Common use of Nature of the Transaction Clause in Contracts

Nature of the Transaction. 2.1 Subject to the terms and conditions of this Agreement, the Underwriters offer to purchase the Units of the Corporation, and by acceptance of this Agreement the Corporation agrees to sell to the Underwriters, and the Underwriters agree to purchase at the Time of Closing on the Closing Date, all, but not less than all, of the Units. In the event the Underwriters exercise their right pursuant to the Over-Allotment Option to purchase Additional Common Shares and/or Additional Warrants in whole or in part and at any time up to 30 days after the Closing Date, the Corporation shall sell to the Underwriters and the Underwriters shall purchase that number of Additional Common Shares and/or Additional Warrants requested by the Underwriters pursuant to the notice delivered to the Corporation in accordance with Section 3.1, at the Time of Closing on the Over-Allotment Closing Date. 2.2 This offer is conditional upon, among other things, the Corporation obtaining a Passport Decision Document for the Final Prospectus from the Commissions in the Qualifying Jurisdictions, qualifying the distribution by the Corporation of the Units, the Over-Allotment Option and any Additional Common Shares and/or Additional Warrants to purchasers resident in each Qualifying Jurisdiction dated effective March 4, 2009, or such later date as the Lead Underwriters may agree, acting reasonably. The obligation of the Underwriters to purchase any Offered Securities shall, in addition to being subject to the other terms and conditions described herein, be conditional on the following steps having been taken within the time frames described below: (a) The Corporation shall file with the SEC, in form and substance satisfactory to the Underwriters, acting reasonably, and in accordance with the provisions of the U.S. Securities Act, an amendment to the Registration Statement which includes the Final Prospectus (with such additions and deletions as are permitted or required by Form F-10 and the applicable rules and regulations of the SEC) (the “U.S. Final Prospectus”) as soon as possible on March 4, 2009 but in any event not later than one Business Day thereafter or such other date as the Lead Underwriters may agree acting reasonably; (b) The Corporation shall, on or before March 5, 2009, file with the Reviewing Authority a preliminary base shelf prospectus (the “Preliminary Warrant Prospectus”), under NI 44-102 relating to the Warrant Shares and use its best efforts to obtain the issuance by the Reviewing Authority of a receipt for the Preliminary Warrant Prospectus as soon as possible but in any event no later than one Business Day thereafter; (c) The Corporation shall file with the SEC as soon as possible following the filing of the Preliminary Warrant Prospectus with the Reviewing Authority but in any event no later than one Business Day thereafter, in accordance with the provisions of the U.S. Securities Act, of a shelf registration statement (including documents incorporated by reference therein, as it has been and may be further amended from time to time, the “Warrant Registration Statement”) on Form F-10 providing for the registration of the Warrant Shares under the U.S. Securities Act, which includes the Preliminary Warrant Prospectus (with such deletions therefrom and additions thereto as are permitted or required by Form F-10 and the applicable rules and regulations of the SEC) along with the filing with the SEC of an appointment of an agent for service of process upon the Corporation on Form F-X in conjunction with the filing of such registration statement (the “Warrant Form F-X”); (d) The Corporation shall file with the Reviewing Authority as soon as possible a final base shelf prospectus and supplement thereto in form and substance satisfactory to the Underwriters, acting reasonably, and in accordance with the procedures set out in NI 44-102 relating to the Warrant Shares (the “Final Warrant Prospectus”) and shall obtain a receipt from the Reviewing Authority in respect thereof on or before the second Business Day prior to the Closing Date. The Corporation shall file with the Reviewing Authority within one Business Day of the issuance of a final receipt from the Reviewing Authority a prospectus supplement relating to the Warrant Shares (the “Canadian Warrant Supplement”). Reference to “Canadian Warrant Prospectus” herein shall mean the Final Warrant Prospectus for which a receipt has been obtained from the Reviewing Authority, including the documents incorporated by reference therein and prospectus supplement thereto, including the Canadian Warrant Supplement. The Corporation acknowledges and agrees that under no circumstances whatsoever shall the Underwriters be required to execute a certificate page in respect of the Preliminary Warrant Prospectus or the Final Warrant Prospectus; and

