COMMON SHARES VISTA GOLD CORP. UNDERWRITING AGREEMENT

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Exhibit 1.1
Execution Version

COMMON SHARES

VISTA GOLD CORP.

UNDERWRITING AGREEMENT

September 15, 2009

DAHLMAN ROSE & COMPANY, LLC
WELLINGTON WEST CAPITAL MARKETS INC.
            as Representatives for the Underwriters
            listed in Schedule D hereto
c/o Dahlman Rose & Company, LLC
142 West 57 ^th  Street
18 ^th  Floor
New York, New York 10019

Ladies/Gentlemen:

            In furtherance of a letter agreement dated June 2, 2009 (the " Letter Agreement ") between Vista Gold Corp., a corporation organized under the laws of the Yukon Territory, Canada (the " Company "), and Dahlman Rose & Company, LLC (" Dahlman "), the Company agreed to, among other things, appoint Dahlman as underwriter and sole book-running manager for the Company for the purpose of offering for sale, on an underwritten basis (the " Offering "), 8,800,000 of its common shares (the " Underwritten Shares ") at a price of US$2.25 per Share and grant the right to the Underwriters (as defined below) to acquire 1,320,000 additional shares (the " Option Shares "; the Option Shares together with the Underwritten Shares being hereinafter referred to as the " Shares "). Accordingly, subject to the terms and conditions herein contained, the Company hereby appoints Dahlman and Wellington West Capital Markets Inc. ("Wellington") together with the other Underwriters named in Schedule D to this Agreement (the " Underwriters ") as Underwriters for the Offering.

            The term " Underwriters " as used herein shall be deemed to mean the several persons, firms or corporations (including the Representatives hereinafter mentioned) named in Schedule D hereto, and the term " Representatives " as used herein shall be deemed to mean the Representatives to whom this Agreement is addressed, who by signing this Agreement represent that they have been authorized by the other Underwriters to execute this Agreement on their behalf and to act for them in the manner herein provided. If there shall be only one person, firm or corporation named as an addressee above, the term " Representatives " as used herein shall mean that person, firm or corporation. If there shall be only one person, firm or corporation named in Schedule D hereto, the term " Underwriters " as used herein shall mean that person, firm or corporation. All obligations of the Underwriters hereunder are several and not joint. Unless otherwise stated, any action under or in respect of this Agreement taken by any of the Representatives will be binding upon all the Underwriters.

            The Company has filed with the United States Securities and Exchange Commission (the " Commission ") a registration statement under the United States Securities Act of 1933, as amended (the " 1933 Act "), and the rules and regulations promulgated thereunder (the " 1933 Act Regulations "), on Form S-3 (Registration No. 333-158633) on April 17, 2009, as amended by Amendment No. 1 thereto filed with the Commission on April 28, 2009, providing for the registration of up to US$200,000,000 of common shares, debt securities, warrants, subscription receipts and units of the Company, including the Company's common shares. Such registration statement, as amended on April 28, 2009, in the form previously delivered to you, including the exhibits to such registration statement and all documents incorporated by reference in the prospectus contained therein, became effective pursuant to Rule 461 under the 1933 Act on April 30, 2009. Such registration

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statement at any given time, as amended to such time, including any exhibits and all documents incorporated therein by reference, and the documents otherwise deemed to be a part thereof or included therein by the 1933 Act Regulations, is referred to herein as the " Registration Statement ". The prospectus filed by the Company with the Commission pursuant to Rule 424(b) of the 1933 Act on June 15, 2009 is referred to herein as the " U.S. Base Prospectus ". The preliminary prospectus supplement relating to the Shares filed with the Commission on September 8, 2009 pursuant to Rule 424(b) of the 1933 Act (the " U.S. Preliminary Prospectus Supplement ") together with the U.S. Base Prospectus is hereafter referred to as the " U.S. Preliminary Prospectus ". The prospectus supplement relating to the Shares, to be filed with the Commission on or about September 15, 2009 pursuant to Rule 424(b) of the 1933 Act (the " U.S. Prospectus Supplement ") together with the U.S. Base Prospectus is hereafter referred to as the " U.S. Prospectus ". The U.S. Preliminary Prospectus relating to the Shares, as amended or supplemented immediately prior to the Applicable Time (as defined below), is hereafter referred to as the " Pricing Prospectus ". Any Issuer General Use Free Writing Prospectus (as defined below) issued at or prior to the Applicable Time and the Pricing Prospectus, taken together, are hereafter referred to collectively as the " Pricing Disclosure Package ". Any reference herein to the U.S. Preliminary Prospectus, the Pricing Prospectus or the U.S. Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Form S-3 that were filed with the Commission on or before the date of such U.S. Preliminary Prospectus, Pricing Prospectus or U.S. Prospectus, as the case may be and the documents otherwise deemed to be a part thereof or included therein by the 1933 Act Regulations; and any reference herein to any " amendment " or " supplement " to the U.S. Preliminary Prospectus, the Pricing Prospectus or the U.S. Prospectus shall be deemed to refer to and include (i) the filing of any document with the Commission after the date of such U.S. Preliminary Prospectus, Pricing Prospectus or U.S. Prospectus, as the case may be, which is incorporated in the U.S. Preliminary Prospectus, the Pricing Prospectus or the U.S. Prospectus by reference or is otherwise deemed to be a part of or included in the U.S. Preliminary Prospectus, the Pricing Prospectus or the U.S. Prospectus by the 1933 Act Regulations.

            All references in this Agreement to the Registration Statement, the U.S. Preliminary Prospectus, the Pricing Prospectus or the U.S. Prospectus, or any amendments or supplements to any of the foregoing, shall be deemed to include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (" EDGAR ").

