AGENCY AGREEMENT

1.

(a)

Each Canadian Purchaser shall purchase Offered Securities under a Private Placement Exemption. The Agents will notify the Corporation with respect to the identity of any Purchaser as soon as practicable and with a view to leaving sufficient time to allow the Corporation to secure compliance with all relevant regulatory requirements of the applicable Offering Jurisdictions relating to the sale of the Offered Securities and, in any event not later than 12:00 p.m. (Toronto time) on the day before the Closing Date. The Corporation undertakes to file or cause to be filed all forms or undertakings required to be filed by the Corporation and to pay all filing fees in connection with the purchase and sale of the Offered Securities so that the distribution of such securities may lawfully occur without the necessity of filing a prospectus or an offering memorandum (apart from the Canadian Offering Memorandum distributed in conjunction with the base Prospectus and the Prospectus Supplement) in Canada or comparable document elsewhere. The Agents undertakes to use commercially reasonable efforts to cause Purchasers to complete any forms required by Applicable Securities Laws if so required.

(b)

It is understood and agreed that the Agents may arrange for Purchasers of the Offered Securities in jurisdictions other than Canada, on a private placement basis, provided that the sale of such Offered Securities in such other jurisdiction does not contravene the Applicable Securities Laws of such other jurisdiction or of Canada and provided that such sale does not trigger (i) any obligation to prepare and file a prospectus or similar disclosure document, or any other report with respect to such purchase in such other jurisdiction, or (ii) any registration or other obligation on the part of the Corporation in such other jurisdictions including but not limited to any continuing obligation in such other jurisdictions.

(c)

The certificate representing the Flow-Through Shares and the Warrants issued to a resident of Canada will bear a legend denoting the restrictions on transfer under Applicable Securities Laws in Canada (including National Instrument 45-102).

(d)

If at the date of their issue, the applicable restriction period has not expired, the certificates representing the Warrant Shares issued to a resident of Canada will bear a legend as prescribed by National Instrument 45-102.

(e)

In addition to the foregoing legends, the certificates representing the Flow-Through Shares and Warrant Shares, if issued prior to such time as the restrictive legends above are no longer required under Applicable Securities Laws in Canada, shall bear, in addition to any legend(s) required by National Instrument 45-102, the following legend:

2.

(a)

In consideration for the performance of its obligations hereunder, the Corporation shall, subject to the provisions of this Agreement, pay to the Agents an agent fee (the "Agent Fees") equal to 7.5% of the Gross Proceeds.

(b)

The Agents may retain one or more registered securities brokers or investment dealers to act as selling agent in connection with the sale of the Offered Securities but the compensation payable to such selling agents shall be the sole responsibility of the Agents, and only as permitted by and in compliance with all Applicable Securities Laws, upon the terms and conditions set forth in this Agreement and will require each such selling agent to so agree.

(c)

As additional consideration for the performance of their obligations hereunder, the Corporation shall issue to the Agent compensation warrants (the "Compensation Warrants") (in such name or names as the Agents may direct in writing) on the Closing. Each Compensation Warrant will entitle the holder to purchase one Compensation Unit at $0.45 per Compensation Unit for a 24-month period following the date of the Closing.

(d)

The certificates representing the Compensation Warrants and any certificates issued in replacement thereof will bear a legend denoting the restrictions on transfer under Applicable Securities Laws in Canada (including National Instrument 45-102).

(e)

If at the date of their issue, the applicable restriction period has not expired, the certificates representing the Agent Common Shares and Agent Warrants will bear a legend as prescribed by National Instrument 45-102.

(f)

In addition to the foregoing legends, the certificates representing the Agent Common Shares and the Warrant Shares issuable on exercise of the Agent Warrants, if issued prior to such time as the restrictive legends above are no longer required under Applicable Securities Laws in Canada, shall bear, in addition to any legend(s) required by National Instrument 45-102, the following legend:

3.

(a)

will conduct activities and shall cause the selling agents to conduct their activities in connection with arranging for purchasers of the Offered Securities in compliance with the Applicable Securities Laws and will indemnify the Corporation from all losses incurred by it as a result of a violation by the Agents or any selling agent retained by it of such Applicable Securities Laws;

(b)

will not deliver to any prospective Purchaser any document or material which constitutes an offering memorandum under Applicable Securities Laws except (i) the Base Prospectus and the Prospectus Supplement, which shall be delivered to each Purchaser who is not a resident of Canada on or prior to Closing together with the Subscription Agreement for the Flow-Through Units; and (ii) the Canadian Offering Memorandum which shall be delivered to each Purchaser resident in Canada on or prior to Closing;