Nature of the Transaction. 2.1 (a) Subject to the terms and conditions of this Agreement, the Underwriters offer to purchase the Units (excluding the Additional Securities) of the Corporation, and by acceptance of this Agreement the Corporation agrees to sell to the Underwriters, and the Underwriters agree severally, in the respective percentages set forth in Section 17 of this Agreement, and not jointly, to purchase at the Closing Time of Closing on the Closing Date, all, but not less than all, of the Units. In the event the Underwriters exercise their right pursuant to the Over-Allotment Option to purchase Additional Common Shares and/or Additional Warrants Securities in whole or in part and at any time and from time to time up to 30 days after the Closing Date, the Corporation shall hereby agrees to sell to the Underwriters and the Underwriters shall agree severally, in the respective percentages set forth in Section 17 of this Agreement, and not jointly, to purchase that number of Additional Common Shares and/or Additional Warrants requested by the Underwriters pursuant to the notice delivered to the Corporation in accordance with Section 3.1, at the Time of Closing Securities on the Over-Allotment Option Closing DateDate (hereinafter defined). 2.2 (b) This offer is conditional upon, among other things, the Corporation obtaining a Passport Decision Document Receipt for the Canadian Final Prospectus from the Commissions securities regulatory authorities in each of the Qualifying Jurisdictions, Provinces pursuant to National Instrument 44-101 – Short Form Prospectus Distributions (“NI 44-101”) qualifying the distribution Distribution by the Corporation of the Units and any Additional Securities to purchasers resident in such provinces dated effective on or before September 11, 2008, or such later date as the Lead Underwriter may agree, acting reasonably. A Passport Receipt for the Canadian Preliminary Prospectus from the securities regulatory authorities in each of the Qualifying Provinces was obtained pursuant to NI 44-101 on September 2, 2008. (c) The Corporation has also prepared and filed with the SEC pursuant to the Canada/U.S. Multi-Jurisdictional Disclosure System adopted by the Qualifying Authorities and the SEC, a registration statement on Form F-10 (Registration No. 333-153292) covering the registration of the Units and any Additional Securities under the U.S. Securities Act, including the U.S. Preliminary Prospectus. The Corporation has also prepared and filed with the SEC an Appointment of Agent for Service of Process and Undertaking on Form F-X at the time of the initial filing of the Registration Statement (the “Form F-X”). (d) The Corporation agrees to pay to the Underwriters upon completion of the Offering the Underwriting Fee. The Underwriting Fee is payable at the Closing Time in consideration of the services to be rendered by the Underwriters in connection with the Offering, which services shall include: (i) acting as Underwriters of the Corporation to purchase the Units; (ii) assisting in the preparation of the Preliminary Prospectuses and the Final Prospectuses, together with any Supplementary Material required to be filed under the legislation of the Qualifying Provinces and under the U.S. Securities Laws, and performing administrative work in connection with these matters; (iii) assisting in the preparation of the Registration Statement as required to be filed under the U.S. Securities Act and performing administrative work in connection with these matters; (iv) advising the Corporation with respect to the Offering; (v) distributing the Units to the public both directly and through other registered dealers and brokers; and (vi) all other services arising out of the agreement resulting from the Corporation’s acceptance of this offer. (e) The Common Shares and Warrants comprising the Units and any Additional Securities to be issued and sold by the Corporation hereunder shall be duly and validly created and issued by the Corporation and, when issued and sold by the Corporation, such Common Shares and Warrants shall have the rights, privileges, restrictions and conditions that conform in all material respects to the rights, privileges, restrictions and conditions set forth in the Preliminary Prospectuses, Final Prospectuses, and Registration Statement, subject to such modifications or changes (if any) prior to the Closing Date as may be agreed to in writing by the Corporation and the Underwriters. In addition, such Common Shares and Warrants shall be issued in compliance with all provincial, federal and state securities laws, including, without limitation, Canadian Securities Laws and U.S. Securities Laws. (f) The terms and conditions, and the material attributes and characteristics, of the Warrants shall be satisfactory to the Corporation and the Underwriters and consistent with the provisions of this Agreement. Such terms and conditions, and material attributes and characteristics, will be contained in the Warrant Indenture which will contain, among other things, anti-dilution provisions and provisions for the appropriate adjustment in the class and number of Warrant Shares or other securities to be received on the exercise of Warrants upon the occurrence of certain events, including any subdivision, consolidation or reclassification of the Common Shares or any payment of dividends consisting of securities of the Corporation or the amalgamation of, or other reorganization involving, the Corporation. Subject to adjustment in accordance with the provisions of the Warrant Indenture, each whole Warrant shall entitle the holder thereof to acquire one Warrant Share at a price of U.S.