifically relating to the Common Shares. The term “ Canadian Prospectus ” means the Canadian (final) short form prospectus filed with the Qualifying Provinces together with the U.S. Shelf Prospectus (annexed thereto as Appendix A). The term “ Canadian Preliminary Prospectus ” means the Canadian preliminary short form prospectus filed with the Qualifying Provinces together with the U.S. Shelf Prospectus (annexed thereto as Appendix A). The term “ Prospectuses ” means collectively, the U.S. Prospectus and the Canadian Prospectus. As used herein, the terms “Registration Statement”, “U.S. Shelf Prospectus”, “U.S. Preliminary Prospectus”, “U.S. Prospectus”, “Canadian Preliminary Prospectus” and “Canadian Prospectus” and shall include, in each case, all documents incorporated, or deemed incorporated, therein by reference pursuant to the requirements of Item 12 of Form S-3 (the “ Incorporated Documents ”), and any reference herein to the terms “amend”, “amendment” or “supplement” with respect to any of the foregoing documents shall be deemed to refer to and include the Incorporated Documents.

(3)

Any free writing prospectus that the Corporation is required to file pursuant to Rule 433(d) under the Securities Act has been, or will be, filed with the SEC in accordance with the requirements of the Securities Act and the applicable rules and regulations of the SEC thereunder. Each free writing prospectus that the Corporation has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or behalf of or used or referred to by the Corporation complies or will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the SEC thereunder. Except for the free writing prospectuses, if any, identified in Schedule D hereto, and electronic road shows, if any, furnished to the Agents before first use, the Corporation has not prepared, used or referred to, and will not, without the Agents’ prior consent, prepare, use or refer to, any free writing prospectus.

(4)

At the time the Registration Statement became effective, the Registration Statement and the U.S. Shelf Prospectus contained therein, complied, and on the date of the Prospectuses, and at the Closing Date, the Registration Statement and the Prospectuses will comply, fully in all material respects with the requirements of the Securities Act and the U.S. Securities Laws; the Incorporated Documents,

as of the date each, as amended, was filed, comply and will comply fully in all material respects with the requirements of the Exchange Act and the rules and regulations adopted by the SEC thereunder; and at the date of the Prospectuses, and at the Closing Date, the Registration Statement and the Prospectuses will not contain an 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 the light of the circumstances under which they were made, not misleading, except that this representation and warranty does not apply to statements or omissions in the Registration Statement, U.S. Prospectus or the Canadian Prospectus made in reliance upon information furnished in writing to the Corporation by any Agent or Underwriter concerning the Agents or Underwriters expressly for use therein.

(5)

The representations and warranties made by the Corporation in Section 2 of the Underwriting Agreement are incorporated herein by reference and shall have the same effect as if made to the Agents under this Agreement.

(1)

the Agents receiving at the Time of Closing favourable legal opinions to be delivered to the Agents by Fasken Martineau DuMoulin LLP, Canadian counsel to the Corporation, and Davis Graham & Stubbs LLP, the Corporation’s U.S. counsel (who may rely, to the extent appropriate in the circumstances, on the opinions of local counsel acceptable to counsel to the Corporation as to the qualification or the registration of the Common Shares for sale to the public in Canada and the United States and as to other matters governed by the laws of the Qualifying Provinces other than the provinces in which they are qualified to practice law and may rely, to the extent appropriate in the circumstances, as to matters of fact on certificates of officers, of public officials and Exchange officials or of the auditors or transfer agent of the Corporation), dated the Closing Date, addressed to the Agents, as to those matters set forth in Schedule B hereto, and in form and substance satisfactory to the Agents and their counsel, acting reasonably;

(2)

the Agents having received the comfort letter referred to in Section 9(1);

(3)

the Agents having received a comfort letter, dated the Closing Date, in form and substance satisfactory to the Agents, acting reasonably, bringing forward to a date not

more than two business days prior to the Closing Date, the information contained in the comfort letter referred to in Section 9(1);

(4)

the Agents receiving at the Time of Closing a legal opinion (or opinions), dated the Closing Date in form and substance satisfactory to the Agents and their counsel, acting reasonably, addressed to the Agents, from local counsel to the Corporation, as to mining title matters with respect to each of the Material Resource Properties;

