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<SEC-DOCUMENT>0001062993-10-003403.txt : 20101019
<SEC-HEADER>0001062993-10-003403.hdr.sgml : 20101019
<ACCEPTANCE-DATETIME>20101018212718
ACCESSION NUMBER:		0001062993-10-003403
CONFORMED SUBMISSION TYPE:	6-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20101018
FILED AS OF DATE:		20101019
DATE AS OF CHANGE:		20101018

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			TASEKO MINES LTD
		CENTRAL INDEX KEY:			0000878518
		STANDARD INDUSTRIAL CLASSIFICATION:	GOLD & SILVER ORES [1040]
		IRS NUMBER:				000000000
		STATE OF INCORPORATION:			A1
		FISCAL YEAR END:			0930

	FILING VALUES:
		FORM TYPE:		6-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-31965
		FILM NUMBER:		101129011

	BUSINESS ADDRESS:	
		STREET 1:		SUITE 1020
		STREET 2:		800 WEST PENDER STREET
		CITY:			VANCOUVER
		STATE:			A1
		ZIP:			V6C 2V6
		BUSINESS PHONE:		604-684-6365

	MAIL ADDRESS:	
		STREET 1:		SUITE 1020
		STREET 2:		800 WEST PENDER STREET
		CITY:			VANCOUVER
		STATE:			A1
		ZIP:			V6C 2V6
</SEC-HEADER>
<DOCUMENT>
<TYPE>6-K
<SEQUENCE>1
<FILENAME>form6k.htm
<DESCRIPTION>FORM 6-K
<TEXT>
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<P align=center><B><FONT size=5>UNITED STATES</FONT><BR></B><B><FONT
size=5>SECURITIES AND EXCHANGE COMMISSION </FONT><BR>Washington, D.C.
20549</B></P>
<P align=center><B><FONT size=5>FORM 6-K</FONT></B></P>
<P align=center>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>REPORT OF FOREIGN PRIVATE
ISSUER </B></P>
<P align=center><B>PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE
ACT OF 1934</B></P>
<P align=center>For the month of <B>October, 2010</B></P>
<P align=center>Commission File No. <B>001-31965</B></P>
<P align=center><B><U><FONT size=5>TASEKO MINES
LIMITED<BR></FONT></U></B>(Translation of registrant's name into English)</P>
<P align=center>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>905 West Pender Street, Suite
300 <BR></B><B><U>Vancouver, British Columbia V6C 1L6<BR></U></B>(Address of
principal executive office)</P>
<P align=center>Indicate by check mark whether the registrant files or will file
annual reports under cover of Form 20-F or Form 40-F</P>
<P align=center>Form 20-F [ ]&nbsp;&nbsp;&nbsp; Form 40-F [ X ]</P>
<P align=center>Indicate by check mark if the registrant is submitting the Form
6-K in paper as permitted by Regulation S-T Rule 101(b)(1) [ ]</P>
<P align=center>Indicate by check mark if the registrant is submitting the Form
6-K in paper as permitted by Regulation S-T Rule 101(b)(7) [ ]</P>
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<P align=center><B>DOCUMENTS FURNISHED</B></P>
<P align=justify>See the Exhibit Index hereto for a list of the documents
furnished herewith and forming part of this Form 6-K.</P>
<P align=center><B>INCORPORATION BY REFERENCE</B></P>
<P align=justify>Exhibit 99.1 to this Form 6-K is hereby incorporated by
reference as an exhibit to the Registration Statement on Form F-10 (File No.