(c)

will not solicit offers to purchase or sell the Offered Securities so as to require registration thereof or filing of a prospectus with respect thereto or continuing obligations on the part of the Corporation under the laws of any jurisdiction including, without limitation, the United States or any state thereof, and not solicit offers to purchase or sell the Offered Securities in any jurisdiction outside of Canada and the United States where the solicitation or sale of the Offered Securities would result in any statutory ongoing disclosure requirements in such jurisdiction or any registration requirements in such jurisdiction on the part of the Corporation except for the filing of a notice or report of the solicitation or sale;

(d)

will obtain from each Purchaser an executed Subscription Agreement in a form reasonably acceptable to the Corporation and to the Agents relating to the transactions herein contemplated, together with all documentation as may be necessary in connection with subscriptions for Offered Securities;

(e)

other than filing the Prospectus Supplement with the SEC, will refrain from any form of general advertising or any form of general solicitation in connection with the Offering including in (A) printed media of general and regular circulation or any similar medium, (B) radio, (C) television, or (D) electronic media or conduct any seminar or meeting concerning the offer and sale of the Offered Securities whose attendees have been invited by any form of general solicitation or general advertising, and not make use of any green sheet or other internal marketing document without the consent of the Corporation, such consent to be promptly considered and not to be unreasonably withheld;

(f)

will comply with, and ensure that it and its selling agents and it and its respective directors, officers, employees and affiliates comply with all Applicable Securities Laws and the terms and conditions set forth in this Agreement; and

(g)

certifies to the Corporation (and acknowledges that the Corporation is relying thereon) that the Agents, and (if applicable) others for whom they are contracting hereunder, are resident or otherwise subject to the securities legislation of the Province of Ontario and can avail themselves of the relevant Private Placement Exemptions available under the applicable securities legislation in such province.

4.

(a)

the Corporation and each Subsidiary has been duly organized and is validly existing and in good standing under the laws of its jurisdiction of organization and has all requisite power and authority necessary to, and is qualified to, carry on its business as now conducted, and to own or lease its properties and assets in all jurisdictions in which it currently carries on business and/or owns or leases its properties and assets; and the Corporation has all required corporate power and authority to create, issue and sell the Offered Securities and the Compensation Warrants, to enter into this Agreement and the Subscription Agreements and to carry out the provisions of each of such agreements;

(b)

the authorized capital of the Corporation consists of an unlimited number of Common Shares of which, as of October 11, 2006 (being the date of the Letter Agreement) 123,321,883 Common Shares are issued and outstanding as fully paid and non-assessable shares in the capital of the Corporation;

(c)

the Corporation has no subsidiaries other than the Subsidiaries listed in Schedule "C" and the Corporation beneficially owns, directly or indirectly, the percentage indicated of all the issued and outstanding shares in the capital of each Subsidiary free and clear of all mortgages, liens, charges, pledges, security interests, encumbrances, claims or demands of any kind whatsoever, all of such shares have been duly authorized and validly issued and are outstanding as fully-paid and non-assessable shares and 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 purchase from the Corporation of any interest in any of such shares or for the issue or allotment of any unissued shares in the capital of any Subsidiary or any other security convertible into or exchangeable for any such shares;

(d)

the Corporation does not have any Significant Interest Companies other than the Subsidiaries;

(e)

no order prohibiting the sale of the Offered Securities or the issuance of the Compensation Warrants has been issued and no proceedings for such purpose are pending or, to the knowledge of the Corporation, threatened;

(f)

no person, firm or corporation, as of the date hereof, has any agreement or option, or any right or privilege (whether pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, subscription or issuance of any securities of the Corporation, other than as set out in Schedule "B";

(g)

other than as disclosed in Schedule "D", each of the Corporation and the Subsidiaries has conducted and is conducting its business in compliance in all material respects with all applicable laws and regulations of each jurisdiction in which it carries on business (including, without limitation, all applicable Canadian federal, provincial, municipal and local environmental, anti-pollution and licensing laws, regulations and other lawful requirements of any governmental or regulatory body, including, but not limited to relevant exploration and exploitation permits and concessions) and has not received a notice of non-compliance, nor knows of, nor has reasonable grounds to know of, any facts that could give rise to a notice of non-compliance with any such laws, regulations or permits which would have a material adverse effect on the Corporation or the Subsidiaries;

(h)

except as qualified in the Disclosure Documents, the Corporation or a Subsidiary is the beneficial owner of the properties, business and assets or the interests in the properties, business or assets referred to as owned by it in the Disclosure Documents, all agreements under which the Corporation or a Subsidiary holds an interest in a property, business or asset are in good standing according to their terms except where the failure to be in such good standing does not and will not have a material adverse effect on the Corporation (on a consolidated basis) or its properties, business or assets, and the Disclosure Documents were as at the respective dates thereof true and correct in all material respects concerning the Corporation and the Subsidiaries, and contained no misrepresentations;

(i)

all information which has been prepared by the Corporation relating to the Corporation and the Subsidiaries and their business, property and liabilities and either publicly disclosed or provided to the Agents, including all financial, marketing and operational information provided to the Agents is, as of the date of such information, true and correct in all material respects, and no fact or facts have been omitted therefrom which would make such information materially misleading;