(5)

the Agents receiving at the Time of Closing a legal opinion (or opinions) dated the Closing Date, in form and substance satisfactory to the Agents and their counsel, addressed to the Agents, from local counsel to the Corporation, stating that the Material Subsidiaries have been duly created and that each is validly existing under the laws of the jurisdiction in which it was incorporated, amalgamated or continued, and that the Corporation or a Material Subsidiary owns the issued and outstanding share capital of each such corporation as set out in Schedule A;

(6)

at the Time of Closing, there having been no material adverse change in the business, affairs, operations, assets, liabilities or financial condition of the Corporation on a consolidated basis since the date hereof;

(7)

at the Time of Closing, CIBC Mellon Trust Company, at its principal office in Vancouver, having been duly appointed as the transfer agent and registrar for the Common Shares;

(8)

the Underwriting Agreement having been executed by the Corporation and the Underwriters, and none of the Underwriters shall have relied upon any rights of termination in the Underwriting Agreement to terminate the offering of the Common Shares in Canada and all conditions to the Underwriters obligations thereunder having been waived or satisfied;

(9)

the Corporation delivering a certificate signed on behalf of the Corporation by the Chief Executive Officer of the Corporation or the Chief Financial Officer of the Corporation, addressed to the Agents and dated the Closing Date, in a form satisfactory to the Agents and their counsel acting reasonably, certifying for and on behalf of the Corporation and not in their personal capacities that, to the actual knowledge of the persons signing such certificate, after having made due inquiry:

knowledge of such officers, threatened by the SEC and any additional information requested on the part of the SEC shall have been complied with to the reasonable satisfaction of the Agents; and

(d)

all of the representations and warranties made by the Corporation in this Agreement are true and correct as of the Time of Closing with the same force and effect as if made at and as of the Time of Closing after giving effect to the transactions contemplated hereby; and

(a)

shall offer or arrange the offer of the Common Shares for sale to the public, directly and through other investment dealers and brokers (such other investment dealers and brokers, are referred to herein as the “Selling Firms" ), only as permitted by and in compliance with all relevant laws and regulatory requirements (including under the Securities Act), upon the terms and conditions set forth in the U.S. Prospectus and in this Agreement and will require each Selling Firm to so agree and provided that the fees (exclusive of expenses) of the Selling Firms will be paid by the Agents;

(b)

shall not solicit offers to purchase or sell the Common Shares so as to require registration thereof or the filing of a prospectus or similar document with respect thereto under the laws of any jurisdiction other than the United States, and will require each Selling Firm to agree with the Agents not to so solicit or sell. In this connection, the Agents agree that they will not offer or sell any of the Common Shares constituting a part of their allotment within Canada except, if applicable, through the Underwriters on the terms and conditions set forth in the Underwriting Agreement and the Inter-Dealer Agreement and in compliance with the Canadian Securities Laws;

(c)

agree that if they offer to sell or sell any Common Shares in jurisdictions (which may include Europe) other than the United States and through the Underwriters in the Qualifying Provinces, such offers and sales shall be effected in accordance and compliance with the applicable laws of such jurisdictions and shall be effected in such manner so as not to: (i) require registration of the Common Shares, or the filing of a prospectus or other document with respect thereto; or (ii) subject the Corporation to any continuous disclosure or similar reporting requirements under the laws of any jurisdiction outside the provinces of Canada or the United States;

(d)

shall use all reasonable efforts to complete and to cause the other Selling Firms to complete the distribution of the Common Shares as soon as practicable;

(e)

shall notify the Corporation when, in their opinion, the Agents and the other Selling Firms have ceased distribution of the Common Shares; and

(f)

shall comply in all material respects with all U.S. Securities Laws with respect to the use of “green sheets,” free writing prospectuses and other marketing materials.

(1)

The Corporation hereby represents and warrants to the Agents, intending that the same may be relied upon by the Agents, that:

(g)

as at February 16, 2007, the authorized share capital of the Corporation consisted of an unlimited number of Common Shares and an unlimited number of First Preferred shares, of which 207,938,661 Common Shares and no First Preferred shares are issued and outstanding;