            The Company has prepared and filed a preliminary short form base shelf prospectus dated April 17, 2009 (the " Preliminary Base Shelf Prospectus ") and a final short form base shelf prospectus dated April 27, 2009 (the " Final Base Shelf Prospectus ") in respect of up to US$200,000,000 of common shares, debt securities, warrants, subscription receipts and units of the Company, including the Company's common shares, with the British Columbia Securities Commission as principal regulatory and the Ontario Securities Commission as the non-principal regulator (the " Reviewing Authorities ") and the Canadian securities commissions (together with the Reviewing Authorities, the " Canadian Authorities ") in each of the Provinces of Alberta, Saskatchewan, Manitoba, Nova Scotia, New Brunswick, Prince Edward Island and Newfoundland and Labrador and in the Yukon Territory, the Northwest Territories and Nunavut (together with the Provinces of British Columbia and Ontario, the " Canadian Jurisdictions "); and the British Columbia Securities Commission has issued a receipt under Multilateral Instrument 11-102— Passport System (a " Receipt ") on behalf of the Canadian Authorities for each of the Preliminary Base Shelf Prospectus and the Final Base Shelf Prospectus. The term " Canadian Base Prospectus " means the Final Base Shelf Prospectus, including documents incorporated therein by reference, at the time the Reviewing Authorities issued a Receipt with respect thereto in accordance with the rules and procedures established under all applicable securities laws in each of the Canadian Jurisdictions and the respective regulations and rules under such laws together with applicable published policy statements and instruments of the securities regulatory authorities in the Canadian Jurisdictions (" Canadian Securities Laws "), including National Instrument 44-101— Short Form Prospectus Distributions and National Instrument 44-102— Shelf Distributions (together, the " Shelf Procedures "). The term " Canadian Preliminary Prospectus " means the preliminary prospectus supplement (the " Canadian Preliminary Prospectus Supplement ") relating to the Offering, which excluded certain pricing information, filed with the Reviewing Authorities and the securities commissions, (together with the Reviewing Authorities, the " Qualifying Authorities ") in each of the Provinces of Alberta, Manitoba, and Newfoundland and Labrador (together with the Provinces of British Columbia and Ontario, the " Qualifying Jurisdictions ") on September 8, 2009, together with the Canadian Base Prospectus,

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including all documents incorporated therein by reference. The term " Canadian Prospectus " means the prospectus supplement (the " Canadian Prospectus Supplement ") relating to the Offering, which includes the pricing information omitted from the Canadian Preliminary Prospectus, to be dated September 15, 2009 and filed with the Qualifying Authorities in accordance with the Shelf Procedures, together with the Canadian Base Prospectus.

            In this Agreement:

(a)

" Agreements and Instruments " has the meaning ascribed thereto in Section 2(s) of this Agreement;

(b)

" amendment " has the meaning ascribed thereto in the third paragraph of this Agreement;

(c)

" Applicable Time " means 9:30 a.m. (New York time) on September 16, 2009 or such other time as agreed to by the Company and the Representatives, on behalf of the Underwriters;

(d)

" Business Day " means a day which is not a Saturday, a Sunday or a statutory or civic holiday in New York City or Toronto, Ontario;

(e)

" Canadian Base Prospectus " has the meaning ascribed thereto in the fifth paragraph of this Agreement;

(f)

" Canadian GAAP " has the meaning ascribed thereto in Section 2(j) of this Agreement;

(g)

" Canadian Preliminary Prospectus " has the meaning ascribed thereto in the fifth paragraph of this Agreement;

(h)

" Canadian Preliminary Prospectus Supplement " has the meaning ascribed thereto in the fifth paragraph of this Agreement;

(i)

" Canadian Prospectus " has the meaning ascribed thereto in the fifth paragraph of this Agreement;

(j)

" Canadian Prospectus Supplement " has the meaning ascribed thereto in the fifth paragraph of this Agreement;

(k)

" Canadian Securities Laws " has the meaning ascribed thereto in the fifth paragraph of this Agreement;

(l)

" Closing " means the completion of the issue and sale by the Company of the Shares pursuant to this Agreement;

(m)

" Closing Date " has the meaning ascribed thereto in Section 3(d) of this Agreement;

(n)

" Closing Time " means 10:00 a.m. (New York time) on the Closing Date or such other time on the Closing Date as the Company and the Representatives, on behalf of the Underwriters, may agree;

(o)

" Commission " has the meaning ascribed thereto in the third paragraph of this Agreement;

(p)

" Common Shares " means the common shares in the capital of the Company;

(q)

" Communication " has the meaning ascribed thereto in Section 15(a) of this Agreement;

(r)

" Company " means Vista Gold Corp.;

(s)

" Dahlman " means Dahlman Rose & Company, LLC;

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(t)

" Distribution " means " distribution " of the Shares or " distribution to the public " of the Shares as those terms are defined in applicable securities legislation;

(u)

" EDGAR " has the meaning ascribed thereto in the fourth paragraph of this Agreement;

(v)

" Environmental Laws " has the meaning ascribed thereto in Section 2(aa) of this Agreement;

(w)

" Exchanges " means the Toronto Stock Exchange (referred to herein as the " TSX ") and the NYSE Amex (referred to herein as the " NYSE Amex ");

(x)

" Final Base Shelf Prospectus " has the meaning ascribed thereto in the fifth paragraph of this Agreement;

(y)

" Final Filing Time " has the meaning ascribed thereto in Section 1(a) of this Agreement;

(z)

" FINRA " means the Financial Industry Regulatory Authority, Inc.;

(aa)

" Form 10-K " means the Annual Report of the Company for the year ended December 31, 2008 on Form 10-K filed pursuant to the 1934 Act with the Commission on March 13, 2009, as amended by Amendment No. 1 to the Company's Annual Report on Form 10-K filed with the Commission on April 16, 2009 (including the documents incorporated by reference therein);

(bb)

" Form 10-Q " means the Quarterly Report of the Company for the quarter ended June 30, 2009 of Form 10-Q filed pursuant to the 1934 Act with the Commission on August 7, 2009;

(cc)

" Governmental Licenses " has the meaning ascribed thereto in Section 2(hh) of this Agreement;

(dd)

" Hazardous Materials " has the meaning ascribed thereto in Section 2(aa) of this Agreement;

(ee)

" Indemnified Person " has the meaning ascribed thereto in Section 7(a) of this Agreement;

(ff)

" Intellectual Property " has the meaning ascribed thereto in Section 2(ss) of this Agreement;

(gg)

" Internal Revenue Code " means the United States Internal Revenue Code of 1986, as amended;

(hh)

" Issuer Free Writing Prospectus " means any "issuer free writing prospectus," as defined in Rule 433 of the 1933 Act Regulations (" Rule 433 ");

(ii)

" Issuer General Use Free Writing Prospectus " means any Issuer Free Writing Prospectus that is intended for general distribution to prospective investors which is specified in Schedule E hereto;

(jj)