$2.20 for a period of 36 months after the Closing Date. (g) The Distribution of the Units, the Over-Allotment Option and any Additional Common Shares Securities shall be qualified by the Canadian Preliminary Prospectus and Canadian Final Prospectus under Canadian Securities Laws in the Qualifying Provinces and the Units, Over-Allotment Option and any Additional Securities shall be registered under the U.S. Securities Act by the Registration Statement. Units and/or Additional Warrants to purchasers resident Securities may also be distributed in each Qualifying Jurisdiction dated effective March 4, 2009, or such later date other jurisdictions as the Lead Corporation and the Underwriters may agree, acting reasonably. The obligation provided the Distribution of the Underwriters to purchase any Offered Units and/or Additional Securities shall, in addition to being subject to the such other terms and conditions described herein, be conditional on the following steps having been taken within the time frames described below: (a) The Corporation shall file with the SEC, in form and substance satisfactory to the Underwriters, acting reasonably, and jurisdictions are completed in accordance with the provisions applicable laws of such other jurisdictions in such a manner so as not to require the U.S. Corporation to file a prospectus or similar disclosure document in such jurisdiction. (h) The Common Shares and Warrants comprising the Units and any Additional Securities Actshall be listed at the Closing Time on the TSX and the AMEX, and each Exchange shall have approved, by the Closing Time, an amendment to the Registration Statement which includes the Final Prospectus (with such additions and deletions as are permitted or required by Form F-10 and the applicable rules and regulations of the SEC) (the “U.S. Final Prospectus”) as soon as possible on March 4, 2009 but in any event not later than one Business Day thereafter or such other date as the Lead Underwriters may agree acting reasonably; (b) The Corporation shall, on or before March 5, 2009, file with the Reviewing Authority a preliminary base shelf prospectus (the “Preliminary Warrant Prospectus”), under NI 44-102 relating to the Warrant Shares and use its best efforts to obtain the issuance by the Reviewing Authority of a receipt for the Preliminary Warrant Prospectus as soon as possible but in any event no later than one Business Day thereafter; (c) The Corporation shall file with the SEC as soon as possible following the filing of the Preliminary Warrant Prospectus with the Reviewing Authority but in any event no later than one Business Day thereafter, in accordance with the provisions of the U.S. Securities Act, of a shelf registration statement (including documents incorporated by reference therein, as it has been and may be further amended from time to time, the “Warrant Registration Statement”) on Form F-10 providing for the registration of the Warrant Shares under the U.S. Securities Act, which includes the Preliminary Warrant Prospectus (with such deletions therefrom and additions thereto as are permitted or required by Form F-10 and the applicable rules and regulations of the SEC) along with the filing with the SEC of an appointment of an agent for service of process upon the Corporation on Form F-X in conjunction with the filing of such registration statement (the “Warrant Form F-X”); (d) The Corporation shall file with the Reviewing Authority as soon as possible a final base shelf prospectus and supplement thereto in form and substance satisfactory to the Underwriters, acting reasonably, and in accordance with the procedures set out in NI 44-102 relating to the Warrant Shares (the “Final Warrant Prospectus”) and shall obtain a receipt from the Reviewing Authority in respect thereof on or before the second Business Day prior to the Closing Date. The Corporation shall file with the Reviewing Authority within one Business Day of the issuance of a final receipt from the Reviewing Authority a prospectus supplement relating to the Warrant Shares (the “Canadian Warrant Supplement”). Reference to “Canadian Warrant Prospectus” herein shall mean the Final Warrant Prospectus for which a receipt has been obtained from the Reviewing Authority, including the documents incorporated by reference therein and prospectus supplement thereto, including the Canadian Warrant Supplement. The Corporation acknowledges and agrees that under no circumstances whatsoever shall the Underwriters be required to execute a certificate page additional listing application in respect of the Preliminary Common Shares, Warrants and Warrant Prospectus Shares. (i) The Corporation agrees that the Underwriters will be permitted to appoint other registered dealers (or other dealers duly licensed in their respective jurisdictions) as their agents to assist in the Final Warrant Prospectus; andOffering and that the Underwriters may determine the remuneration payable to such other dealers appointed by them. Such remuneration shall be payable by the Underwriters. The Underwriters shall require and shall use their commercially reasonable efforts to ensure that such other dealers, if any, comply with the terms of this Agreement as applicable to the Underwriters. (j) Each Underwriter covenants, represents and warrants to the Corporation that it will comply with the rules and policies of each of the Exchanges and with the Canadian Securities Laws of each Qualifying Province, the U.S. Securities Laws and the applicable laws of each other jurisdiction in which it acts as an underwriter for the Corporation or offers or sells the Units or Additional Securities in connection with the Offering.

