AGENCY AGREEMENT

 

December 31, 2004

 

Apollo Gold Corporation

4601 DTC Blvd.

Suite 750

Denver, Colorado

U.S.A. 80237-2571

 

 

 

Dear Sirs:

 

In furtherance of a letter agreement (the "Letter Agreement") between Apollo Gold Corporation (the "Corporation") and Regent Mercantile Bancorp Inc. ("Regent" or the "Agent") dated as of December 16, 2004, the Agent hereby agrees to act as sole and exclusive agent for sale by way of a private placement, on a best efforts basis, and pursuant to the Registration Statement, the Base Prospectus and the Prospectus Supplement (all as defined below) in the Non-US Jurisdictions (as defined below) of up to 10,625,000 units (the "Units") of the Corporation, subject to an over-allotment option (the "Over-Allotment") to increase the size of the Offering (as defined below) to 12,500,000 Units at a price of US$0.75 per Unit, each Unit comprised of one common share (a "Common Share") and three-quarters (3/4) of one Common Share purchase warrant (a "Warrant"), each whole Warrant exercisable at US$1.00 per Common Share for up to 24-months following the Closing (as defined below) at which it was issued for gross proceeds of up to US$9,375,000 (the "Offering"). The Over-Allotment will be exercisable by the Agent up to 48-hours prior to the closing time of the Second Closing (as defined below). The Offering shall be conducted in two tranches. The first tranche (the "First Closing") will be completed as of the date of this Agreement. The second tranche (the "Second Closing") will be completed on or about January 25, 2005, or such other date as the Agent and the Corporation may mutually agree.

 

As further set out in Section 2 of this Agreement, as consideration for the services of Regent as exclusive agent in connection with the Offering, the Corporation agrees to pay Regent the Agent Fees (as defined below) equal to 6.5% of the aggregate Gross Proceeds of the Offering, payable on a pro rata basis on the First Closing and on the Second Closing, by certified cheque or bank draft. Also, the Offering will also consist of the Compensation Warrants (as defined below) that are issuable on the Second Closing and are exercisable for a period of 24-months following the Second Closing. The Compensation Warrants will allow the Agent to purchase that number of Units of the Corporation consisting of one Agent Common Share and three-quarters (3/4) of an Agent Warrant ("Compensation Units") which is equal to 10% of the aggregate Units that are placed under the Offering. The exercise price of the Compensation Warrants will be US$0.75.

 

The Units, including the Common Shares and Warrants, as well as the Compensation Warrants are known herein as the "Offered Securities".

 

It is understood that the sale of the Offered Securities will take place (i) in the Province of Ontario (the "Offering Provincial Jurisdiction"); and (ii) in other jurisdictions as may be agreed to by the Corporation, provided that the Corporation is not required to file a prospectus or other disclosure document or become subject to continuing obligations in such other jurisdictions, in each case in accordance with the provisions of this Agreement.

 

 

Unless expressly provided otherwise, where used in this Agreement or any schedule hereto, the following terms shall have the following meanings, respectively:

 

"Affiliates" shall have the meaning in Subsection 1(2) of the Securities Act (Ontario).

 

"Agent" shall have the meaning given on Page 1 hereof.

 

"Agent Common Shares" means the Common Shares of the Corporation issuable upon the exercise of the Compensation Warrants.

 

"Agent Fees" shall have the meaning ascribed thereto in subsection 2(a) of this Agreement.

 

"Agent's Personnel" has the meaning ascribed thereto in Section 10 of this Agreement.

 

"Agent Warrants" means the Warrants issuable upon the exercise of the Compensation Warrants that are exercisable for a period of two-years from the date of the issuance of the Compensation Warrants from which they derived.

 

"Agreement" means this agreement resulting from the acceptance hereof by the Corporation.

 

"AMEX" means the American Stock Exchange.

 

"Applicable Securities Laws" means, collectively, the applicable securities laws of the Offering Jurisdictions, the regulations, rules, rulings and orders made thereunder, the applicable published policy statements issued by the Securities Commissions thereunder and the securities legislation and published policies of such other jurisdiction, the securities laws of which are applicable to the sale of the Offered Securities on the terms and conditions set out in this Agreement.

 

"Base Prospectus" means the prospectus filed with the Registration Statement.

 

"Business Day" shall mean any day except Saturday, Sunday or a statutory holiday in Toronto, Ontario and Denver, Colorado.