" Issuer Limited Use Free Writing Prospectus " means any Issuer Free Writing Prospectus that is not an Issuer General Use Free Writing Prospectus;

(kk)

" losses " has the meaning ascribed thereto in Section 7(a) of this Agreement;

(ll)

" Letter Agreement " has the meaning ascribed thereto in the first paragraph of this Agreement;

(mm)

" Material Adverse Effect " has the meaning ascribed thereto in Section 2(k) of this Agreement;

(nn)

" misrepresentation ", " material fact " and " material change " have the respective meanings ascribed thereto in the Securities Act (British Columbia), as amended;

(oo)

" Money Launder i ng Laws " has the meaning ascribed thereto in Section 2(dd) of this Agreement;

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(pp)

" OFAC " has the meaning ascribed thereto in Section 2(dd) of this Agreement;

(qq)

" Offering " has the meaning ascribed thereto in the first paragraph of this Agreement;

(rr)

" Option Shares " has the meaning ascribed thereto in the first paragraph of this Agreement;

(ss)

" Permitted Free Writing Prospectus " has the meaning ascribed thereto in Section 3(e) of this Agreement;

(tt)

" Preliminary Base Shelf Prospectus " has the meaning ascribed thereto in the fifth paragraph of this Agreement;

(uu)

" Pricing Disclosure Package " has the meaning ascribed thereto in the third paragraph of this Agreement;

(vv)

" Pricing Prospectus " has the meaning ascribed thereto in the third paragraph of this Agreement;

(ww)

" Quali f ying Authorities " has the meaning ascribed thereto in the fifth paragraph of this Agreement;

(xx)

" Qualifying Jurisdictions " has the meaning ascribed thereto in the fifth paragraph of this Agreement;

(yy)

" Receipt " has the meaning ascribed thereto in the fifth paragraph of this Agreement;

(zz)

" Registration Statement " has the meaning ascribed thereto in the third paragraph of this Agreement;

(aaa)

" Repayment Event " has the meaning ascribed thereto in Section 2(s) of this Agreement;

(bbb)

" Representatives " has the meaning ascribed thereto in the second paragraph of this Agreement;

(ccc)

" Reviewing Authorities " means the British Columbia Securities Commission as the principal regulator and the Ontario Securities Commission as the non-principal regulator;

(ddd)

" Sarbanes-Oxley Act " means the United States Sarbanes-Oxley Act of 2002, as amended;

(eee)

" SEDAR " has the meaning ascribed thereto in Section 2(d) of this Agreement;

(fff)

" Settlement Date " has the meaning ascribed thereto in Section 3(d) of this Agreement;

(ggg)

" Settlement Time " means 10:00 a.m. (New York time) on the Settlement Date or such other time on the Settlement Date as the Company and the Representatives, on behalf of the Underwriters, may agree;

(hhh)

" Shares " has the meaning ascribed thereto in the first paragraph of this Agreement;

(iii)

" Shelf Procedures " has the meaning ascribed thereto in the fifth paragraph of this Agreement;

(jjj)

" supplement " has the meaning ascribed thereto in the third paragraph of this Agreement;

(kkk)

" Supplementary Material " means collectively any amendment to the Canadian Prospectus or Registration Statement, any amended or supplemented prospectus or auxiliary material, information, evidence, return, report, application, statement or document that may be filed by or on behalf of the Company under Canadian Securities Laws, the 1933 Act or the 1934 Act prior to the Closing Time or, where such documents are deemed to be incorporated by reference into the Canadian Prospectus, Registration Statement or U.S. Prospectus, prior to the expiry of the period of Distribution of the Shares;

(lll)

" this Agreement " or " the Agreement " means the agreement resulting from the acceptance by the Representatives, on behalf of the Underwriters, of the offer made by the Company by this letter;

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(mmm)

" Underwriters " has the meaning ascribed thereto in second paragraph of this Agreement;

(nnn)

" Underwritten Shares " has the meaning ascribed thereto in the first paragraph of this Agreement;

(ooo)

" U.S. Base Prospectus " has the meaning ascribed thereto in the third paragraph of this Agreement;

(ppp)

" U.S. GAAP " has the meaning ascribed thereto in Section 2(j) of this Agreement;

(qqq)

" U.S. Preliminary Prospectus " has the meaning ascribed thereto in the third paragraph of this Agreement;

(rrr)

" U.S. Preliminary Prospectus Supplement " has the meaning ascribed thereto in the third paragraph of this Agreement;

(sss)

" U.S. Prospectus " has the meaning ascribed thereto in the third paragraph of this Agreement;

(ttt)

" U.S. Prospectus Supplement " has the meaning ascribed thereto in the third paragraph of this Agreement;

(uuu)

" U.S. Securities Laws " means all applicable federal and state securities laws of the United States and all applicable rules and regulations promulgated thereunder, including but not limited to, the 1933 Act, the 1933 Act Regulations and the 1934 Act.

(vvv)

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

(www)

" Wellington " means Wellington West Capital Markets Inc.;

(xxx)

" 1933 Act " has the meaning ascribed thereto in the third paragraph of this Agreement;

(yyy)

" 1933 Act Regulations " has the meaning ascribed thereto in the third paragraph of this Agreement; and

(zzz)

" 1934 Act " means the United States Securities Exchange Act of 1934, as amended.

The following schedules are attached to and form part of this Agreement:

TERMS AND CONDITIONS

            SECTION 1.     Covenants of the Company .    The Company covenants with each Underwriter, as follows:

            (a)     Filing of Canadian Prospectus Supplement and U.S. Prospectus Supplement.     The Company will use commercially reasonable efforts to (1) as soon as possible and in any event no later than 9:30 a.m. (New York time) on September 16, 2009 (the " Final Filing Time "), prepare and file with each Qualifying Authority the Canadian Prospectus Supplement, and (2) prepare and file with the Commission the U.S. Prospectus Supplement within the time period prescribed by Rule 424 under the 1933 Act;

            (b)     Compliance with Securities Regulations and Commission Requests.     During the time when a prospectus relating to the Shares is required to be delivered under the 1933 Act or Canadian Securities Laws, the Company will notify the Representatives, on behalf of the Underwriters, promptly, in writing: (i) when any