Nature of the Transaction. 2.1 (a) Subject to the terms and conditions of this Agreement, the Underwriters offer to purchase the Units Initial Shares of the Corporation, and by acceptance of this Agreement the Corporation agrees to sell to the Underwriters, and the Underwriters agree severally, in the respective percentages set forth in Section 17 of this Agreement, and not jointly, to purchase at the Closing Time of Closing on the Closing Date, all, but not less than all, of the UnitsInitial Shares. In the event the Underwriters exercise their right pursuant to the Over-Allotment Option to purchase Additional Common the Over-Allotment Shares and/or Additional Warrants in whole or in part and at any time and from time to time up to 30 days after the Closing Date, the Corporation shall hereby agrees to sell to the Underwriters and the Underwriters shall agree severally, in the respective percentages set forth in Section 17 of this Agreement, and not jointly, to purchase that number of Additional Common Shares and/or Additional Warrants requested by the Underwriters pursuant to the notice delivered to the Corporation in accordance with Section 3.1, at the Time of Closing on the Over-Allotment Closing Date. 2.2 This offer is conditional upon, among other things, the Corporation obtaining a Passport Decision Document for the Final Prospectus from the Commissions in the Qualifying Jurisdictions, qualifying the distribution by the Corporation of the Units, the Over-Allotment Option and any Additional Common Shares and/or Additional Warrants to purchasers resident in each Qualifying Jurisdiction dated effective March 4, 2009, or such later date as the Lead Underwriters may agree, acting reasonably. The obligation of the Underwriters to purchase any Offered Securities shall, in addition to being subject to the other terms and conditions described herein, be conditional on the following steps having been taken within the time frames described below: Option Closing Date (a) The Corporation shall file with the SEC, in form and substance satisfactory to the Underwriters, acting reasonably, and in accordance with the provisions of the U.S. Securities Act, an amendment to the Registration Statement which includes the Final Prospectus (with such additions and deletions as are permitted or required by Form F-10 and the applicable rules and regulations of the SEC) (the “U.S. Final Prospectus”) as soon as possible on March 4, 2009 but in any event not later than one Business Day thereafter or such other date as the Lead Underwriters may agree acting reasonably;hereinafter defined). (b) The Corporation shall, on or before March 5, 2009, file has prepared and filed the Canadian Shelf Prospectus with the Reviewing Authority a preliminary base shelf prospectus (the “Preliminary Warrant Prospectus”)Qualifying Authorities, under NI 44-102 relating to the Warrant Shares and use its best efforts to obtain the issuance by the Reviewing Authority of a receipt providing for the Preliminary Warrant Prospectus as soon as possible but in any event no later than one Business Day thereafter;offer and sale, from time to time, of up to U.S.$380,000,000 of, among other securities of the Company, Common Shares. The Principal Regulator has issued the Passport Receipt on behalf of the Qualifying Authorities. (c) The Corporation shall file has also prepared and filed, or will file, with the SEC as soon as possible following pursuant to the filing of Canada/U.S. Multi-Jurisdictional Disclosure System adopted by the Preliminary Warrant Prospectus with Qualifying Authorities and the Reviewing Authority but in any event no later than one Business Day thereafterSEC, in accordance with the provisions of Registration Statement and the U.S. Securities Act, of a shelf registration statement (including documents incorporated by reference therein, as it Shelf Prospectus. The Corporation has been also prepared and may be further amended from time to time, the “Warrant Registration Statement”) on Form F-10 providing for the registration of the Warrant Shares under the U.S. Securities Act, which includes the Preliminary Warrant Prospectus (with such deletions therefrom and additions thereto as are permitted or required by Form F-10 and the applicable rules and regulations of the SEC) along with the filing filed with the SEC an Appointment of an appointment Agent for Service of an agent for service of process upon the Corporation Process and Undertaking on Form F-X in conjunction with at the time of the initial filing of such registration statement the Registration Statement (the “Warrant Form F-X”);. No stop order suspending the effectiveness of the Registration Statement has been issued by the SEC, nor has any proceeding with respect thereto been instituted. The Corporation has fulfilled and complied with, to the reasonable satisfaction of the Underwriters, the U.S. Securities Laws required to be fulfilled or complied with by the Corporation in order to enable the Offered Shares to be distributed to the public in the United States. (d) The Corporation shall file with the Reviewing Authority as soon as possible a final base shelf prospectus and supplement thereto in form and substance satisfactory agrees to pay to GMP, on behalf of the Underwriters, upon completion of the Offering the Underwriting Fee. The Underwriting Fee is payable at the Closing Time in consideration of the services to be rendered by the Underwriters in connection with the Offering, which services shall include: (i) acting reasonablyas Underwriters of the Corporation to purchase the Initial Shares; (ii) assisting in the preparation of the Prospectus Supplements together with any Supplementary Material required to be filed under the legislation of the Qualifying Provinces and under the U.S. Securities Laws, and performing administrative work in accordance connection with these matters; (iii) assisting