(j)

the Corporation has, and to the best of the Corporation's knowledge the directors and officers of the Corporation have, answered every question or inquiry of the Agents and their counsel in connection with the Agents' due diligence investigations fully and truthfully;

(k)

the Corporation is not aware of any legislation, or proposed legislation (published by a legislative body), which it anticipates will materially and adversely affect the business, affairs, operations, assets or liabilities (contingent or otherwise) of the Corporation and the Subsidiaries, considered as a whole;

(l)

the Corporation and each Subsidiary has obtained all certificates, authorizations, permits or licences necessary to conduct the business now owned or operated by it and the Corporation has not received any notice of proceedings relating to the revocation or modification of any material certificate, authority, permit or license necessary which, if the subject of an unfavourable decision, ruling or finding would materially and adversely affect the conduct of the business, operations, financial condition or income of the Corporation (on a consolidated basis);

(m)

the execution and delivery of this Agreement and the Subscription Agreements and the performance of the transactions contemplated thereunder and the filing with the SEC of the Prospectus Supplement does not and will not:

(i)

require the consent, approval, authorization, registration or qualification of or with any governmental authority, stock exchange, securities regulatory authority or other third party, except: (i) such as have been obtained; or (ii) such as may be required under the applicable by-laws, policies, regulations and prescribed forms of the Exchange and the AMEX;

(ii)

result in a breach of or default under, nor create a state of facts which, after notice or lapse of time or both, would result in a breach of or default under, nor conflict with:

(A)

any of the terms, conditions or provisions of the constating documents or resolutions of the shareholders, directors or any committee of directors of the Corporation or any Subsidiary or any material indenture, agreement or instrument to which the Corporation or any Subsidiary is a party or by which it or they are contractually bound; or

(B)

any statute, rule, regulation or law applicable to the Corporation, or the Subsidiaries including, without limitation, the Applicable Securities Laws of the Offering Jurisdictions, or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Corporation or the Subsidiaries; or

(C)

any material mortgage, note, indenture, contract, agreement (written or oral), instrument, lease or other document to which the Corporation or any Subsidiary is a party or by which the Corporation or any Subsidiary or a material portion of the assets of the Corporation or any Subsidiary are bound (a "Material Agreement"), or any judgment, decree, order, statute, rule or regulation applicable to any of them; and

(iii)

except as encumbered hereby, only, give rise to any lien, charge or claim in or with respect to the properties or assets now owned or hereafter acquired by the Corporation or any Subsidiary or the acceleration of or the maturity of any debt under any indenture, mortgage, lease, agreement or instrument binding or affecting any of them or any of their properties;

(n)

the auditors of the Corporation are independent public accountants as required by the Applicable Securities Laws and there has never been any reportable disagreement (within the meaning of National Instrument 51-102 - Continuous Disclosure) with the present or any former auditor of the Corporation;

(o)

the Corporation and each Subsidiary has filed all federal, provincial, territorial, state, local and foreign tax returns that are required to be filed or have requested extensions thereof (except in any case in which the failure so to file would not have a material adverse effect on the assets and properties, business, results of operations or condition (financial or otherwise) of the Corporation) on a consolidated basis and has paid all taxes required to be paid by it and any other assessment, fine or penalty levied against it, to the extent that any of the foregoing is due and payable, except for any such assessment, fine or penalty that is currently being contested in good faith;

(p)

the Corporation and each Subsidiary has established on its books and records reserves that are adequate for the payment of all taxes not yet due and payable and there are no liens for taxes on the assets of the Corporation or any Subsidiary and there are no audits known by the Corporation's management to be pending of the tax returns of the Corporation or any Subsidiary (whether federal, state, provincial, territorial, local or foreign) and there are no claims which have been or may be asserted relating to any such tax returns, which audits and claims, if determined adversely, would result in the assertion by any governmental agency of any deficiency that would have a material adverse effect on the assets or properties, business, results of operations or condition (financial or otherwise) of the Corporation (on a consolidated basis);

(q)

no domestic or foreign taxation authority has asserted or, to the best of the Corporation's knowledge, threatened to assert any assessment, claim or liability for taxes due or to become due in connection with any review or examination of the tax returns of the Corporation or each Subsidiary (including, without limitation, any predecessor companies) filed for any year which would have a material adverse effect on the assets or properties, business, results of operations or condition (financial or otherwise) of the Corporation (on a consolidated basis);

(r)

the Corporation and each Subsidiary maintains a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's general or specific authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences;

(s)

neither the Corporation nor, to the best of the Corporation's knowledge, any other party is in material default in the observance or performance of any term or obligation to be performed by it under any of the Material Agreements and no event has occurred which with notice or lapse of time or both would constitute such a default, in any such case which default or event would have a material adverse effect on the assets or properties, business, results of operations or condition (financial or otherwise) of the Corporation (on a consolidated basis);