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post-effective amendment to the Registration Statement shall have been filed with the Commission or shall have become effective, and when any supplement to the U.S. Base Prospectus or the Canadian Base Prospectus or any amended U.S. Prospectus, amended U.S. Preliminary Prospectus, amended Pricing Prospectus, amended Issuer Free Writing Prospectus, amended Canadian Prospectus, or any Supplementary Material shall have been filed, (ii) of any request by any Qualifying Authority to amend or supplement the Canadian Prospectus, or for additional information, or of any request by the Commission to amend the Registration Statement or to amend or supplement the U.S. Preliminary Prospectus or the U.S. Prospectus or for additional information, (iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any of the U.S. Base Prospectus, the Canadian Base Prospectus, the U.S. Preliminary Prospectus, the U.S. Prospectus or the Canadian Prospectus, or the suspension of the qualification of the Shares or the offering or sale in any jurisdiction, or the institution or, to the knowledge of the Company, threatening of any proceedings for any such purpose, and (iv) of the issuance by any Qualifying Authority or either Exchange of any order having the effect of ceasing or suspending the Distribution or the trading in the Common Shares, or of the institution or, to the knowledge of the Company, threatening of any proceedings for any such purpose. The Company will use its best efforts to prevent the issuance of any such stop order or of any order preventing or suspending such use or such order ceasing or suspending the Distribution or the trading in the Common Shares and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.

            (c)     Filing of Amendments.     The Company will not at any time file or make any amendment or supplement to the Registration Statement, the U.S. Preliminary Prospectus, the Pricing Disclosure Package, the U.S. Prospectus or the Canadian Prospectus, any Supplementary Material or Issuer Free Writing Prospectus, of which the Underwriters shall not have previously been advised and furnished a copy or to which the Representatives, on behalf of the Underwriters, shall have objected (acting reasonably) promptly after reasonable notice thereof.

            (d)     Delivery of Filed Documents.     The Company has furnished or will deliver to each of the Underwriters a copy of the Canadian Prospectus, and any Supplementary Material, approved, signed and certified as required by Canadian Securities Laws and signed and conformed copies of the Registration Statement as originally filed and of each amendment thereto (including exhibits filed therewith or incorporated by reference therein or otherwise deemed to be a part thereof) and signed copies of all consents and certificates of experts.

            (e)     Delivery of Prospectuses.     The Company has furnished or will deliver to each Underwriter, without charge, as many copies of each U.S. Preliminary Prospectus Supplement, the Canadian Preliminary Prospectus Supplement, the U.S. Base Prospectus and the Canadian Base Prospectus (each as supplemented or amended) as such Underwriters have reasonably requested, and the Company hereby consents to the use of such copies for the offering and the purposes permitted by the 1933 Act and Canadian Securities Laws. The Company will deliver to each Underwriter, without charge, during the period when the U.S. Prospectus is required to be delivered under the 1933 Act or the 1934 Act and during the period when the Canadian Prospectus is required to be delivered under Canadian Securities Laws such number of copies of the U.S. Prospectus and Canadian Prospectus, respectively (each as supplemented or amended), as such Underwriter may reasonably request.

            (f)     Continued Compliance with Securities Laws.     The Company will comply with the 1933 Act, 1933 Act Regulations and Canadian Securities Laws so as to permit the completion of the Distribution as contemplated in this Agreement and in the U.S. Prospectus and the Canadian Prospectus. If at any time when a prospectus is required by the 1933 Act and Canadian Securities Laws to be delivered in connection with sales of the Shares, any event shall occur or condition shall exist as a result of which it is necessary, in the opinion of counsel for the Underwriters or for the Company, to amend the Registration Statement, amend or supplement the U.S. Base Prospectus or the Canadian Base Prospectus or amend the U.S. Preliminary Prospectus, the U.S. Prospectus or the Canadian Prospectus in order that the Registration Statement, U.S. Base Prospectus, U.S. Preliminary Prospectus, the U.S. Prospectus, the Canadian Base Prospectus or the Canadian Prospectus will not include any untrue statements of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time it is delivered to a purchaser, or if it

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shall be necessary, in the opinion of such counsel, at any such time to amend the Registration Statement or amend or supplement the U.S. Base Prospectus or the Canadian Base Prospectus or amend the U.S. Preliminary Prospectus, the Pricing Disclosure Package, the U.S. Prospectus or the Canadian Prospectus in order to comply with the requirements of the 1933 Act, 1933 Act Regulations or Canadian Securities Laws, the Company will promptly notify the Representatives, on behalf of the Underwriters, and prepare and file with the Commission and with the Qualifying Authorities, subject to Section 1(c) of this Agreement, such amendment or supplement as may be necessary to correct such statement or omission or to make the Registration Statement, the U.S. Base Prospectus, the U.S. Preliminary Prospectus, the Pricing Disclosure Package, the U.S. Prospectus, the Canadian Base Prospectus or the Canadian Prospectus, as the case may be, comply with such requirements and the Company shall use its best efforts to have any such amendment declared effective, if applicable, as soon as practicable, and the Company will furnish to the Underwriters such number of copies of such amendment or supplement as the Underwriters may reasonably request. If at any time following the issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, the U.S. Base Prospectus, the U.S. Preliminary Prospectus, the Pricing Prospectus or any preliminary prospectus or any prospectus or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, the Company will promptly notify the Representatives, on behalf of the Underwriters, and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission.

            (g)     Rule 158.     No later than the due date for the Company's next quarterly report on Form 10-Q under the 1934 Act (as such date may be extended pursuant to and in compliance with Rule 12b-25 of the Exchange Act), the Company will make generally available to its security holders and to the Underwriters an earnings statement or statements of the Company and its subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158.

            (h)     Use of Proceeds.     The Company will use the net proceeds received by it from the sale of the Shares in the manner specified in the Pricing Disclosure Package, U.S. Prospectus, and the Canadian Prospectus under "Use of Proceeds."

            (i)     Restriction on Sale of Shares.     During a period of 90 days from the date of this Agreement, the Company will not, without the prior written consent of the Representatives, on behalf of the Underwriters (not to be unreasonably withheld), (i) directly or indirectly, issue, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares or file any registration statement under the 1933 Act or any prospectus under Canadian Securities Laws with respect to any of the foregoing, (ii) enter into any swap or any other agreement or in respect of the foregoing, any transaction that transfers, in whole or in part, directly or indirectly, the economic consequences of ownership of the Common Shares, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise, or (iii) publicly announce an intention to do any of the foregoing. The foregoing sentence shall not apply to (A) any Common Shares issuable upon the conversion of securities or exercise of the warrants of the Company outstanding on the date hereof, (B) the Shares to be sold hereunder, and (C) any Common Shares issued or options to purchase Common Shares granted pursuant to existing employee plans of the Company referred to in the U.S. Prospectus and the Canadian Prospectus, including, without limitation, the Company's Stock Option Plan.