in the procedures set out preparation of the Registration Statement as required to be filed under the U.S. Securities Act and performing administrative work in NI 44-102 relating connection with these matters; (iv) advising the Corporation with respect to the Warrant Offering; (v) distributing the Offered Shares to the public both directly and through other registered dealers and brokers; and (vi) all other services arising out of the “Final Warrant Prospectus”) and shall obtain a receipt agreement resulting from the Reviewing Authority Corporation’s acceptance of this offer. (e) The Offered Shares to be issued and sold by the Corporation hereunder shall be duly and validly created and issued by the Corporation and, when issued and sold by the Corporation, such Common Shares shall have the rights, privileges, restrictions and conditions that conform in respect thereof on all material respects to the rights, privileges, restrictions and conditions set forth in the Registration Statement, the Shelf Prospectuses, the Prospectus Supplements and any Supplementary Materials, subject to such modifications or before the second Business Day changes (if any) prior to the Closing DateDate as may be agreed to in writing by the Corporation and the Underwriters. In addition, such Common Shares shall be issued in compliance with all provincial, federal and state securities laws, including, without limitation, Canadian Securities Laws and U.S. Securities Laws. (f) The Distribution of the Offered Shares shall be qualified by the Canadian Shelf Prospectuses and under Canadian Securities Laws in the Qualifying Provinces and shall be registered under the U.S. Securities Act by the Registration Statement. The Corporation shall file with the Reviewing Authority within one Business Day Distribution of the issuance Offered Shares may also take place in such countries of a final receipt from the Reviewing Authority a prospectus supplement relating to the Warrant Shares (the “Canadian Warrant Supplement”). Reference to “Canadian Warrant Prospectus” herein shall mean the Final Warrant Prospectus for which a receipt has been obtained from the Reviewing Authority, including the documents incorporated Europe as determined appropriate by reference therein and prospectus supplement thereto, including the Canadian Warrant Supplement. The Corporation acknowledges and agrees that under no circumstances whatsoever shall the Underwriters be in accordance with applicable laws but provided that no prospectus, registration statement or similar document is required to execute a certificate page be filed in any such country. (g) The Initial Shares shall be listed at the Closing Time on the TSX and the Amex, and the TSX and the Amex shall have approved, by the Closing Time, an additional listing application in respect of Initial Shares and the Preliminary Warrant Prospectus Over-Allotment Shares, if the Underwriters have provided notice of the exercise of the Over-Allotment Option in accordance with Section 3(a) prior to Closing. (h) The Corporation agrees that the Underwriters will be permitted to appoint other registered dealers (or other dealers duly licensed in their respective jurisdictions) as their agents to assist in the Final Warrant Prospectus; andOffering and that the Underwriters may determine the remuneration payable to such other dealers appointed by them. Such remuneration shall be payable by the Underwriters. The Underwriters shall require and shall use their commercially reasonable efforts to ensure that such other dealers, if any, comply with the terms of this Agreement as applicable to the Underwriters. (i) Each Underwriter covenants, represents and warrants to the Corporation that it will comply with the rules and policies of each of the Exchanges and with the Canadian Securities Laws of each Qualifying Province, the U.S. Securities Laws and the applicable laws of each other jurisdiction in which it acts as an underwriter for the Corporation or offers or sells the Offered Shares in connection with the Offering.

Nature of the Transaction. 2.1 Subject The Company appoints the Agent as its exclusive agent for the Offering, and the Agent hereby agrees to act as the exclusive agent of the Company to use its reasonable best efforts to offer and sell the Shares in the Qualifying Jurisdictions to potential Purchasers resident in the Qualifying Jurisdictions. 2.2 If in the opinion of the Agent it is necessary, the Agent will form, manage and participate in a group of registered securities dealers (the "Selling Group") to offer and sell the Shares as provided for hereunder. In the event that a Selling Group is formed, the Agent will manage the Selling Group to the extent customary in the securities industry in Canada and require each member of the Selling Group to conduct the Offering on the terms and conditions of set forth in this Agreement. Each member of the Selling Group shall be appropriately registered under the Applicable Securities Laws of the Qualifying Jurisdictions in which such member of the Selling Group offers and sells the Shares so as to permit it to lawfully offer and sell the Shares in such jurisdiction. 