(t)

at Closing, the Corporation will have filed all documents, taken all proceedings and obtained all regulatory consents necessary as a precondition to the sale of the Offered Securities and the issuance of the Compensation Warrants hereunder;

(u)

this Agreement, the Subscription Agreements, the Warrants and the Compensation Warrants shall be, by the Time of Closing, duly authorized, executed and delivered by the Corporation and shall be legal, valid and binding obligations of the Corporation, enforceable in accordance with their terms (except as the enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium or similar laws affecting creditors' rights generally, (ii) general equitable principles or (iii) limitations under applicable law in respect of rights of indemnity, contribution and waiver of contribution);

(v)

the attributes of the Warrants will conform in all material respects with the description thereof contained in the Subscription Agreements;

(w)

at the Time of Closing: (i) the creation and issuance of the Warrants will have been validly authorized and issued; (ii) the creation and issuance of the Compensation Warrants will have been validly authorized and issued; (iii) upon the exercise of the Warrants, in accordance with the provisions thereof, the Warrant Shares will have been validly authorized and issued; and (iv) upon the exercise of the Compensation Warrants in accordance with the provisions thereof, the Agent Units will have been validly authorized and issued, and the Agent Common Shares will have been conditionally allotted for issuance by the Corporation as fully paid and non-assessable Common Shares of the Corporation, and the Common Shares issuable upon the exercise of the Agent Warrants will have been conditionally allotted for issuance by the Corporation as fully paid and non-assessable Common Shares of the Corporation;

(x)

other than the Agents, there is no person acting or purporting to act at the request of the Corporation, who is entitled to any brokerage or agency fee in connection with the transactions contemplated herein and in the event any person acting or purporting to act for the Corporation establishes a claim for any such fee from the Agents, the Corporation covenants to indemnify and hold harmless the Agents with respect thereto and with respect to all costs reasonably incurred in the defence thereof;

(y)

the minute books and corporate records of the Corporation and each Subsidiary made available to the Agents in connection with their due diligence investigations of the Corporation for the periods from the dates of their incorporation to the date of examination thereof contain all proceedings (or certified copies thereof) of the shareholders, the board of directors and all committees of the board of directors of the Corporation or such Subsidiary, as the case may be, and there have been no other meetings, resolutions or proceedings of the shareholders, board of directors or any committee of the board of directors of the Corporation or such Subsidiary, as the case may be, to the date of review of such corporate records and minute books not reflected in such minute books and other records;

(z)

there is not, in the constating documents or by-laws of the Corporation or any Subsidiary or in any agreement, mortgage, note, debenture, indenture or other instrument or document to which the Corporation or any Subsidiary is a party, any restriction upon or impediment to the declaration or payment of dividends by the directors of the Corporation or the payment of dividends by the Corporation to the holders of its Common Shares;

(aa)

the audited annual financial statements of the Corporation (the "Financial Statements") (i) have been prepared in accordance with generally accepted accounting principles in Canada consistently applied throughout the period referred to therein, (ii) present fairly, in all material respects, the financial position (including the assets and liabilities, whether absolute, contingent or otherwise) of the Corporation as at such dates and results of operations of the Corporation for the periods then ended, and (iii) contain and reflect adequate provision or allowance for all reasonably anticipated liabilities, expenses and losses of the Corporation and there has been no change in accounting policies or practices of the Corporation since the dates of such Financial Statements;

(bb)

there are no actions, suits, proceedings or inquiries pending or to the Corporation's knowledge threatened against or affecting the Corporation or any Subsidiary at law or in equity or before or by any federal, provincial, municipal or other governmental department, commission, board, bureau, agency or instrumentality which in any way materially adversely affect, or may in any way materially adversely affect, the business, operations or condition (financial or otherwise) of the Corporation (on a consolidated basis) or its properties or assets or which affects or may affect the distribution of the Offered Securities, the Compensation Warrant or the Common Shares issuable upon the exercise of the securities underlying the Offered Securities or upon the exercise of the Compensation Warrants;

(cc)

except as disclosed in the Disclosure Documents and as set out in Schedule "E", none of the directors or officers of the Corporation, any holder of more than ten per cent of any class of shares of the Corporation, or any associate or affiliate of any of the foregoing persons or companies (as such terms are defined in the Securities Act (Ontario)), has any material interest, direct or indirect, in any material transaction within the previous two years or any proposed material transaction which, as the case may be, materially affected, is material to or will materially affect the Corporation or any Subsidiary;

(dd)

there are approximately 132 employees of the Corporation and its Subsidiaries and each of the Corporation and the Subsidiaries is in compliance with all laws respecting employment and employment practices;

(ee)

the Corporation and/or its Subsidiaries has full and proper title, free and clear of all defects of title and liens to the mineral licences, concessions and properties in connection with all of its properties and/or projects, including, but not limited to, the Black Fox Project in Matheson, Ontario, Canada, other than the Permitted Encumbrances set out in Schedule "F";