 

"Canadian Offering Memorandum" means the Canadian offering memorandum dated the date hereof, which includes the Base Prospectus, the Prospectus Supplement and the Prospectus Supplement Amendment.

 

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"Closing" means the First Closing and/or the Second Closing, as appropriate.

 

"Common Shares" means the common shares in the capital of the Corporation.

 

"Compensation Units" shall have the meaning given on Page 1 hereof.

 

"Compensation Warrants" has the meaning given in Section 2(c) of this Agreement.

 

"Corporation" means Apollo Gold Corporation.

 

"Disclosure Documents" means, collectively, all of the documentation which has been filed by or on behalf of the Corporation or any predecessor thereto since December 31, 2001 with the relevant securities regulatory authorities pursuant to the requirements of Applicable Securities Laws, including all press releases and financial statements filed on SEDAR and all filings with the SEC.

 

"Exchange" means the Toronto Stock Exchange.

 

"Financial Statements" shall have the meaning ascribed thereto in subsection 4(aa) of this Agreement.

 

"First Closing" has the meaning given on Page 1 hereof.

 

"Gross Proceeds" means the gross proceeds raised from the sale of the Offered Securities.

 

"Hazardous Substances" shall have the meaning ascribed thereto in subsection 4(gg) of this Agreement.

 

"Indemnified Party" shall have the meaning ascribed thereto in Section 10 of this Agreement.

 

"Letter Agreement" has the meaning given on Page 1 hereof.

 

"Material Agreement" shall have the meaning ascribed thereto in subsection 4(m) of this Agreement.

 

"material change" means a material change for the purposes of the Applicable Securities Laws or any of them or where undefined under the Applicable Securities Laws of a jurisdiction means a change in the business, operations or capital of the Corporation that would reasonably be expected to have a significant effect on the market price or value of any of the Corporation's securities and includes a decision to implement such a change made by the Corporation's board of directors or by senior management of the Corporation who believe that confirmation of the decision by the board of directors is probable.

 

"material fact" means a material fact for the purposes of the Applicable Securities Laws or any of them or where undefined under the Applicable Securities Laws of a jurisdiction means a fact that significantly affects, or would reasonably be expected to have a significant effect on, the market price or value of the Corporation's securities.

 

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"misrepresentation" means a misrepresentation for the purposes of the Applicable Securities Laws or any of them or where undefined under the Applicable Securities Laws of a jurisdiction means (i) an untrue statement of a material fact, or (ii) an omission to state a material fact that is required to be stated or that is necessary to make a statement that is not misleading in light of the circumstances in which it was made.

 

"Non-US Offering Jurisdictions" means the Offering Jurisdictions other than the United States.

 

"Offered Securities" has the meaning given on Page 1 hereof.

 

"Offering" has the meaning given on Page 1 hereof.

 

"Offering Provincial Jurisdiction" has the meaning given on Page 2 hereof.

 

"Offering Jurisdictions" means the Offering Provincial Jurisdiction where Offered Securities are being sold and any other jurisdiction in which Offered Securities are sold.

 

"person" includes any individual, corporation, limited partnership, general partnership, joint stock company or association, joint venture association, company, trust, bank, trust company, land trust, investment trust, society or other entity, organization, syndicate, whether incorporated or not, trustee, executor or other legal personal representative, and governments and agencies and political subdivisions thereof.

 

"Permitted Encumbrances" means the permitted encumbrances set out in Schedule "F".

 

"Private Placement Exemptions" means (i) in respect of Ontario, the "accredited investor" exemption under section 2.3 of Ontario Securities Commission Rule 45-501 - Exempt Distributions; (ii) in respect of British Columbia and Alberta the "accredited investor" exemption under section 5.1 of Multilateral Instrument 45-103 - Capital Raising Exemptions; and (iii) in respect of the Offering Provincial Jurisdiction other than Ontario, the threshold exemptions available under Applicable Securities Laws of such Offering Provincial Jurisdiction.

 

"Prospectus Supplement" means the prospectus supplement that the Corporation agrees to file with the SEC supplementing the Base Prospectus to register the Units and the securities underlying the Units for distribution to the Subscribers.

 

"Purchasers" means, collectively or individually, those persons or companies who are purchasing the Offered Securities as contemplated herein.