2.3 The Company covenants and agrees with the Agent that it will: (a) prepare and file with the Commissions under the Applicable Securities Laws of the Qualifying Jurisdictions, a Preliminary Prospectus, together with the required supporting documents, to permit the Agent to solicit expressions of interest for the Offering; (b) use its reasonable best efforts to address, as expeditiously as possible, the Underwriters offer to purchase the Units comments made in respect of the CorporationPreliminary Prospectus by the Commissions; (c) prepare and file, as soon as practicable after all of the comments referred to in subparagraph (b) above have been addressed, under the Applicable Securities Laws of the Qualifying Jurisdictions, the Final Prospectus, together with the required supporting documents, and use its reasonable best efforts to obtain the Final Receipt on or before June 15, 1999 or such other date as agreed to by acceptance the Company and the Agents, .and take all other steps and proceedings that may be necessary in order to qualify, under the Applicable Securities Laws of this Agreement the Corporation agrees to sell Qualifying Jurisdictions, the distribution of the Qualified Securities; (d) prior to the UnderwritersEffective Date, apply to the Exchange for a conditional listing of its common shares, and prepare and file with the Underwriters agree Exchange, using its reasonable best efforts to purchase at do so, a Preliminary Listing Submission, together with the Time of Closing on required supporting documents, to obtain comfort that the Closing DateConditional Listing will be secured; and (e) use its reasonable best efforts to address, allas expeditiously as possible, but not less than all, the comments made in respect of the Units. In Preliminary Listing Submission by the event Exchange. 2.4 Following the Underwriters exercise their right pursuant to Effective Date and after consulting with the Over-Allotment Option to purchase Additional Common Shares and/or Additional Warrants in whole Exchange, the Company and the Agent will set the Offering Day. 2.5 The Offering Day will be on or in part and at any time up to 30 before the earlier of the day which is: (a) 90 days after the Closing Effective Date, ; and (b) 12 months after the Corporation shall sell to the Underwriters and the Underwriters shall purchase that number date of Additional Common Shares and/or Additional Warrants requested issue by the Underwriters pursuant to Commission of the notice delivered to preliminary receipt for the Corporation Prospectus. 2.6 The Offering will be made through the facilities of an in accordance with Section 3.1the rules and policies of the Exchange. 2.7 After the Offering has been completed, at the Time Company and the Agent will file any documents required by the Exchange in order to remove the conditional listing and to list and commence trading of Closing the common shares of the Issuer on the Over-Allotment Closing DateExchange. 2.2 This offer 2.8 The Agent will advise the Company and its counsel in writing when the distribution under the Prospectus is conditional uponcomplete. 2.9 The Agent will purchase all of the Shares for which subscriptions have not been received by the Offering Day. In consideration for the Agent's guarantee to purchase unsubscribed Shares, the Company will issue the Agent's Warrant to the Agent, or to members of the Agent's selling group as directed by the Agent. The Agent's Warrant will be exercisable for a period of two years from the Listing Date at a price equal to the Offering Price during the first year and at a price equal to the Offering Price plus 15% during the second year. The form of Agent's Warrant will be provided to the Company by the Agent and the terms and conditions contained therein will include, among other things, the Corporation obtaining a Passport Decision Document provisions for the Final Prospectus from the Commissions appropriate adjustment in the Qualifying Jurisdictionsclass, qualifying the distribution by the Corporation number and price of the Unitsshares to be issued under the Agent's Warrant upon the occurrence of certain events, including any subdivision, consolidation or reclassification of the shares, the Over-Allotment Option and any Additional Common Shares and/or Additional Warrants to purchasers resident in each Qualifying Jurisdiction dated effective March 4, 2009, payment of stock dividends or such later date as the Lead Underwriters may agree, acting reasonably. The obligation amalgamation of the Underwriters to purchase any Offered Securities shall, in addition to being subject to the other terms and conditions described herein, be conditional on the following steps having been taken within the time frames described below:Company. (a) 2.10 The Corporation shall file with the SEC, in form and substance satisfactory to the Underwriters, acting reasonably, and in accordance with the provisions of the U.S. Securities Act, an amendment to the Registration Statement which includes the Final Prospectus (with such additions and deletions as are permitted or required by Form F-10 and the applicable rules and regulations of the SEC) (the “U.S. Final Prospectus”) as soon as possible on March 4, 2009 but in any event not later than one Business Day thereafter or such other date as the Lead Underwriters may agree acting reasonably; (b) The Corporation shall, on or before March 5, 2009, file with the Reviewing Authority a preliminary base shelf prospectus (the “Preliminary Warrant Prospectus”), under NI 44-102 relating to the Warrant Shares and Company will use its best efforts to obtain assist the issuance by Agent in placing the Reviewing Authority of a receipt for the Preliminary Warrant Prospectus as soon as possible but in any event no later than one Business Day thereafter; (c) The Corporation shall file with the SEC as soon as possible following the filing of the Preliminary Warrant Prospectus with the Reviewing Authority but in any event no later than one Business Day thereafter, in accordance with the provisions of the U.S. Securities Act, of a shelf registration statement (including documents incorporated by reference therein, as it has been and may be further amended from time to time, the “Warrant Registration Statement”) on Form F-10 providing for the registration of the Warrant Shares under the U.S. Securities Act, which includes the Preliminary Warrant Prospectus (with such deletions therefrom and additions thereto as are permitted or required by Form F-10 and the applicable rules and regulations of the SEC) along with the filing with the SEC of