(ff)

the Corporation and the Subsidiaries are not in violation of, or in default in any material respect under, the applicable statutes, ordinances, rules, regulations, orders or decrees of any governmental entities, regulatory agencies or bodies having, asserting or claiming jurisdiction over it or over any part of its respective operations or assets, including, but not limited to, the Black Fox Project in Matheson, Ontario, Canada, other than the Permitted Encumbrances set out in Schedule "F";

(gg)

other than in compliance with applicable law and as disclosed in Schedule "D", neither the Corporation nor any Subsidiary has used any of its property or facilities to generate, manufacture, process, distribute, use, treat, store, dispose of, transport or handle any pollutants, contaminants, chemicals or industrial toxic or hazardous waste or substances ("Hazardous Substances");

(hh)

other than as disclosed in Schedule "D", neither the Corporation nor any Subsidiary has caused or permitted the release, in any manner whatsoever, of any Hazardous Substances on or from any of its properties or assets or any such release on or from a facility owned or operated by third parties but with respect to which the Corporation or any Subsidiary is or may reasonably be alleged to have material liability or has received any notice that it is potentially responsible for a federal, provincial, municipal or local clean-up site or corrective action under any applicable laws, statutes, ordinances, by-laws, regulations or any orders, directions or decisions rendered by any ministry, department or administrative regulatory agency relating to the protection of the environment, occupational health and safety or otherwise relating to dealing with Hazardous Substances;

(ii)

the Corporation and each of the Subsidiaries is insured against such losses and risks and in such amount as are customary in the business in which it is engaged. All policies of insurance insuring the Corporation or any of the Subsidiaries or any of their respective businesses, assets, employees, officers and directors are in full force and effect, and each of the Corporation and its Subsidiaries is in compliance with the terms of such policies in all material respects. There are no claims by the Corporation or any of the Subsidiaries under any such policy or instrument as to which any insurance company is denying liability or defending under a reservation of rights clause;

(jj)

the offer, sale and issuance of the Offered Securities as contemplated by this Agreement will be duly registered under the registration requirements of the U.S. Securities Act and, subject to the accuracy of the representations and warranties of the Purchasers and the Agents, the offer, sale and issuance of the Offered Securities as contemplated by this Agreement will be exempt from the registration or qualifications requirements of the state securities or "blue sky" laws and regulations of any applicable state, other than New York, or other applicable jurisdiction and all other Applicable Securities Laws (other than the U.S. Securities Act);

(kk)

the Common Shares are quoted for trading on AMEX and the Exchange;

(ll)

no order ceasing, halting or suspending trading in securities of the Corporation nor prohibiting the sale of such securities has been issued to and is outstanding against the Corporation or its directors, officers or promoters, and, to the best of the Corporation knowledge, no investigations or proceedings for such purposes are pending or threatened;

(mm)

neither the Corporation nor any subsidiary thereof will have taken any action which would be reasonably expected to result in the delisting or suspension of quotation of the Common Shares on or from the AMEX or the Exchange and the Corporation will have complied, in all material respects, with the rules and regulations of eligibility on AMEX and the Exchange;

(nn)

the Corporation is a "reporting issuer" under section 12 of the Securities Exchange Act of 1934, as amended (the "1934 Act") and is not in default of any of the requirements of the 1934 Act;

(oo)

as of their respective filing dates, each report, schedule, registration statement and proxy filed by the Corporation with the SEC (each, an "SEC Report" and collectively, the "SEC Reports") (and if any SEC Report filed prior to the date of this Agreement was amended or superseded by a filing prior to the date of this Agreement, then also on the date of filing of such amendment or superseding filing), including without limitation of the foregoing, the Registration Statement and the Prospectus as supplemented by the Prospectus Supplement (i) where required, were prepared in all material respects in accordance with the requirements of the U.S. Securities Act, or the U.S. Securities Exchange Act of 1934, as amended, as the case may be, and the rules and regulations promulgated under such Acts applicable to such SEC Reports, (ii) did not contain any untrue statements of a material fact and did not omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and (iii) are all the forms, reports and documents required to be filed by the Corporation with the SEC since the Corporation commenced filing reports with the SEC. The Corporation's subsidiaries are not required to file any reports or other documents with the SEC. Each set of audited consolidated financial statements and unaudited interim financial statements of the Corporation (including any notes thereto) included in the SEC Reports (i) complies as to form in all material respects with the published rules and regulations of the SEC with respect thereto, and (ii) has been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or in the notes thereto) and fairly present, in all material respects, the financial position of the Corporation as of the dates thereof and the results of its operations and cash flows for the periods then ended subject, in the case of the unaudited interim financial statements, to normal year-end adjustments which were not or are not expected to be material in amount. To the Corporation's knowledge, no events or other factual matters exist which would require the Corporation to file any amendments or modifications to any SEC Reports which have not yet been filed with the SEC but which are required to be filed with the SEC pursuant to the U.S. Securities Act or the 1934 Act; and