 

"Registration Statement" means the shelf registration statement filed September 22, 2004 Registration No. 333-119198 pursuant to SEC Rule 415 and declared effective on October 5, 2004 that the Corporation filed with the SEC allowing for the sale of up to $100,000,000 of securities of the Corporation.

 

"Regulation D" means Regulation D promulgated by the SEC pursuant to the U.S. Securities Act.

 

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"Regulation S" means Regulation S promulgated by the SEC pursuant to the U.S. Securities Act.

 

"SEC" means the United States Securities and Exchange Commission.

 

"Second Closing" has the meaning given on Page 1 hereof.

 

"Securities Commissions" means the applicable securities regulatory authorities in the Offering Jurisdictions.

 

"Significant Interest Companies" means those companies in which the Corporation holds 10% or more of the outstanding voting securities.

 

"Subscription Agreements" means the subscription agreements to be entered into between the respective Purchasers and the Corporation in respect of the Offering.

 

"Subsidiaries" means, collectively, the subsidiaries of the Corporation the particulars of which are set out in subsection 4(c) hereof and "Subsidiary" means any one of them.

 

"Time of Closing" means time of the First Closing and/or the Second Closing, as appropriate.

 

"Transfer Agent" means CIBC Mellon Trust Company.

 

"Unit" has the meaning given on Page 1 hereof.

 

"Unit Share" means the Common Shares comprising part of the Units.

 

"Unit Warrant Share" means the Common Shares issuable on the exercise of the Warrants.

 

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

 

"U.S. Securities Act" means the United States Securities Act of 1933, as amended.

 

"Warrant" has the meaning given on Page 1 hereof.

 

The division of this Agreement into sections, subsections, paragraphs and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement. Unless something in the subject matter or context is inconsistent therewith, references herein to sections, subsections, paragraphs and other subdivisions are to sections, subsections, paragraphs and other subdivisions of this Agreement. Unless otherwise expressly provided, all amounts expressed herein in terms of money refer to lawful currency of Canada and all payments to be made hereunder shall be made in such currency.

 

If any provision of this Agreement shall be adjudged by a competent authority to be invalid or for any reason unenforceable, such invalidity or unenforceability shall not affect the validity, enforceability or operation of any other provision herein.

 

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The following are the schedules attached to this Agreement, which schedules are deemed to be a part hereof and are hereby incorporated by reference herein:

 

Schedule "A" - INTENTIONALLY DELETED

 

Schedule "B" - List of Options, Warrants and Other Convertible Securities

 

Schedule "C" - List of Subsidiaries

 

Schedule "D" - Exceptions to Representations and Warranties of the Corporation 

 

Schedule "E" - Interest of Insiders in Material Transactions

 

Schedule "F" - Permitted Encumbrances

 

 

 

 

 

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The Agent covenants with the Corporation that it:

 

 

 

 

 

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The Corporation hereby represents and warrants to and with the Agent (on its own behalf and on behalf of each of the Purchasers) that as at the date hereof:

 

 

 

 

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The Corporation acknowledges that the Agent and each of the Purchasers are relying upon such representations and warranties.

 

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The Corporation hereby covenants to and with the Agent (on the Agent's behalf and on behalf of the Purchasers) that:

 

 

 

 

 

 

 

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The following are conditions to the closing of the transactions involving the issuance and sale of the Offered Securities contemplated hereby, which conditions the Corporation covenants to exercise its reasonable best efforts to have fulfilled on or prior to the Time of Closing and which conditions may be waived in writing in whole or in part by the Agent:

 

 

 

 

 

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It is understood that the Agent may waive in whole or in part or extend the time for compliance with any of such terms and conditions without prejudice to its rights in respect of any other of the foregoing terms and conditions or any subsequent breach or non-compliance, provided that to be binding on the Agent any such waiver or extension must be in writing and signed by it.

 

The Corporation agrees that the aforesaid legal opinions and certificates to be delivered at the Time of Closing will also be addressed to the Purchasers and that the Agent may deliver copies thereof to such persons and to any persons who purchase Offered Securities.

 

 

If at any time before the Time of Closing:

 

 

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the obligations of the Agent contained in this Agreement may be terminated by the Agent in its sole discretion.

 

Any termination pursuant to the foregoing provisions shall be effected by notice in writing delivered by the Agent to the Corporation at its address as herein set out. Notwithstanding the giving of any notice of termination hereunder, the expenses agreed to be paid by the Corporation shall be paid by the Corporation as herein provided and the obligations of the Corporation under Sections 9, 10 and 11 hereof shall survive.