            (j)     Listing.     The Company will use its reasonable best efforts to effect the listing of the Shares on the TSX and NYSE Amex, to maintain the listing of the Shares on the NYSE Amex and TSX, and will request to have the Shares listed as of the opening of trading on the Closing Date.

            (k)     Reporting Requirements.     The Company, during the period when the U.S. Preliminary Prospectus or the U.S. Prospectus is required to be delivered under the 1933 Act or the 1934 Act in respect of the offer and

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sale of the Shares, will file all documents required to be filed by the Company with the Commission pursuant to the 1934 Act within the time periods required by the 1934 Act and the rules and regulations of the Commission thereunder.

            (l)     Delivery of Documents at the time of filing of Canadian Prospectus Supplement and Pricing Prospectus.     The Company shall deliver to the Underwriters contemporaneously with or prior to the filing of the Canadian Prospectus Supplement with the Qualifying Authorities and the Pricing Prospectus with the Commission:

            (i)        the comfort letter of its auditors, PricewaterhouseCoopers LLP, referred to in Section 4(g) of this Agreement;

            (ii)       a letter from the TSX advising the Company that approval of the conditional listing of the Shares has been granted by the TSX; and

            (iii)      evidence satisfactory to the Representatives, on behalf of the Underwriters, that the Shares will be listed on NYSE Amex at Closing.

            (m)     Qualification of the Shares.     The Company will arrange, if necessary, for qualification of the Shares for sale under the laws of such jurisdictions as the Representatives, on behalf of the Underwriters, may designate and will maintain such qualifications in effect so long as required for the Distribution; provided that in no event shall the Company be obliged to (a) qualify to do business in any jurisdiction where it is not now so qualified (b) to file a registration statement, prospectus or similar disclosure document or otherwise become subject to continuous disclosure obligations in any jurisdiction other than the United States or Canada or (c) to take any action that would subject it to service of process in suits, other than those arising out of the offering or sale of the Shares, in any jurisdiction where it is not now so subject.

            (n)     Compliance with Securities Laws.     The Company has, and will, comply with all applicable securities (including Canadian Securities Laws) and other applicable laws, rules and regulations, including, without limitation, the Sarbanes-Oxley Act, and will use its best efforts to cause the Company's directors and officers, in their capacities as such, to comply with such laws, rules and regulations, including, without limitation, the provisions of the Sarbanes-Oxley Act.

            (o)     No Stabilization or Manipulation.     The Company will not take, and will cause its subsidiaries not to take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the 1934 Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares.

            (p)     Supplementary Material.     The Company shall deliver to the Underwriters contemporaneously with or prior to the filing of any Supplementary Material with any Qualifying Authority or the Commission a comfort letter from PricewaterhouseCoopers LLP relating to financial information, if any, contained in the Supplementary Material that is incorporated or deemed to be incorporated by reference into the Canadian Preliminary Prospectus, the U.S. Preliminary Prospectus, the Canadian Prospectus, the U.S. Prospectus or the Registration Statement in the form and substance of the comfort letter described in Section 1(l)(i) of this Agreement.

            (q)     Changes.     From the date of this Agreement until the end of the period of Distribution under the Canadian Prospectus and the U.S. Prospectus, the Company shall promptly notify the Representatives, on behalf of the Underwriters of::

            (i)        any material change (actual, anticipated, contemplated or threatened, financial or otherwise) in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise whether or not arising in the ordinary course of business;

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            (ii)       any change in any fact contained in the Registration Statement, the Canadian Preliminary Prospectus, the U.S. Preliminary Prospectus, the Canadian Prospectus, the U.S. Prospectus, the Pricing Disclosure Package or Supplementary Material, which change is or may reasonably be expected to be of such a nature as to render the Registration Statement, the Canadian Preliminary Prospectus, the U.S. Preliminary Prospectus, the Canadian Prospectus, the U.S. Prospectus, the Pricing Disclosure Package or Supplementary Material misleading or untrue in any material respect or result in a misrepresentation therein; or

            (iii)      any change in applicable laws, materially and adversely affecting, or which may reasonably be expected to materially and adversely affect, the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, the Common Shares or the Distribution under the Canadian Prospectus or the U.S. Prospectus.

            SECTION 2.     Representations and Warranties of the Company .    The Company represents and warrants to the Underwriters as of the date hereof, as of the Closing Time and as of each Settlement Time, to the extent applicable, and agrees with each Underwriter as follows:

            (a)     Eligibility and Compliance with Securities Regulatory Requirements.     The Company meets the general eligibility requirements for use of a short form prospectus under National Instrument 44-101, for use of a shelf prospectus under National Instrument 44-102 and for use of Form S-3 under the 1933 Act. Prior to the execution of this Agreement, the Company has not, directly or indirectly, offered or sold any Shares by means of any "prospectus" (within the meaning of the 1933 Act) or used any "prospectus" (within the meaning of the 1933 Act) in connection with the offer or sale of the Shares, in each case other than the Canadian Preliminary Prospectus and the U.S. Preliminary Prospectus and the Permitted Free Writing Prospectuses, if any; the Company has not, directly or indirectly, prepared, used or referred to any Permitted Free Writing Prospectus except in compliance with Rules 164 and 433 under the 1933 Act, assuming that such Permitted Free Writing Prospectus is accompanied or preceded by the most recent Canadian Preliminary Prospectus or U.S. Preliminary Prospectus, whichever applicable (which such most recent preliminary prospectus shall contain a price range, if so required by the 1933 Act), or the Canadian Prospectus or U.S. Prospectus, whichever applicable, as the case may be, and that such Permitted Free Writing Prospectus is so sent or given after the Registration Statement was filed with the Commission (and after such Permitted Free Writing Prospectus was, if required pursuant to Rule 433(d) under the 1933 Act, filed with the Commission), the sending or giving, by any Underwriter, or any Permitted Free Writing Prospectus will satisfy the provisions of Rule 164 and Rule 433 (without reliance on subsections (b), (c) and (d) of Rule 164). The Registration Statement has been declared effective by the Commission, and at the time the Registration Statement became effective under the 1933 Act and at all times subsequent thereto up to the Closing Time or Settlement Time: (A) the Canadian Prospectus complied and will comply in all material respects with Canadian Securities Laws as interpreted and applied by the Qualifying Authorities; (B) the Registration Statement, the U.S. Preliminary Prospectus and the U.S. Prospectus, and any amendments or supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations; (C) no order preventing or suspending the use of any U.S. Preliminary Prospectus, any U.S. Prospectus or any Issuer Free Writing Prospectus has been issued by the Commission, (D) the Registration Statement, or any amendment or supplement thereto does not contain, and any amendment or supplement thereto 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 not misleading; and (E) each of the U.S. Preliminary Prospectus and the Canadian Preliminary Prospectus constitutes, and each of the U.S. Prospectus, Canadian Prospectus, the Pricing Disclosure Package and any Supplementary Material or any amendment or supplement thereto will during the period of the Distribution constitute full, true and plain disclosure of all material facts relating to the Company and its subsidiaries, considered as one enterprise, and the Shares, and, except that in relation to the U.S. Preliminary Prospectus and the Canadian Preliminary Prospectus, the Representatives on behalf of the Underwriters acknowledge that, to the extent permitted by the 1933 Act, the number of Shares disclosed as being offered pursuant thereto may change based upon the pricing of the Shares at the time of filing the U.S. Prospectus and the Canadian Prospectus, do not and will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the

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representations and warranties contained in clauses (D) and (E) above do not apply to statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by any Underwriter through the Representatives expressly for use in the Registration Statement, the U.S. Preliminary Prospectus, the U.S. Prospectus, the Canadian Prospectus, any Issuer Free Writing Prospectus and any Supplementary Material and the parties hereto agree that such information provided by or on behalf of any Underwriter through the Representatives consists solely of the information identified in the letter provided by the Representatives, on behalf of the Underwriters, to the Company as of the date hereof.

            (b)     Receipts.     The Reviewing Authorities have issued Receipts dated April 20, 2009 with respect to the Preliminary Base Shelf Prospectus and dated April 28, 2009 with respect to the Canadian Base Prospectus, and no order suspending the distribution of any of the securities of the Company has been issued by the Reviewing Authorities and no proceeding for that purpose has been initiated or, to the best of the Company's knowledge, threatened by the Reviewing Authorities, and any request on the part of the Reviewing Authorities for additional information has been complied with.

            (c)     Documents Incorporated by Reference.     Each document filed or to be filed with the Qualifying Authorities and the Commission and incorporated by reference in the Canadian Preliminary Prospectus, the U.S. Preliminary Prospectus, the Canadian Prospectus, the U.S. Prospectus or the Registration Statement complied, as at the applicable filing date, or will comply when so filed, in all material respects with the requirements of Canadian Securities Laws, U.S. Securities Laws, and the Shelf Procedures and, when read together with the Canadian Preliminary Prospectus, the U.S. Preliminary Prospectus, the Canadian Prospectus or the U.S. Prospectus, as the case may be, do not as of the date of the Canadian Preliminary Prospectus and the U.S. Preliminary Prospectus, and will not as of the date of the Canadian Prospectus or the U.S. Prospectus, 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 light of the circumstances under which they were made, not misleading.

            (d)     Documents Filed with Qualifying Authorities and Commission.     Since the time that the Reviewing Authorities issued a Receipt on behalf of the Qualifying Authorities for the Canadian Base Prospectus, no document with respect to the Canadian Base Prospectus, the Registration Statement, or the U.S. Base Prospectus, any amendment thereto or any document incorporated by reference therein, has been filed or transmitted for filing with the Qualifying Authorities or the Commission by or on behalf of the Company, except (i) the Canadian Preliminary Prospectus Supplement and the U.S. Preliminary Prospectus Supplement and any Issuer Free Writing Prospectus in the form previously delivered to the Underwriters, and (ii) any document incorporated (or deemed to be incorporated) by reference in the Canadian Base Prospectus or incorporated by reference in the Canadian Prospectus Supplement and publicly available on the System for Electronic Document Analysis and Retrieval of the Qualifying Authorities (" SEDAR "), (iii) any document filed on EDGAR and incorporated (or deemed to be incorporated) by reference into the Registration Statement, Pricing Disclosure Package or the U.S. Prospectus, and (iv) any other document (other than press releases and the preliminary economic assessment dated June 11, 2009) copies of which have been provided or made available to the Underwriters.

            (e)     Pricing Disclosure Package.     The Pricing Disclosure Package, as of the Applicable Time, did not, and as of the Closing Date and each Settlement Date, as applicable, 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 light of the circumstances under which they were made, not misleading. Each Issuer Free Writing Prospectus complies, or will comply, in all material respects with the applicable provisions of the 1933 Act and the 1933 Act Regulations, and does not, or will not, include information that conflicts with the information contained in the Registration Statement, the U.S. Preliminary Prospectus, the Pricing Prospectus or the U.S. Prospectus, and each Issuer Limited Use Free Writing Prospectus, as supplemented by and taken together with the Pricing Disclosure Package as of the Applicable Time, did 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 light of the circumstances under which they were made, not misleading. No representation or warranty is made in this Section 2(e) with respect to any information contained in or omitted from the Pricing Disclosure Package or any Issuer Free Writing Prospectus in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of any Underwriter through the Representatives expressly for use therein. The parties hereto agree that such information provided by the Representatives consists solely of the information identified in the letter provided by the Representatives, on behalf of the Underwriters, to the Company as of the date hereof.

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            (f)     Independent Accountants.     The accountants who reported on and certified the financial statements included or incorporated by reference in the Registration Statement, the U.S. Preliminary Prospectus, the U.S. Prospectus, and the Canadian Prospectus, are independent public accountants as required by the 1933 Act, the 1933 Act Regulations, the 1934 Act and the rules of the Public Company Accounting Oversight Board and are independent with respect to the Company within the meaning of the Business Corporations Act (Yukon) and applicable Canadian Securities Laws.