(pp)

each SEC Report containing financial statements that has been filed with or submitted to the SEC since July 31, 2002, was accompanied by the certifications required to be filed or submitted by the Corporation's chief executive officer and chief financial officer pursuant to the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act"); at the time of filing or submission of each such certification, such certification was true and accurate and complied with the Sarbanes-Oxley Act and the rules and regulations promulgated thereunder; such certifications contain no qualifications or exceptions to the matters certified therein and have not been modified or withdrawn; and neither the Corporation nor any of its officers has received notice from any governmental entity questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certification.

5.

(a)

the Corporation will use all reasonable efforts to maintain its status as a reporting issuer not in default in each of the Offering Jurisdictions in which it is a reporting issuer or equivalent for a period of six-years from the Closing Date;

(b)

the Corporation will use all reasonable efforts to maintain the listing of the Common Shares, including the Flow-Through Shares, on the Exchange and AMEX to the date which is six-years following the Closing Date and will use all reasonable commercial efforts so that the Common Shares underlying the Offered Securities other than the Common Shares underlying the Compensation Units and Agent Warrants, will be listed and posted for trading on the Exchange and AMEX upon their issue;

(c)

the Corporation shall, as soon as practicable, use all reasonable efforts to receive all necessary consents to the transactions contemplated herein; and

(d)

if, at any time prior to the Closing Date, any event occurs known to the Corporation as a result of which the Prospectus as supplemented by the Prospectus Supplement would include any untrue statements of material fact or omit to state any material fact necessary to make the statements therein in light of the circumstances under which they are made not misleading, or if it shall become necessary to amend the Prospectus or the Prospectus Supplement to comply with the U.S. Securities Act or the rules thereunder, the Corporation will give the Agents immediate notice thereof, and the Corporation will promptly prepare and file with the SEC an amendment or supplement to the Prospectus or the Prospectus Supplement which will correct such statement or omission or an amendment to effect such compliance.

6.

(a)

the Corporation will have made and/or obtained the necessary filings, approvals, consents and acceptances of the appropriate regulatory authorities required to be made or obtained by the Corporation in connection with the sale of the Offered Securities to the Purchasers prior to the Time of Closing as herein contemplated, it being understood that the Agents shall do all that is reasonably required to assist the Corporation to fulfil this condition;

(b)

the Corporation's board of directors shall have authorized and approved the execution and delivery of this Agreement and the acceptance of the Subscription Agreements, the allotment, issuance and delivery of the Offered Securities and the creation and issuance of the Compensation Warrants, the filing of the Prospectus Supplement and all matters relating thereto;

(c)

the Corporation shall have accepted one or more Subscription Agreements with the Purchasers;

(d)

the Corporation shall have filed the Prospectus Supplement with the SEC during the period required for such filing by SEC Rule 424(b)(5); and

(e)

the Agents shall have received an opinion, dated as of the Closing, of the Corporation's counsel (it being understood that such counsel may rely to the extent appropriate in the circumstances, (i) as to matters of fact, on certificates of the Corporation executed on its behalf by a senior officer of the Corporation and on certificates of the Transfer Agent, as to the issued capital of the Corporation; and (ii) as to matters of fact not independently established, on certificates of the Corporation's auditors or a public official) with respect to the following matters:

(i)

as to the incorporation and subsistence of the Corporation and each Subsidiary under the laws of its governing jurisdiction and as to the corporate power of the Corporation to carry out its obligations under this Agreement and the Subscription Agreements, and to issue the Offered Securities and the Compensation Warrants;

(ii)

as to the authorized and issued capital of the Corporation;

(iii)

that the Corporation is the registered holder of the percentage of the outstanding shares of each Subsidiary referred to in subsection 4(c) hereof;

(iv)

that the Corporation has all requisite corporate power and authority under the laws of its jurisdiction of incorporation to carry on its business as presently carried on and to own its properties;

(v)

that none of the execution and delivery of this Agreement and the Subscription Agreements, the performance by the Corporation of its obligations hereunder and thereunder, or the sale or issuance of the Offered Securities will conflict with or result in any breach of the constating documents or by-laws of the Corporation;

(vi)

that each of this Agreement and the Subscription Agreements, have been duly authorized and executed and delivered by the Corporation, and constitute a valid and legally binding obligation of the Corporation enforceable against it in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, liquidation, reorganization, moratorium or similar laws affecting the rights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought, and the qualification that the enforceability of rights of indemnity and contribution may be limited by applicable law;

(vii)

that the Offered Securities have been validly issued by the Corporation;

(viii)

that the Flow-Through Shares have been authorized and allotted for issuance and will be validly issued as fully paid and non-assessable securities in the capital of the Corporation;