an appointment of an agent for service of process upon the Corporation on Form F-X in conjunction with the filing of such registration statement (the “Warrant Form F-X”); (d) The Corporation shall file with the Reviewing Authority as soon as possible a final base shelf prospectus and supplement thereto in form and substance satisfactory to the Underwriters, acting reasonablyShares, and in accordance this regard will provide the Agent with a "President's List" of all persons, whether brokerage firms, institutional investors or others who have expressed interest in participating in any financing to be carried out by the procedures set out in NI 44-102 relating Company, and to direct to the Warrant Shares (Agent any and all unsolicited inquiries regarding this Offering. It is agreed that the “Final Warrant Prospectus”) and shall obtain a receipt from Agent will have the Reviewing Authority in respect thereof on or before right but not the second Business Day prior obligation to place the Closing Date. The Corporation shall file with the Reviewing Authority within one Business Day of the issuance of a final receipt from the Reviewing Authority a prospectus supplement relating to the Warrant Shares (the “Canadian Warrant Supplement”). Reference to “Canadian Warrant Prospectus” herein shall mean the Final Warrant Prospectus for which a receipt has been obtained from the Reviewing Authority, including the documents incorporated by reference therein and prospectus supplement thereto, including the Canadian Warrant Supplement. The Corporation acknowledges and agrees that under no circumstances whatsoever shall the Underwriters be required to execute a certificate page in respect of the Preliminary Warrant Prospectus or the Final Warrant Prospectus; andPresident's List

Nature of the Transaction. 2.1 (a) Subject to the terms and conditions of this Agreement, the Underwriters offer to purchase the Units Initial Shares of the Corporation, and by acceptance of this Agreement the Corporation agrees to sell to the Underwriters, and the Underwriters agree severally, in the respective percentages set forth in Section 17 of this Agreement, and not jointly, to purchase at the Closing Time of Closing on the Closing Date, all, but not less than all, of the UnitsInitial Shares. In the event the Underwriters exercise their right pursuant to the Over-Allotment Option to purchase Additional Common the Over-Allotment Shares and/or Additional Warrants in whole or in part and at any time and from time to time up to 30 days after the Closing Date, the Corporation shall hereby agrees to sell to the Underwriters and the Underwriters shall agree severally, in the respective percentages set forth in Section 17 of this Agreement, and not jointly, to purchase that number of Additional Common Shares and/or Additional Warrants requested by the Underwriters pursuant to the notice delivered to the Corporation in accordance with Section 3.1, at the Time of Closing on the Over-Allotment Shares on the Option Closing Date. 2.2 This offer is conditional upon, among other things, the Corporation obtaining a Passport Decision Document for the Final Prospectus from the Commissions in the Qualifying Jurisdictions, qualifying the distribution by the Corporation of the Units, the Over-Allotment Option and any Additional Common Shares and/or Additional Warrants to purchasers resident in each Qualifying Jurisdiction dated effective March 4, 2009, or such later date as the Lead Underwriters may agree, acting reasonably. The obligation of the Underwriters to purchase any Offered Securities shall, in addition to being subject to the other terms and conditions described herein, be conditional on the following steps having been taken within the time frames described below: (a) The Corporation shall file with the SEC, in form and substance satisfactory to the Underwriters, acting reasonably, and in accordance with the provisions of the U.S. Securities Act, an amendment to the Registration Statement which includes the Final Prospectus (with such additions and deletions as are permitted or required by Form F-10 and the applicable rules and regulations of the SEC) (the “U.S. Final Prospectus”) as soon as possible on March 4, 2009 but in any event not later than one Business Day thereafter or such other date as the Lead Underwriters may agree acting reasonably; (b) The Corporation shall, on or before March 5, 2009, file has prepared and filed the Canadian Shelf Prospectus with the Reviewing Authority a preliminary base shelf prospectus (the “Preliminary Warrant Prospectus”)Qualifying Authorities, under NI 44-102 relating to the Warrant Shares and use its best efforts to obtain the issuance by the Reviewing Authority of a receipt providing for the Preliminary Warrant Prospectus as soon as possible but in any event no later than one Business Day thereafter;offer and sale, from time to time, of up to U.S.$380,000,000 of, among other securities of the Corporation, Common Shares. The Principal Regulator has issued the Passport Receipt on behalf of the Qualifying Authorities. (c) The Corporation shall file has also prepared and filed, or will file, with the SEC as soon as possible following pursuant to the filing of Canada/U.S. Multi-Jurisdictional Disclosure System adopted by the Preliminary Warrant Prospectus with Qualifying Authorities and the Reviewing Authority but in any event no later than one Business Day thereafterSEC, in accordance with the provisions of Registration Statement and the U.S. Securities Act, of a shelf registration statement (including documents incorporated by reference therein, as it Shelf Prospectus. The Corporation has been also prepared and may be further amended from time to time, the “Warrant Registration Statement”) on Form F-10 providing for the registration of the Warrant Shares under the U.S. Securities Act, which includes the Preliminary