 

In the event of a termination pursuant to and in accordance with the provisions hereof and notice having been given, as aforesaid, there will be no further liability on the part of the Agent under this Agreement. The rights of the Agent to terminate its obligations hereunder are in addition to, and without prejudice to, any other remedies it may have.

 

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The First Closing and the Second Closing will be completed at the offices of the Corporation's co-counsel, Fogler, Rubinoff LLP Barristers & Solicitors, 1200-95 Wellington Street West, Toronto-Dominion Centre, Toronto, ON M5J 2Z9, or such other place or places as may be agreed upon by the Corporation and the Agent, provided that if the Corporation has not been able to comply with any of the conditions set forth under Section 6 "Conditions to Closing" prior to the date of Closing may be extended by mutual agreement of the Corporation and the Agent, failing which, the respective obligations of the parties will terminate without further liability or obligation except as set out under Sections 9, 10 and 11 hereof.

 

At Closing, the Corporation shall deliver to the Agent:

 

 

 

 

 

against payment of the purchase price for the Offered Securities by certified cheque, bank draft or other acceptable electronic means, to the Corporation as contemplated herein.

 

All representations and warranties contained herein and all of the covenants and agreements of the Corporation herein, to the extent that they are required to be performed on or before Closing, shall be construed as conditions and any breach or failure to comply with any thereof shall entitle the Agent, at its option, in addition to and not in lieu of any other remedies the Agent has in respect thereof, to terminate and cancel its obligations hereunder by written notice to that effect given to the Corporation prior to the Time of Closing on the First Closing Date and on the Second Closing Date, as appropriate. It is understood that the Agent may waive in whole or in part or extend the time for compliance with any such terms and conditions without prejudice to its rights in respect of any other terms and conditions or any other or subsequent breach or non-compliance, provided that to be binding on the Agent any such waiver or extension must be in writing and signed by the Agent.

 

 

Whether or not Closing occurs, the Corporation shall pay all costs and expenses of, or incidental to, the Offering, including, without limitation, the costs and filing fees with respect to the private placement of the Offered Securities, the listing of the Listed Shares on the Exchange, the cost of printing the certificates representing the Listed Shares, the cost of registration and delivery of such certificates, and the reasonable fees and expenses of each of the Corporation's auditors, legal counsel and local legal counsel in connection with the Offering. The reasonable legal fees of the Agent's legal counsel up to a maximum of US$50,000 (such maximum not to include disbursements and applicable GST); and the Agent's reasonable out-of-pocket expenses shall be paid at Closing by the Corporation to the Agent upon written advice from the Agent as to such costs and expenses in a form acceptable to the Corporation, acting reasonably.

 

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In the event the Corporation withdraws from or terminates the Offering as the result of entering into an alternative financing arrangement or a proposed or contemplated merger, amalgamation, reorganization, plan of arrangement, take-over bid or other similar transaction involving the Corporation or a sale of all or substantially all of the assets of the Corporation (collectively, an "Alternative Transaction"), the Corporation will pay to the Agent the commission outlined above in Section 2 that would be otherwise payable pursuant to the terms of this Agreement if the offering were for US$9,375,000.

 

 

The Corporation agrees to indemnify and hold harmless Regent and each of the affiliates, directors, officers, agents and employees of the Agent(s) and its affiliates, to the full extent lawful, from and against any actions or claims (collectively, the "Claims"), including actions by shareholders, and all related damages, liabilities and losses, other than lost profits or remuneration or other costs of personnel, and including any reasonable amount paid with the consent of the Corporation, not to be unreasonably withheld, to settle a Claim, related to or arising out of such engagement or Regent's role in connection therewith, and will reimburse Regent and any other party entitled to be indemnified hereunder for all expenses (other than remuneration or other cost of personnel, or expenses in the nature of overhead but including the fees of counsel to Regent on a solicitor and client basis as set forth below) reasonably incurred by it or any such other Indemnified Party in connection with investigating, preparing or defending any such Claim, whether or not in connection with pending or threatened litigation to which it is a party. The Corporation will not be responsible for any Claims or expenses associated therewith which are finally judicially determined to have resulted from the willful misconduct, bad faith or gross negligence of any Indemnified Party hereunder. The Corporation also agrees that neither Regent nor any of its affiliates, nor any officer, director, employee or agent of Regent or any of its affiliates, nor any person controlling Regent nor any of its affiliates, shall have any liability to the Corporation for or in connection with such engagement except as a result of Regent's willful misconduct, bad faith or gross negligence. The foregoing agreement shall be in addition to any rights that the Agent or any Indemnified Party may have at common law or otherwise in connection with the transactions contemplated hereby including, without limitation, the following:

 

 

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and will reimburse the Agent promptly upon demand for any legal or other expenses reasonably incurred by it in connection with investigating or defending any such losses, claims, damages, liabilities or actions in respect thereof, as incurred.