(ix)

that the Warrant Shares have been authorized and allotted for issuance upon the due exercise of the Warrants in accordance with the provisions thereof, will be validly issued as fully paid and non-assessable securities in the capital of the Corporation;

(x)

that the Compensation Warrants have been duly and validly created and issued by the Corporation;

(xi)

that the Agent Common Shares have been authorized and allotted for issuance upon the due exercise of the Compensation Units in accordance with the provisions thereof, will be validly issued as fully paid and non-assessable securities in the capital of the Corporation;

(xii)

that the Agent Warrants have been authorized and allotted for issuance upon the due exercise of the Compensation Units in accordance with the provisions thereof, will be validly issued as fully paid and non-assessable securities in the capital of the Corporation;

(xiii)

that the Common Shares issuable upon the due exercise of the Agent Warrants have been authorized and allotted for issuance upon the due exercise of the Agent Warrants in accordance with the provisions thereof, will be validly issued as fully paid and non-assessable securities in the capital of the Corporation;

(xiv)

that the issuance and sale by the Corporation of the Flow-Through Units to the Purchasers and the issuance by the Corporation of the Compensation Warrant to the Agents are exempt from the prospectus and registration requirements of Applicable Securities Laws in the Offering Provincial Jurisdictions and no documents are required to be filed (other than specified forms accompanied by requisite filing fees), proceedings taken or approvals, permits, consents or authorizations obtained under the Applicable Securities Laws to permit such issuance and sale;

(xv)

that the Flow-Through Shares and Common Shares are qualified investments for trusts governed by a registered retirement savings plan, a registered retirement income fund, a registered education savings plan or a deferred profit sharing plan under the Income Tax Act (Canada) (the "Tax Act") and the regulation under the Tax Act and, based upon information provided by the Corporation, the common shares at the date of their issue will not constitute "foreign property" for purposes of the Tax Act for persons subject to tax under part XI of the Tax Act; and

(xvi)

as to such other matters as the Agents' legal counsel may reasonably request prior to the Time of Closing;

(f)

the Agents shall have received a legal opinion addressed to the Agents from United States counsel for the Corporation, dated as of Closing, in form and substance satisfactory to the Agents, acting reasonably, with respect to the initial sale of the Offered Securities by the Agents and the Corporation, the conversion of the Offered Securities and the underlying Common Shares when issued and that the Registration Statement has become effective under the U.S. Securities Act; to the best knowledge of such counsel, no stop order suspending the effectiveness of such Registration Statement has been issued; the Prospectus Supplement was filed in the time period required under SEC Rule 424, the Prospectus as supplemented by the Prospectus Supplement comply as to form in all material respects with the applicable requirements of the U.S. Securities Act and rules promulgated pursuant thereto; and such counsel has no reason to believe that the Registration Statement or the Prospectus as supplemented by the Prospectus Supplement include any untrue statements of material fact or omit to state any material fact necessary to make the statements therein in light of the circumstances under which they are made not misleading;

(g)

the Agents shall have received an incumbency certificate dated the Closing Date including specimen signatures of the President and Chief Executive Officer, the Chief Financial Officer and any other officer of the Corporation signing this Agreement or any document delivered hereunder;

(h)

the Agents shall have received a certificate, dated the Closing Date, of the President and Chief Executive Officer and the Chief Financial Officer of the Corporation (or such other officer or officers of the Corporation acceptable to the Agents, acting reasonably), addressed to the Agents and its counsel to the effect that, to the best of their knowledge, information and belief, after due enquiry and without personal liability:

(i)

the representations and warranties of the Corporation in this Agreement are true and correct in all material respects as if made at and as of the Time of Closing and the Corporation has performed all covenants and agreements and satisfied all conditions on its part to be performed or satisfied in all material respects at or prior to the Time of Closing;

(ii)

no order, ruling or determination having the effect of suspending the sale or ceasing, suspending or restricting trading in securities of the Corporation in any of the Offering Jurisdictions has been issued or made by any stock exchange, securities commission or regulatory authority and is continuing in effect and no stop order, ruling or determination having the effect of suspending the effectiveness of the Registration Statement has been issued, and no proceedings, investigations or enquiries for that purpose have been instituted or are pending;

(iii)

the articles and by-laws of the Corporation delivered at Closing are full, true and correct copies, unamended, and in effect on the date thereof;

(iv)

the minutes or other records of various proceedings and actions of the Corporation's board of directors relating to the Offering and delivered at Closing are full, true and correct copies thereof and have not been modified or rescinded as of the date thereof;

(v)

since the date of the Letter Agreement, there has been no material adverse change in the business, affairs, operations, assets, liabilities or capital of the Corporation and the Subsidiaries taken as a whole;

(vi)

none of the documents filed with applicable securities regulatory authorities since December 31, 2001 contained a misrepresentation as at the time the relevant document was filed that has not since been corrected; and

