Common use of First Trade Clause in Contracts

First Trade. Subject to the representations and warranties set forth in Appendix B, and any other representations and warranties in any subscription agreement with respect to the Consideration Securities entered into between GF BVI and Resources, being true, the first trade by GF BVI of the Consideration Securities will be exempt from, or not subject to, the prospectus requirements of applicable Canadian securities legislation and no document will be required to be filed and no proceeding taken or approval, permit, consent, order or authorization obtained under the applicable Canadian securities legislation in order to permit such first trade provided that: (i) the trade is not a “control distribution” as defined in National Instrument 45-102 - Resale of Securities; (ii) Resources is and has been a reporting issuer in a jurisdiction of Canada for the four months immediately preceding the trade; (iii) at least four months have elapsed from the “distribution date” (as defined in National Instrument 45-102 - Resale of Securities) of the Consideration Securities; (iv) the certificates representing the Consideration Securities carry a legend or ownership statement issued under a direct registration system or other electronic book-entry system acceptable to the applicable Canadian securities regulator; (v) no unusual effort is made to prepare the market or create a demand for the securities that are the subject of the trade; and (vi) no extraordinary commission or consideration is paid to a person or company in respect of the trade. , ▇▇▇▇ ARTICLE 1 INTERPRETATION 1 1.01 Definitions 1 1.02 GF BVI’s Common Shares 3 1.03 Headings 3 1.04 Extended Meanings 3 ARTICLE 2 – PIGGYBACK QUALIFICATION 3 2.01 Right to Piggyback 3 2.02 Priority on Piggyback Qualification 4 2.03 Underwritten Offerings 4 ARTICLE 3 – QUALIFICATION PROCEDURES 5 3.01 Obligations of Resources 5 3.02 Obligations of GF BVI 7 3.03 Preparation of Documents; Due Diligence 8 3.04 Expenses 8 ARTICLE 4 – INDEMNIFICATION AND CONTRIBUTION 8 4.01 Indemnification 8 4.02 Contribution 10 ARTICLE 5 – GENERAL 10 5.01 Qualification Exemptions 10 5.02 Additional Rights 10 5.03 Injunctive Relief 10 5.04 Further Assurances 11 5.05 Benefit of the Agreement 11 5.06 Entire Agreement 11 5.07 Amendments and Waivers 11 5.08 Assignment 12 5.09 Severability 12 5.10 Time 12 5.11 Notices 12 5.12 Governing Law 13 5.13 Counterparts 13 THIS AGREEMENT made as of , 2007; BETWEEN: GOLD FIELDS ESSAKANE (BVI) LIMITED, a corporation incorporated under the laws of the British Virgin Islands (“GF BVI”); - and - OREZONE RESOURCES INC., a corporation incorporated under the laws of Canada (“Resources”).

First Trade. Subject to the representations and warranties set forth in Appendix B, and any other representations and warranties in any subscription agreement with respect to the Consideration Securities entered into between GF BVI and Resources, being true, the first trade by GF BVI of the Consideration Securities will be exempt from, or not subject to, the prospectus requirements of applicable Canadian securities legislation and no document will be required to be filed and no proceeding taken or approval, permit, consent, order or authorization obtained under the applicable Canadian securities legislation in order to permit such first trade provided that: (i) the trade is not a “control distribution” as defined in National Instrument 45-102 - Resale of Securities; (ii) Resources is and has been a reporting issuer in a jurisdiction of Canada for the four months immediately preceding the trade; (iii) at least four months have elapsed from the “distribution date” (as defined in National Instrument 45-102 - Resale of Securities) of the Consideration Securities; (iv) the certificates representing the Consideration Securities carry a legend or ownership statement issued under a direct registration system or other electronic book-entry system acceptable to the applicable Canadian securities regulator; (v) no unusual effort is made to prepare the market or create a demand for the securities that are the subject of the trade; and (vi) no extraordinary commission or consideration is paid to a person or company in respect of the trade. , ▇▇▇▇. ARTICLE 1 INTERPRETATION 1 1.01 Definitions 1 1.02 GF BVI’s Common Shares 3 1.03 Headings 3 1.04 Extended Meanings 3 ARTICLE 2 – - PIGGYBACK QUALIFICATION 3 3 2.01 Right to Piggyback 3 2.02 Priority on Piggyback Qualification 4 2.03 Underwritten Offerings 4 ARTICLE 3 – - QUALIFICATION PROCEDURES 5 3.01 Obligations of Resources 5 3.02 Obligations of GF BVI 7 3.03 Preparation of Documents; Due Diligence 8 3.04 Expenses 8 ARTICLE 4 – - INDEMNIFICATION AND CONTRIBUTION 8 4.01 Indemnification 8 4.02 Contribution 10 ARTICLE 5 – GENERAL 10 5.01 Qualification Exemptions 10 5.02 Additional Rights 10 5.03 Injunctive Relief 10 5.04 Further Assurances 11 5.05 Benefit of the Agreement 11 5.06 Entire Agreement 11 5.07 Amendments and Waivers 11 5.08 Assignment 12 5.09 Severability 12 5.10 Time 12 5.11 Notices 12 5.12 Governing Law 13 5.13 Counterparts 13 THIS AGREEMENT made as of , 2007; BETWEEN: GOLD FIELDS ESSAKANE (BVI) LIMITED, a corporation incorporated under the laws of the British Virgin Islands (“GF BVI”); - and - OREZONE RESOURCES INC., a corporation incorporated under the laws of Canada (“Resources”).10