333-169469) of Taseko Mines Ltd.</P>
<P align=center><B>SIGNATURES</B></P>
<P align=justify>Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.</P>
<P align=justify>Date: October 18, 2010</P>
<P align=justify><B>TASEKO MINES LIMITED</B></P>
<P align=justify><U>/s/Trevor
Thomas&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
</U><BR>Trevor Thomas <BR>Corporate Secretary</P>
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<P align=center><B>EXHIBIT INDEX</B></P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0>

  <TR vAlign=top>
    <TD style="BORDER-BOTTOM: #000000 1px solid" align=left
      ><B>Exhibit</B> </TD>
    <TD align=left width="1%"  >&nbsp;</TD>
    <TD style="BORDER-BOTTOM: #000000 1px solid" align=left width="91%">&nbsp;
      &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;
      &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;
      &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;
      &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;
      &nbsp; &nbsp; &nbsp; &nbsp;<B>Description</B> </TD></TR>
  <TR>
    <TD >&nbsp; </TD>
    <TD width="1%"  >&nbsp;</TD>
    <TD width="91%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left bgColor=#eeeeee ><a href="exhibit99-1.htm">99.1 </a></TD>
    <TD align=left width="1%"  bgColor=#eeeeee ><a href="exhibit99-1.htm"></a></TD>
    <TD align=left width="91%" bgColor=#eeeeee><a href="exhibit99-1.htm">At The Market Issuance
      Agreement between Taseko Mines Ltd. and McNicoll Lewis &amp; Vlak LLC
      dated October 18, 2010 </a></TD>
  </TR></TABLE>
<BR>
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</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>exhibit99-1.htm
<DESCRIPTION>AT THE MARKET ISSUANCE AGREEMENT BETWEEN TASEKO MINES LTD. AND MCNICOLL LEWIS & VLAK LLC DATED OCTOBER 18, 2010
<TEXT>



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   <TITLE>Taseko Mines Limited - Exhibit 99.1 - Filed by newsfilecorp.com</TITLE>
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<P align=center><B>TASEKO MINES LIMITED</B><BR>
  <B>Common Shares </B></P>
<P align=center><B>AT THE MARKET ISSUANCE AGREEMENT</B></P>
<P align=right>October 18, 2010<BR></P>
<P align=justify>MCNICOLL LEWIS &amp; VLAK LLC<BR>The Graybar Building <BR>420
Lexington Avenue, Suite 628 <BR>New York, NY 10170 <BR>
  Ladies and Gentlemen: </P>
<P
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;TASEKO
MINES LIMITED (the &#147;<B>Company</B>&#148;), a corporation continued under the Business
Corporations Act (British Columbia) (the<B> </B>&#147;<B>BCA</B>&#148;), confirms its
agreement (this &#147;<B>Agreement</B>&#148;) with MCNICOLL LEWIS &amp; VLAK LLC
(&#147;<B>MLV</B>&#148;), as follows: </P>
<P
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Issuance
and Sale of Shares</U>. The Company agrees that, from time to time during the
term of this Agreement, on the terms and subject to the conditions set forth
herein, it may issue and sell through MLV, acting as agent and/or principal,
common shares (the &#147;<B>Placement Shares</B>&#148;) of the Company (the &#147;<B>Common
Shares</B>&#148;) up to the lesser of (i) the amount authorized for offer and sale
under the Registration Statement (defined below) and (ii) the amount authorized
by the Company from time to time to be issued and sold under this Agreement;
provided, however, that with respect to &#147;at-the-market distributions&#148; of
Placement Shares, the market value of the Placement Shares distributed under any
single Prospectus Supplement (defined below) shall not exceed 10% of the
aggregate market value of the Company&#146;s outstanding Common Shares as of the date
specified in Section 9.1 of National Instrument 44-102 <I>Shelf
Distributions</I> (&#147;<B>NI-44-102</B>&#148;), which shall be calculated in accordance with Section 9.2
of NI-44-102 (the<B> </B>&#147;<B>Maximum Amount</B>&#148;). Notwithstanding anything to
the contrary contained herein, the parties hereto agree that compliance with the
limitation set forth in this Section 1 and Section 9.1 of NI 44-102 on the
Maximum Amount of Placement Shares issued and sold under this Agreement shall be
the sole responsibility of the Company, and MLV shall have no obligation in
connection with such compliance, provided that MLV strictly follows the trading
instructions provided pursuant to any Placement Notice (defined below). The
issuance and sale of Placement Shares through MLV will be effected pursuant to
the Registration Statement (as defined below) filed by the Company and declared
effective by the Securities and Exchange Commission (the &#147;<B>Commission</B>&#148;).</P>
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<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>Placements</u>.