(vii)

the Common Shares underlying the Offered Securities shall have been approved for listing on the Exchange and AMEX, subject only to the official notices of issuance and fulfilment of such other conditions of the Exchange and AMEX as set out in the conditional listing letter;

(i)

the Common Shares underlying the Offered Securities shall have been approved for listing on the Exchange and AMEX, subject only to the official notices of issuance and fulfilment of such other conditions of the Exchange and AMEX as set out in the conditional listing letter;

(j)

the Agents shall have conducted all due diligence inquiries and investigations and not identified any material adverse changes or misrepresentations or any items materially adversely affecting the Corporation's affairs which exist as of the date hereof but which have not been widely disseminated to the public; and

(k)

the Agents shall have received certificates, issued under applicable provisions of the securities laws of the Offering Provincial Jurisdictions stating that the Corporation is not in default under the Applicable Securities Laws of such provinces, respectively.

7.

(a)

there shall have occurred any adverse material change (actual, intended, anticipated or threatened) or the Agents shall have discovered any previously undisclosed adverse material fact (determined by the Agents in its sole discretion) in relation to the Corporation or the Subsidiaries, taken as a whole, which, in the opinion of the Agents, prevents or restricts trading in or the distribution of the Offered Securities or adversely affects or would reasonably be expected to adversely affect the market price or value of the Flow-Through Units and the underlying Flow-Through Shares;

(b)

there shall have occurred any change in the applicable securities laws of any province of Canada or any inquiry, investigation or other proceeding is made or any order is issued under or pursuant to any statute of Canada or any province thereof or any statute of the United States or any state thereof or any stock exchange in relation to the Corporation or any of its securities (except for any inquiry, investigation or other proceeding based upon activities of the Agents and not upon activities of the Corporation) which, in the opinion of the Agents, prevents or restricts trading in or the distribution of the Offered Securities or adversely affects or would reasonably be expected to adversely affect the market price or value of the Flow-Through Units and the underlying Flow-Through Shares;

(c)

if there should develop, occur or come into effect or existence any event, action, state, condition or major financial occurrence or catastrophe, war or act of terrorism of national or international consequence or any law or regulation which, in the reasonable opinion of the Agents, seriously adversely affects or involves, or will seriously adversely affect or involve, the financial markets or the business, operations or affairs of the Corporation and the Subsidiaries, taken as a whole;

(d)

a cease trading order is made by any Securities Commission or other competent authority by reason of the fault of the Corporation or its respective directors, officers and agents and such cease trading order is not rescinded within 48-hours;

(e)

if the Corporation fails to obtain the approval of the Exchange for the conditional listing of any Common Shares underlying the Offered Securities; or

(f)

if the Registration Statement shall cease to be effective with the SEC or a stop order shall be issued with respect to the Registration Statement,

8.

(a)

certificates, duly registered as the Agents may direct, representing the Offered Securities purchased;

(b)

the requisite legal opinions and certificates as contemplated in Section 6 hereof;

(c)

a direction addressed to the Agents directing the Agents to pay the Gross Proceeds less the Agent Fees and the reasonable out-of-pocket expenses of the Agents including the fees and disbursements of counsel to the Agents (including GST), respectively; and

(d)

such further documentation as may be contemplated herein,

9.

10.

(a)

any statement (other than a statement contained in and included in reliance upon and in conformity with written information furnished to the Corporation by the Agents relating to the Agents specifically for use therein) in any document filed by the Corporation or any predecessor thereto with the relevant securities regulatory authorities in Canada since December 31, 2001 including the Registration Statement, the Prospectus, the Prospectus Supplement and all press releases filed on SEDAR, which at the time and in the light of the circumstances under which it was made contains or is alleged to contain a misrepresentation;

(b)

the omission or alleged omission to state in any certificate of the Corporation or of any officers of the Corporation delivered hereunder or pursuant hereto any material fact (other than a material fact omitted in reliance upon and in conformity with written information furnished to the Corporation by the Agents relating to the Agents specifically for use therein) required to be stated therein where such omission or alleged omission constitutes or is alleged to constitute a misrepresentation;

(c)

any order made or any inquiry, investigation or proceeding commenced or threatened by any securities regulatory authority, stock exchange or by any other competent authority based upon any failure or alleged failure to comply with applicable securities laws (other than any failure or alleged failure to comply by the Agents) preventing and restricting the trading in or the sale of the Offered Securities in the provinces of Canada or in the United States or any state thereof;

(d)

the non-compliance or alleged non-compliance by the Corporation with any requirement of Applicable Securities Laws, including the Corporation's non-compliance with any statutory requirement to make any document available for inspection; or

(e)

any breach of any representation, warranty or covenant of the Corporation contained herein or the failure of the Corporation to comply with any of its obligations hereunder,

11.

12.

13.

14.

15.

16.

17.

18.

19.

21.

22.