            (g)     Good Standing of the Company.     The Company is a corporation duly continued, validly existing and in good standing under the laws of the Yukon Territory and has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Canadian Prospectus, the U.S. Preliminary Prospectus, the U.S. Prospectus and the Pricing Disclosure Package and to enter into, deliver and perform its obligations under this Agreement; and the Company is duly qualified as an extra-provincial corporation to transact business and is in good standing (in respect of the filing of annual returns where required or other information filings under applicable corporations information legislation) in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect.

            (h)     Good Standing of Subsidiaries.     The Company's only consolidated subsidiaries are as set out in Schedule A hereto. The information with respect to the subsidiaries set forth in Schedule A hereto is true and accurate in all material respects. Each subsidiary is a corporation duly incorporated, validly existing and in good standing and has filed its annual return or other information filings under applicable corporations information legislation for the most recent year in which it was required to make such filing under the laws of the jurisdiction of its incorporation, has the requisite power and capacity to own, lease and operate its properties and to conduct its business as described in the Canadian Preliminary Prospectus, the U.S. Preliminary Prospectus, the Canadian Prospectus, the U.S. Prospectus and the Pricing Disclosure Package and is duly qualified as an extra-provincial or foreign corporation to transact business and is in good standing (in respect of the filing of annual returns where required or other information filings under applicable corporations information legislation) in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not result in a Material Adverse Effect; all of the issued and outstanding shares of capital stock of each subsidiary have been duly authorized and validly issued, are fully paid and non-assessable and are owned by the Company directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; the outstanding shares of capital stock of any subsidiary were issued in compliance with all applicable securities laws and were not issued in violation of any preemptive rights, resale rights, rights of first refusal or similar rights.

            (i)     Compliance with Securities Laws.     All consents, approvals, permits, authorizations or filings as may be required under Canadian Securities Laws and U.S. Securities Laws (including with respect to the filing of any prospectus) and the by-laws, rules and regulations of the Exchanges necessary to the execution and delivery of and the performance by the Company of its obligations under this Agreement have been made and obtained or will have been made and obtained by the Closing Time and each Settlement Time, to the extent applicable.

            (j)     Financial Statements.     The financial statements included or incorporated by reference in the Canadian Preliminary Prospectus and U.S. Preliminary Prospectus and to be included or incorporated by reference in the Registration Statement, the U.S. Prospectus, the Canadian Prospectus and the Pricing Disclosure Package and notes thereto, present fairly the financial position of the Company and its consolidated subsidiaries at the dates and for the periods indicated; and the balance sheets, statements of income (loss) and comprehensive income (loss), shareholders' equity, and cash flows of the Company and its consolidated subsidiaries for the periods specified in such financial statements have been prepared in conformity with generally accepted accounting principles of Canada (" Canadian GAAP ") applied on a consistent basis throughout the periods involved except as may be expressly stated in the related notes thereto. The Company's consolidated financial statements for the 2006, 2007 and 2008 financial years, together with the financial statements for the interim periods during the 2006, 2007 and 2008 financial years as filed with the Qualifying

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Authorities and the Commission, have been reconciled to the generally accepted accounting principles of the United States (" U.S. GAAP ") in accordance with the 1933 Act and the Commission's rules and guidelines. The selected financial information included or incorporated by reference in the Registration Statement, the U.S. Preliminary Prospectus, the Canadian Preliminary Prospectus, and the Pricing Disclosure Package or to be included or incorporated by reference in the Registration Statement, the U.S. Preliminary Prospectus, the U.S. Prospectus, the Canadian Prospectus and the Pricing Disclosure Package presents fairly the information shown therein and has been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement, the U.S. Preliminary Prospectus, the Canadian Preliminary Prospectus, and to be included or incorporated by reference in the Registration Statement, the Canadian Prospectus, the U.S. Prospectus and the Pricing Disclosure Package. All pro forma financial information included or incorporated by reference in the Canadian Preliminary Prospectus and U.S. Preliminary Prospectus and to be included or incorporated by reference in the Registration Statement, the Canadian Prospectus, the U.S. Prospectus and the Pricing Disclosure Package, comply with the requirements of the Canadian Securities Laws and the 1933 Act and the Commission's rules and guidelines, and the assumptions used in the preparation of such pro forma financial information are reasonable, the pro forma adjustments used therein are appropriate to give effect to the transactions or circumstances described therein and the pro forma adjustments have been properly applied to the historical amounts in the compilation of such information; the other financial and statistical data contained or incorporated by reference in the Canadian Preliminary Prospectus and U.S. Preliminary Prospectus and to be included or incorporated by reference in the Registration Statement, the Canadian Prospectus, the U.S. Prospectus and the Pricing Disclosure Package, are accurately and fairly presented and prepared on a basis consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included in the Canadian Preliminary Prospectus or the U.S. Preliminary Prospectus or to be included or incorporated by reference in the Registration Statement, the Canadian Prospectus, the U.S. Prospectus or the Pricing Disclosure Package that are not included or will not be included as required; and the Company and the subsidiaries do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Canadian Preliminary Prospectus and U.S. Preliminary Prospectus and to be included or incorporated by reference in the Registration Statement, the Canadian Prospectus, the U.S. Prospectus and the Pricing Disclosure Package that would otherwise be required to be described therein; and all disclosures contained or incorporated by reference in the Canadian Preliminary Prospectus and U.S. Preliminary Prospectus and to be included or incorporated by reference in the Registration Statement, the Canadian Prospectus, the U.S. Prospectus and the Pricing Disclosure Package regarding "non-GAAP financial measures" (as such term is defined by the rules and regulations of the Commission) comply with Regulation G of the 1934 Act and Item 10 of Regulation S-K promulgated under the 1933 Act and 1934 Act, to the extent applicable.

            (k)     No Material Adverse Change in Business.     Since the dates as of which information is given in the Canadian Preliminary Prospectus, the U.S. Preliminary Prospectus and the Pricing Disclosure Package, except as otherwise stated therein, (A) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (a " Material Adverse Effect "), (B) there has been no change in the capital stock or long-term debt of the Company or any of its subsidiaries; (C) there have been no transactions entered into by the Company or any of its subsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its subsidiaries considered as one enterprise, and (D) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its share capital.

            (l)     Forward-looking Information .    Each "forward-looking statement" (within the meaning of Section 27A of the 1933 Act or Section 21E of the 1934 Act) included or incorporated by reference in the Canadian Preliminary Prospectus and U.S. Preliminary Prospectus and to be included or incorporated by reference in the Registration Statement, the Canadian Prospectus, the U.S. Prospectus and the Pricing Disclosure Package, has been or will be made or reaffirmed with a reasonable basis and in good faith.