Each time that the Company wishes to issue and sell the Placement Shares
hereunder (each, a &#147;<b>Placement</b>&#148;), it will notify MLV by email notice (if
receipt of such correspondence is actually acknowledged by any of the
individuals to whom the notice is sent, other than via auto-reply) (or other
method mutually agreed to in writing by the parties) (a &#147;<b>Placement
Notice</b>&#148;) containing the parameters in accordance with which it desires the
Placement Shares to be sold, which shall at a minimum include the number of
Placement Shares to be issued, the time period during which sales are requested
to be made, any limitation on the number of Placement Shares that may be sold in
any one Trading Day (as defined in Section 3) and any minimum price below which sales may not be made, a form
of which containing such minimum sales parameters necessary is attached hereto
as<B> Exhibit A</B>. The Placement Notice shall originate from any of the
individuals from the Company set forth in<B> Exhibit B</B> (with a copy to each
of the other individuals from the Company listed on such schedule), and shall be
addressed to each of the individuals from MLV and at the email addresses or
other contact details, as applicable, set forth in<B> Exhibit B</B>, as such
<B>Exhibit B</B> may be amended from time to time. The Placement Notice shall be
effective upon receipt by MLV, acknowledged by MLV to the Company, unless and
until (i) in accordance with the notice requirements set forth in Section 4, MLV
declines to accept the terms contained therein for any reason, in its sole
discretion, (ii) the entire amount of the Placement Shares under such Placement
Notice or the Maximum Amount under this Agreement have been sold, (iii) in
accordance with the notice requirements set forth in Section 4, the Company
suspends or terminates the Placement Notice, (iv) the Company issues a
subsequent Placement Notice with parameters superseding those on the earlier
dated Placement Notice, (v) MLV declines to continue to make sales under an
existing Placement Notice, for any reason, in its sole discretion, or (vi) the
Agreement has been terminated under the provisions of Section 11. The amount of
any discount, commission or other compensation to be paid by the Company to MLV
in connection with the sale of the Placement Shares shall be calculated in
accordance with the terms set forth in<B> Exhibit C</B>. It is expressly
acknowledged and agreed that neither the Company nor MLV will have any
obligation whatsoever with respect to a Placement Notice or any Placement Shares
unless and until the Company delivers a Placement Notice to MLV and MLV does not
decline such Placement Notice pursuant to the terms set forth above, and then
only upon the terms specified therein and herein. </P>
<P
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<U>Sale of Placement Shares by MLV</U>. Subject to the terms and conditions
herein set forth, upon the Company&#146;s issuance of a Placement Notice, and unless
the sale of the Placement Shares described therein has been declined, suspended,
or otherwise terminated in accordance with the terms of this Agreement, MLV, for
the period specified in the Placement Notice, will use its commercially
reasonable efforts consistent with its customary trading and sales practices and
applicable state and federal laws, rules and regulations and, if applicable, the
rules of the NYSE Amex (&#147;<B>Amex</B>&#148; and, together with the Toronto Stock
Exchange (&#147;<B>TSX</B>&#148;), the &#147;<B>Exchanges</B>&#148;), to sell such Placement Shares
up to the amount specified, and otherwise in accordance with the terms of such
Placement Notice. MLV will provide written confirmation to the Company
(including by email correspondence) no later than the opening of the Trading Day
(as defined below) next following the Trading Day on which it has made sales of
Placement Shares hereunder setting forth the number of Placement Shares sold on
such day, the compensation payable by the Company to MLV pursuant to Section 2
with respect to such sales, and the Net Proceeds (as defined below) payable to
the Company, with an itemization of deductions made by MLV (as set forth in
Section 5(a)) from gross proceeds for the Placement Shares that it receives from
such sales. MLV may sell Placement Shares by any method permitted by law deemed
to be an &#147;at the market distribution&#148; as defined in NI 44-102, including,
without limitation, sales made directly on Amex, or on any other pre-existing
trading market for the Common Shares in the United States. During the term of
this Agreement and notwithstanding anything to the contrary herein, MLV agrees
that in no event will it or any MLV Affiliate engage in any market making,
bidding, stabilization or other trading activity with regard to the Common
Shares if such activity would be prohibited under Regulation M or other
anti-manipulation rules under the Exchange Act. For the purposes hereof,
&#147;<B>Trading Day</B>&#148; means any day on which the Common Shares are purchased and sold on the
principal market in the United States on which the Common Shares are listed or
quoted. </P>
<P align=center>2</P>
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<P
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<U>Suspension of Sales</U>. The Company or MLV may, upon notice to the other
party in writing (including by email correspondence to each of the individuals
of the other party set forth in<B> Exhibit B</B>, if receipt of such
correspondence is actually acknowledged by any of the individuals to whom the
notice is sent, other than via auto-reply) or by telephone (confirmed
immediately by verifiable facsimile transmission or email correspondence to each
of the individuals of the other party set forth in<B> Exhibit B</B> ), suspend
any sale of Placement Shares; <I>provided, however</I>, that such suspension
shall not affect or impair either party&#146;s obligations with respect to any
Placement Shares sold hereunder prior to the receipt of such notice. Each of the
Parties agrees that no such notice under this Section 4 shall be effective
against the other unless it is made to and acknowledged by one of the
individuals named in<B> Exhibit B</B> hereto, as such schedule may be amended
from time to time. </P>
<P
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<U>Representations and Warranties of the Company</U>. The Company represents and
warrants to, and agrees with, MLV that as of each Representation Date (as
defined in Section 7(1) and Applicable Time (as defined in Section 19(c)): </P>
<P style="MARGIN-LEFT: 5%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Short
Form Prospectus. </I>The Company has prepared and filed with the British
Columbia Securities Commission (the &#147;<B>BCSC</B>&#148;) and the other Canadian
provincial securities regulatory authorities (other than Quebec) (the BCSC<B>
</B>and such other regulatory authorities, collectively, the &#147;<B>Canadian
Commissions</B>&#148;), a final short form base shelf prospectus dated October 8,
2010 relating to the offering of up to an aggregate $300,000,000 of Common
Shares, warrants, subscription receipts, units and debt securities comprising
any combination thereof (together with any documents incorporated therein by
reference, and any supplements or amendments thereto (the &#147;<B>Canadian Base
Prospectus</B>&#148;) in accordance with the Securities Act (British Columbia) and
the rules, regulations and orders made thereunder (collectively, the
<B>&#147;Canadian Securities Laws&#148;</B>). The Company has prepared the Canadian Base
Prospectus pursuant to National Instrument 44-101<I> Short Form Prospectus
Distributions</I> and NI 44-102 (together, the &#147;<B>Shelf Procedures</B>&#148;). The
Company has obtained from the BCSC a receipt for the Canadian Base Prospectus (a
&#147;<B>Final Receipt</B>&#148;). </P>
<P style="MARGIN-LEFT: 5%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<I>U.S. Base Prospectus</I>. The Company has prepared and filed with the U.S.