(h)

the Corporation and each of the Material Subsidiaries have conducted and are conducting their respective businesses in material compliance with all applicable laws, rules, regulations, tariffs, orders and directives, including without limitation, all laws, regulations and statutes relating to mining and to mining claims, concessions or leases, and environmental, health and safety laws, rules, regulations, or policies or other lawful requirements of any governmental or regulatory bodies having jurisdiction over the Corporation and the Material Subsidiaries in each jurisdiction in which the Corporation or the Material Subsidiaries carries on their respective businesses, other than those in respect of which the failure to comply would not individually or in the aggregate be material and adverse to the Corporation and the Material Subsidiaries (taken as a whole). Each of the Corporation and the Material Subsidiaries hold all certificates, authorities, permits, licenses, registrations and qualifications (collectively, the “ Authorities ”) in all jurisdictions in which each carries on its business and which are material for and necessary or desirable to carry on their respective businesses as now conducted. To the best of the Corporation’s knowledge, information and belief all the Authorities are valid and existing and in good standing and none of the Authorities contain any burdensome term, provision, condition or limitation which has or is likely to have any material adverse effect on the business of the Corporation and the Material Subsidiaries (taken as a whole) as now conducted or as currently proposed to be conducted. None of the Corporation nor any of the Material Subsidiaries has received any notice of proceedings relating to the revocation or modification of any of the Authorities which, singly or in the aggregate, if the subject of an unfavourable decision, ruling or finding, would materially adversely affect the business, operations, financial condition, or income of the Corporation and the Material Subsidiaries (taken as a whole) or any notice of the revocation or cancellation of, or any intention to revoke or cancel, any of the mining claims, concessions or leases comprising:

(i)

the Corporation and each of its Material Subsidiaries have good and marketable title to all assets owned by them free and clear of all liens, charges and

encumbrances, other than as set forth in Schedule C hereto or in the Prospectuses and other than such liens, charges and encumbrances that are not individually or in the aggregate material to the Corporation and the Material Subsidiaries taken as a whole;

(j)

except as set out in the Prospectuses or as are not individually or in the aggregate material to the Corporation and the Material Subsidiaries (taken as a whole), or other than as would not have a material effect on the value of such interests, all interests in the Material Resource Properties are owned, leased or held by the Corporation or its Material Subsidiaries as owner or lessee thereof, are so owned with good and marketable title or are so leased with good and valid title, are in good standing, are valid and enforceable, are free and clear of any liens, charges or encumbrances, and no royalty is payable in respect of any of them; no other material property rights are necessary for the conduct or currently intended conduct of the Corporation’s or the Material Subsidiaries’ business and there are no restrictions on the ability of the Corporation or the Material Subsidiaries to use, transfer or otherwise exploit or explore (as the case may be) any such property rights, except as set out in the Prospectuses;

(k)

(A) the Corporation and its Material Subsidiaries are in material compliance with all material terms and provisions of all contracts, agreements, indentures, leases, instruments and licences material to the conduct of their businesses taken as a whole and (B) all such contracts, agreements, indentures, leases, policies, instruments and licences are valid and binding in accordance with their terms and are in full force and effect;

(l)

except in each case as publicly disclosed: (i) to the best of the Corporation’s knowledge, information and belief none of the real property (and the buildings constructed thereon) in which the Corporation or any of the Material Subsidiaries has a direct or indirect interest, whether leasehold, fee simple or otherwise (the “ Real Property ”), or upon or within which it has operations, is currently subject to any judicial or administrative proceeding alleging the violation of any federal, provincial, state or municipal environmental, health or safety statute or regulation, domestic or foreign, or is subject to any investigation concerning whether any remedial action is needed to respond to a release of any Hazardous Material (as defined below) into the environment; (ii) except in material compliance with applicable environmental laws, neither the Corporation nor any Material Subsidiary or any occupier of the Real Property, has filed any notice under any federal, provincial, state or municipal law, domestic or foreign, indicating past or present treatment, storage or disposal of a Hazardous Material; (iii) except in material compliance with applicable environmental laws, none of the Real Property has at any time been used by the Corporation or a Material Subsidiary or, to the best of the Corporation’s knowledge, information and belief by any other occupier, as a waste storage or waste disposal site; (iv) the Corporation, on a consolidated basis, has no contingent liability of which it has knowledge in connection with any release of any Hazardous Material on or into the environment from any of the Real