Warrant Prospectus (with such deletions therefrom and additions thereto as are permitted or required by Form F-10 and the applicable rules and regulations of the SEC) along with the filing filed with the SEC an Appointment of an appointment Agent for Service of an agent for service of process upon the Corporation Process and Undertaking on Form F-X in conjunction with at the time of the initial filing of such registration statement the Registration Statement (the “Warrant Form F-X”);. No stop order suspending the effectiveness of the Registration Statement has been issued by the SEC, nor has any proceeding with respect thereto been instituted. The Corporation has fulfilled and complied with, to the reasonable satisfaction of the Underwriters, the U.S. Securities Laws required to be fulfilled or complied with by the Corporation in order to enable the Offered Shares to be distributed to the public in the United States. (d) The Corporation shall file with the Reviewing Authority as soon as possible a final base shelf prospectus and supplement thereto in form and substance satisfactory agrees to pay to GMP, on behalf of the Underwriters, upon completion of the Offering the Underwriting Fee. The Underwriting Fee is payable at the Closing Time in consideration of the services to be rendered by the Underwriters in connection with the Offering, which services shall include: (i) acting reasonablyas Underwriters of the Corporation to purchase the Initial Shares; (ii) assisting in the preparation of the Prospectus Supplements together with any Supplementary Material required to be filed under the legislation of the Qualifying Provinces and under the U.S. Securities Laws, and performing administrative work in accordance connection with these matters; (iii) assisting in the procedures set out preparation of the Registration Statement as required to be filed under the U.S. Securities Act and performing administrative work in NI 44-102 relating connection with these matters; (iv) advising the Corporation with respect to the Warrant Offering; (v) distributing the Offered Shares to the public both directly and through other registered dealers and brokers; and (vi) all other services arising out of the “Final Warrant Prospectus”) and shall obtain a receipt agreement resulting from the Reviewing Authority Corporation’s acceptance of this offer. (e) The Offered Shares to be issued and sold by the Corporation hereunder shall be duly and validly created and issued by the Corporation and, when issued and sold by the Corporation, such Common Shares shall have the rights, privileges, restrictions and conditions that conform in respect thereof on all material respects to the rights, privileges, restrictions and conditions set forth in the Registration Statement, the Shelf Prospectuses, the Prospectus Supplements and any Supplementary Materials, subject to such modifications or before the second Business Day changes (if any) prior to the Closing DateDate as may be agreed to in writing by the Corporation and the Underwriters. In addition, such Common Shares shall be issued in compliance with all provincial, federal and state securities laws, including, without limitation, Canadian Securities Laws and U.S. Securities Laws. (f) The Distribution of the Offered Shares shall be qualified by the Canadian Shelf Prospectuses and under Canadian Securities Laws in the Qualifying Provinces and shall be registered under the U.S. Securities Act by the Registration Statement. The Corporation shall file with the Reviewing Authority within one Business Day Distribution of the issuance Offered Shares may also take place in such countries of a final receipt from the Reviewing Authority a prospectus supplement relating to the Warrant Shares (the “Canadian Warrant Supplement”). Reference to “Canadian Warrant Prospectus” herein shall mean the Final Warrant Prospectus for which a receipt has been obtained from the Reviewing Authority, including the documents incorporated Europe as determined appropriate by reference therein and prospectus supplement thereto, including the Canadian Warrant Supplement. The Corporation acknowledges and agrees that under no circumstances whatsoever shall the Underwriters be in accordance with applicable laws but provided that no prospectus, registration statement or similar document is required to execute a certificate page be filed in any such country. (g) The Initial Shares shall be listed at the Closing Time on the TSX and the Amex, and the TSX and the Amex shall have approved, by the Closing Time, an additional listing application in respect of the Preliminary Warrant Prospectus Over-Allotment Shares, if the Underwriters have provided notice of the exercise of the Over-Allotment Option in accordance with Section 3(a) prior to Closing. (h) The Corporation agrees that the Underwriters will be permitted to appoint other registered dealers (or other dealers duly licensed in their respective jurisdictions) as their agents for the Final Warrant Prospectus; andpurpose of assisting in connection with the distribution of, and arranging purchasers for, the Offered Shares, and that the Underwriters may determine the remuneration payable to such other dealers appointed by them. Such remuneration shall be payable by the Underwriters. The Underwriters shall require and shall use their commercially reasonable efforts to ensure that such other dealers, if any, comply with the terms of this Agreement as applicable to the Underwriters. (i) Each Underwriter covenants, represents and warrants to the Corporation that it will comply with the rules and policies of each of the Exchanges and with the Canadian Securities Laws of each Qualifying Province, the U.S. Securities Laws and the applicable laws of each other jurisdiction in which it acts as an underwriter for the Corporation or offers or sells the Offered Shares in connection with the Offering.