            (m)     Absence of Rights.     Except as disclosed in the Canadian Preliminary Prospectus the U.S. Preliminary Prospectus and the Pricing Disclosure Package as at the date thereof and as will be disclosed in

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the Canadian Prospectus and the U.S. Prospectus, and except for 710,000 options issued under the Company's Stock Option Plan since June 30, 2009, no person has any right, agreement or option, present or future, contingent or absolute, or any right capable of becoming a right, agreement or option, for the issue or allotment of any unissued shares of the Company or any of its subsidiaries or any other agreement or option, for the issue or allotment of any unissued shares of the Company or any of its subsidiaries or any other security convertible into or exchangeable for any such shares or to require the Company or any of its subsidiaries to purchase, redeem or otherwise acquire any of the issued and outstanding shares of the Company or any of its subsidiaries, as the case may be.

            (n)     Absence of Proceedings.     There is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency, governmental instrumentality or body, domestic or foreign, or any arbitrator, now pending or, to the knowledge of the Company, threatened or contemplated, against or affecting the Company or any subsidiary, which is required to be disclosed in the Canadian Preliminary Prospectus, the U.S. Preliminary Prospectus, the Canadian Prospectus, the U.S. Prospectus, the Pricing Disclosure Package or the Supplementary Material and which is not so disclosed or will not be so disclosed, or which may reasonably be expected to result in a Material Adverse Effect, or which may reasonably be expected to materially and adversely affect the properties or assets of the Company or any subsidiary or which may materially and adversely affect the consummation of the transactions contemplated in this Agreement or the performance by the Company of its obligations hereunder; the aggregate of all pending legal or governmental proceedings to which the Company or any subsidiary is a party or of which any of their respective properties or assets is the subject which are not described in the Canadian Preliminary Prospectus, the U.S. Preliminary Prospectus, the Pricing Disclosure Package or the Supplementary Material including ordinary routine litigation incidental to the business, could not reasonably be expected to result in a Material Adverse Effect.

            (o)     Authorization.     This Agreement has been duly authorized, executed and delivered by the Company and constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting the rights of creditors generally and except as limited by the application of equitable 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.

            (p)     Authorized Capital.     The authorized, issued and outstanding share capital of the Company was, at March 31, 2009, as set forth in the Canadian Preliminary Prospectus Supplement, the U.S. Preliminary Prospectus Supplement, the Pricing Disclosure Package, the U.S. Prospectus, and the Canadian Prospectus, each under the caption "Consolidated Capitalization". All of the issued and outstanding shares in the capital of the Company have been duly authorized and validly issued and are fully paid and non-assessable and have been issued in compliance with all applicable securities laws and in accordance with the Company's organizing documents. None of the outstanding shares in the capital of the Company was issued in violation of any pre-emptive rights, resale rights, rights of first refusal or similar rights.

            (q)     Reporting Issuer Status.     The Company is a reporting issuer not in default for purposes of the Securities Act (British Columbia) and the corresponding provisions of the other Canadian Securities Laws in jurisdictions which recognize the concept of reporting issuer status. Further, the Company is not an "ineligible issuer" (as defined in Rule 405 of the 1933 Act) as of the eligibility determination date for purposes of Rules 164 and 433 under the 1933 Act with respect to the Offering.

            (r)     Authorization and Description of Shares.     The Shares have been duly authorized for issuance and sale pursuant to this Agreement. The Shares, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable, the Shares conform to all statements relating thereto contained in the Canadian Preliminary Prospectus, the U.S. Preliminary Prospectus and the Pricing Disclosure Package and will conform to all statements relating thereto to be contained in the Canadian Prospectus and the U.S. Prospectus, and such description conforms to the rights set forth in the instruments defining the same; no holder of the Shares will be subject to personal liability solely by reason of being such a holder; the issuance of the Shares is not subject to

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any preemptive rights, resale rights, rights of first refusal or similar rights; and all corporate action required to be taken for the authorization, issuance, sale and delivery of the Shares has been validly taken.

            (s)     Absence of Defaults and Conflicts.     Neither the Company nor any of its subsidiaries is in violation of its charter or by-laws, in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease, license or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any subsidiary is subject (collectively, " Agreements and Instruments ") or any statute, law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or such subsidiary or any of its properties, as applicable, except for where such violations or defaults would not result in a Material Adverse Effect. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Canadian Preliminary Prospectus, the U.S. Preliminary Prospectus and the Pricing Disclosure Package, and as will be contemplated in the Canadian Prospectus and the U.S. Prospectus (including the authorization, issuance, sale and delivery of the Shares and the use of the proceeds from the sale of the Shares as described in the Canadian Preliminary Prospectus and the U.S. Preliminary Prospectus under the caption "Use of Proceeds") and compliance by the Company with its obligations hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation or conflict with the provisions of the charter or by-laws of the Company or any subsidiary or any existing applicable law, statute, rule, regulation, judgment, order, writ, injunction or decree of any government, government instrumentality, regulatory authority or court, domestic or foreign, having jurisdiction over the Company or any subsidiary or any of their assets, properties or operations except for such violations or conflicts that would not, singly or in the aggregate, result in a Material Adverse Effect. As used herein, a " Repayment Event " means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to acquire the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any subsidiary.

            (t)     Absence of Labor Dispute.     No labor dispute with the employees of the Company or any subsidiary exists or, to the knowledge of the Company, is imminent, and the Company is not aware of any existing or imminent labor disturbance by the employees of any of its or any subsidiary's principal suppliers, manufacturers, customers or contractors, which, in either case, may reasonably be expected to result in a Material Adverse Effect.

            (u)     Tax Returns .    All tax returns required to be filed by the Company or any of its subsidiaries have been timely filed, and all taxes and other assessments of a similar nature (whether imposed directly or through withholding) including any interest, additions to tax or penalties applicable thereto due or claimed to be due from such entities have been timely paid, other than those being contested in good faith and for which adequate reserves have been provided.

            (v)     Insurance .    The Company and each of its subsidiaries maintains insurance from insurers of recognized standing covering its properties, operations, personnel and businesses as the Company reasonably deems adequate; such insurance insures against such losses and risk