Property or operations thereon; (v) none of the Corporation or any Material Subsidiary or, to the best of the Corporation’s knowledge, any occupier of the Real Property, generates, transports, treats, processes, stores or disposes of any waste on any of the Real Property in material contravention of applicable federal, provincial, state or municipal laws or regulations enacted for the protection of the natural environment (including, without limitation, ambient air, surface water, ground water, land surface or subsurface strata) or human health or wildlife (vi) to the Corporation’s knowledge, no underground storage tanks or surface impoundments containing a petroleum product or Hazardous Material are located on any of the Real Property in contravention of applicable federal, provincial, state or municipal laws or regulations, domestic or foreign, enacted for the protection of the natural environment (including, without limitation, ambient air, surface water, ground water, land surface or subsurface strata), human health or wildlife. For the purposes of this Section 6(1)(l), “ Hazardous Material ” means any contaminant, chemical, pollutant, subject waste, hazardous waste, deleterious substance, industrial waste, toxic matter or any other substance that when released into the natural environment (including, without limitation, ambient air, surface water, ground water, land surface or subsurface strata) is likely to cause, at some immediate or future time, harm or degradation to the natural environment (including, without limitation, ambient air, surface water, ground water, land surface or subsurface strata) or risk to human health and, without restricting the generality of the foregoing, includes any contaminant, chemical, pollutant, subject waste, deleterious substance, industrial waste, toxic matter or hazardous waste as defined by applicable federal, provincial, state or municipal laws or regulations enacted for the protection of the natural environment (including, without limitation, ambient air, surface water, ground water, land surface or subsurface strata), or human health or wildlife;

(m)

except as disclosed in the Prospectuses, the Corporation and each of its Material Subsidiaries maintain appropriate insurance against loss of, or damage to, their assets for all insurable risks on a repair, reinstatement or replacement cost basis, and all of the policies in respect of such insurance coverage are in good standing in all respects and not in default;

(n)

the consolidated audited financial statements of the Corporation for its fiscal year ended December 31, 2005 and the unaudited interim financial statements of the Corporation for the quarters ended March 31, 2006, June 30, 2006 and September 30, 2006 collectively, as amended (collectively the “ Corporation’s Financial Statements ”), copies of which are or will be included or incorporated by reference in the Prospectuses, together with management’s discussion and analysis of financial condition and results of operations on such annual and interim financial statements and including any reconciliation of financial statements prepared in accordance with generally accepted accounting principles in Canada and with generally accepted accounting principles in the United States, are true and correct in every material respects and present fairly and accurately the financial position and results of the operations of the Corporation

on a consolidated basis for the periods then ended and the Corporation’s Financial Statements have been prepared in accordance with generally accepted accounting principles in Canada applied on a consistent basis, and comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the Exchange Act, as applicable, and the related published rules and regulations thereunder;

(o)

the execution and delivery of and the performance by the Corporation of this Agreement and the Underwriting Agreement and the consummation of the transactions contemplated hereby and thereby, including the issuance and sale of the Common Shares, have been authorized by all necessary action on the part of the Corporation;

(p)

this Agreement and the Underwriting Agreement have been duly executed and delivered by the Corporation and each such agreement is a legal, valid and binding obligation of, and is enforceable against, the Corporation in accordance with its terms (subject to bankruptcy, insolvency or other laws affecting the rights of creditors generally, the availability of equitable remedies and the qualification that rights to indemnity and waiver of contribution may be contrary to public policy);

(q)

except as disclosed in the Preliminary Prospectus Supplement and the Prospectuses, since September 30, 2006: (A) there has been no material change in the business, affairs, operations, assets, liabilities or financial condition of the Corporation and the Material Subsidiaries on a consolidated basis; (B) no current reports or other documents have been filed on a confidential basis with the SEC; (C) there has been no transaction entered into by the Corporation and not disclosed which is material to the Corporation; (D) the Corporation and its Material Subsidiaries, on a consolidated basis, have not incurred any material liability or obligation, indirect, direct or contingent, not in the ordinary course of business, nor entered into any material transaction or agreement not in the ordinary course of business; and (E) there has been no dividend or distribution of any kind declared, paid or made by the Corporation or, except for dividends paid to the Corporation or its Material Subsidiaries, any of its Material Subsidiaries, on any class of capital stock or repurchase or redemption by the Corporation or any of its Material Subsidiaries of any class of capital stock;

(r)

the directors and officers of the Corporation and their compensation arrangements with the Corporation, whether as directors, officers or employees of the Corporation, are as disclosed in the Preliminary Prospectus Supplement and the Prospectuses if and to the extent and for the periods required to be so disclosed by the U.S. Securities laws;

(s)

all of the material contracts and agreements of the Corporation and its Material Subsidiaries not made in the ordinary course of business (collectively the “ Material Contracts ”) have been disclosed in the Preliminary Prospectus Supplement and the Prospectuses;

(t)

all tax returns, reports, electi