 

The Corporation shall not pursuant to this indemnity be obliged in any event to pay, as regards any particular Claim or series of related Claims, the fees and disbursements of more than one counsel in addition to those of its own counsel.

 

The Agent covenant and agree that each shall use its reasonable efforts to co-operate fully with the Corporation in the investigation and defence of any Claim or potential Claim and to cause any other Indemnified Party to so cooperate. To the extent that any party entitled to be indemnified hereunder is not a party to this indemnity agreement, Regent shall obtain and hold the rights and benefits of these agreements in trust for and on behalf of such party.

 

Promptly after receipt by the Agent or any other Indemnified Party of notice of or the communication of any Claim or of any fact which reasonably might give rise to any Claim, the Agent or such other party shall notify the Corporation in writing of such Claim or facts and the Corporation shall assume the investigation and defence or contestation thereof and shall employ counsel satisfactory to the Agent, acting reasonably, and neither the Agent nor such other party shall incur any expense as regards such Claim or facts, including any investigation for which the Corporation would be liable to indemnify without the Corporation's prior written consent which shall not be unreasonably withheld. Notwithstanding the preceding sentence the Agent will be entitled to employ counsel separate from counsel to the Corporation or to any other party in such action if the Agent, acting reasonably, determines that a conflict of interest exists which makes representations by counsel chosen by the Corporation not advisable or that it is likely that such a conflict of interest will develop.

 

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The Corporation shall not, without the prior written consent of the Agent, which shall not be unreasonably withheld, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought hereunder (whether or not the Agent or any Agent's Personnel are a party to such claim, action, suit or proceeding), unless such settlement, compromise or consent includes an unconditional release of the Agent and all Agent's Personnel from all liability arising out of such claim, action, suit or proceeding.

 

Notwithstanding the foregoing, an indemnifying party shall not be liable for the settlement of any claim or action in respect of which indemnity may be sought hereunder effected without its written consent, which consent shall not be unreasonably withheld.

 

If any matter or thing contemplated by this section shall be asserted against any person in respect of which indemnification is or might reasonably be considered to be provided, such person (the "Indemnified Party") will notify the Corporation as soon as possible and in any event on a timely basis, of the nature of such claim and the Corporation shall be entitled (but not required) to assume the defence of any suit brought to enforce such claim; provided, however, that the defence shall be through legal counsel acceptable to the Indemnified Party, acting reasonably, and that no settlement may be made by the Corporation or the Indemnified Party without the prior written consent of the other.

 

To the extent that any Indemnified Party is not a party to this Agreement, the Agent shall obtain and hold the right and benefit of the indemnity provisions hereunder in trust for and on behalf of such Indemnified Party.

 

 

In the event that the indemnity provided for above is, for any reason, illegal or unenforceable as being contrary to public policy or for any other reason, each of the Agent and the Corporation shall contribute to the aggregate of all losses, claims, costs, damages, expenses or liabilities (including any legal or other expenses reasonably incurred by the Indemnified Party in connection with investigating or defending any action or claim which is the subject of this section but excluding loss of profits or consequential damages) of the nature provided for above such that the Agent shall be responsible for that portion represented by the percentage that the Agent Fees paid by the Corporation to the Agent bears to the Gross Proceeds realized from the sale of the Offered Securities and the Corporation shall be responsible for the balance, whether or not it has been sued, provided that, in no event, shall an Agent be responsible for any amount in excess of the amount of the Agent Fees actually received by it. In the event that the Corporation may be held to be entitled to contribution from the Agent under the provisions of any statute or law, the Corporation shall be limited to contribution in an amount not exceeding the lesser of: (i) the portion of the full amount of losses, claims, costs, damages, expenses and liabilities, giving rise to such contribution for which the Agent is responsible, as determined above, and (ii) the amount of the Agent Fees actually received by the Agent. Notwithstanding the foregoing, a party guilty of fraudulent misrepresentation shall not be entitled to contribution from the other party. Any party entitled to contribution will, promptly after receiving notice of commencement of any claim, action, suit or proceeding against such party in respect of which a claim for contribution may be made against the other party under this section, notify such party from whom contribution may be sought. In no case shall such party from whom contribution may be sought be liable under this Agreement unless such notice has been provided, but the omission to so notify such party shall not relieve the party from whom contribution may be sought from any other obligation it may have otherwise than under this section.

 

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The rights to indemnity and contribution provided in this Agreement shall be in addition and not in derogation of any other right to indemnity or contribution which the Agent or the Corporation may have by statute or otherwise by law.

 

 

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INTENTIONALLY DELETED.

 

 

Any notice or other communication to be given by delivery or by facsimile hereunder shall, in the case of notice to the Corporation, be addressed to the Corporation at the address appearing on page 1 of this Agreement, Attention: R. David Russell, Chief Executive Officer, Facsimile No ###-###-####, and in the case of notice to the Agent:

 

Regent Mercantile Bancorp Inc.

105 Adelaide Street West

Suite 904

Toronto, Ontario M5H 1P9

 

Attention: J. Jay Jaski, Chairman & CEO

Facsimile No.: 416 ###-###-####; and

 

and if so given, shall be deemed to have been given and received upon receipt by the addressee or a responsible officer of the addressee if delivered, or one hour after being telecopied and receipt confirmed during normal business hours, as the case may be. Any party may, at any time, give notice in writing to the others in the manner provided for above of any change of address or facsimile number.

 

 

Time shall be of the essence of this Agreement and every part hereof.

 

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Each of the parties hereto shall cause to be done all such acts and things or execute or cause to be executed all such documents, agreements and other instruments as may reasonably be necessary or desirable for the purposes of carrying out the provisions and intent of this Agreement.

 

 

Except as contemplated herein, no party hereto may assign this Agreement or any part hereof without the prior written consent of the other parties hereto. Subject to the foregoing, this agreement shall enure to the benefit of, and shall be binding upon, the Corporation and the Agent and its respective successors and legal representatives, and nothing expressed or mentioned in this Agreement is intended or shall be construed to give any other person any legal or equitable right, remedy or claim under or in respect of this Agreement, or any provisions contained in this Agreement, this Agreement and all conditions and provisions of this Agreement being intended to be and being for the sole and exclusive benefit of such persons and for the benefit of no other person except that the covenants and indemnities of the Corporation set out under the heading "Indemnity" shall also be for the benefit of the Agent's Personnel.

 

 

This Agreement may be executed in any number of counterparts, each of which when delivered shall be deemed to be an original and all of which together shall constitute one and the same document.

 

 

The provisions herein contained constitute the entire agreement between the parties relating to the Offering and supersede all previous communications, representations, understandings and agreements between the parties including, but not limited to, the Letter Agreement, with respect to the subject matter hereof whether verbal or written.

 

 

This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

 

 

All warranties, representations, covenants, indemnities and agreements of the Corporation herein contained or contained in documents submitted or required to be submitted pursuant to this Agreement shall survive the purchase by the Purchasers of the Offered Securities and shall continue in full force and effect for the benefit of the Agent for a period of two-years.

 

 

The parties hereto confirm their express wish that this Agreement and all documents and agreements directly or indirectly relating thereto be drawn up in the English language.

 

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Les parties reconnaissent leur volonté express que la présente convention ainsi que tous les documents et contrats s'y rattachant directement ou indirectement soient rédigés en anglais.

 

 

The Corporation and the Agent shall be entitled to rely on delivery by facsimile of an executed copy of this Agreement and acceptance by the Corporation and the Agent of that delivery shall be legally effective to create a valid and binding agreement between the Corporation and the Agent in accordance with the terms of this Agreement.

 

 

If this letter accurately reflects the terms of the transaction which we are to enter into and if such terms are agreed to by the Corporation, please communicate acceptance by executing where indicated below and returning a signed copy of this Agreement to the Agent.

 

Yours very truly,

 

 

Per:		/s/ J. Jay Jaski
		Name:    J. Jay Jaski
		Title:      Chairman and CEO

 

The foregoing accurately reflects the terms of the transaction which we are to enter into and such terms are agreed to with effect as of the date provided at the top of the first page of this Agreement.