Securities and Exchange Commission (the &#147;<B>Commission</B>&#148;) pursuant to the
Canada/U.S. Multi-Jurisdictional Disclosure System adopted by the Canadian
Commissions and the Commission (the &#147;<B>MJDS</B>&#148;), a registration statement on
Form F-10 (Registration No. 333-169469) registering the offering and sale of
Common Shares, warrants, subscription receipts, units and debt securities
comprising any combination thereof under the U.S. Securities Act of 1933, as
amended (together with the rules and regulations thereunder, the &#147;<B>Securities
Act</B>&#148;), including the Canadian Base Prospectus (together with any documents
incorporated therein by reference, any supplements or amendments thereto and
with such deletions therefrom and additions or changes thereto as are permitted
or required by Form F-10 and the applicable rules and regulations of the
Commission (the &#147;<B>Rules and Regulations</B>&#148;)) (the &#147;<B>U.S. Base
Prospectus</B>&#148;). TheCanadian Base Prospectus and the U.S.
Base Prospectus are hereinafter collectively sometimes referred to as the
&#147;<b>Base Prospectuses</b>.&#148; </P>
<P align=center>3</P>
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<P style="MARGIN-LEFT: 5%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Prospectus
Supplements. </I>The Company has filed (i) with the BCSC, in accordance with the
Shelf Procedures, a prospectus supplement setting forth the Shelf Information
(as defined below) (including any documents incorporated therein by reference
and any supplements or amendments thereto, the &#147;<B>Canadian Prospectus
Supplement</B>&#148;), and (ii) with the Commission, the Canadian Prospectus
Supplement (with such deletions therefrom and additions or changes thereto as
are permitted or required by Form F-10 and the applicable Rules and Regulations,
the &#147;<B>U.S. Prospectus Supplement</B>&#148;). The information, if any, included in
the Canadian Prospectus Supplement that is omitted from the Canadian Base
Prospectus for which a Final Receipt has been obtained from the BCSC, but that
is deemed under the Shelf Procedures to be incorporated by reference into the
Canadian Base Prospectus as of each Applicable Time, is referred to herein as
the &#147;<B>Shelf Information</B>.&#148; The U.S. Prospectus Supplement and the Canadian
Prospectus Supplement are hereinafter collectively sometimes referred to as the
&#147;<B>Prospectus Supplements</B>.&#148; </P>
<P style="MARGIN-LEFT: 5%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Registration
Statement. </I>The registration statement on Form F-10, including the exhibits
thereto and the documents incorporated by reference therein and including the
U.S. Prospectus (as defined below), as amended or supplemented in connection
with the execution and delivery of this Agreement, is herein called the
&#147;<B>Registration Statement</B>.&#148; Any reference to any amendment or supplement to
the Registration Statement or the U.S. Prospectus shall be deemed to refer to
and include any documents filed with the BCSC and the Commission after the
effectiveness of such Registration Statement or the date of such U.S. Prospectus
and prior to the termination of this offering and which are incorporated by
reference in such Registration Statement or U.S. Prospectus. The term
&#147;<B>Canadian Prospectus</B>&#148; shall refer to the Canadian Base Prospectus, as
supplemented by any Canadian Prospectus Supplement relating to the Placement
Shares, including, in each case, the documents incorporated by reference
therein. The term &#147;<B>U.S. Prospectus</B>&#148; shall refer to the U.S. Base
Prospectus, as supplemented by any U.S. Prospectus Supplement relating to the
Placement Shares, including, in each case, the documents incorporated by
reference therein. Any amendment to the Canadian Prospectus, and any amended or
supplemented prospectus or auxiliary material, information, evidence, return,
report, application, statement or document that may be filed by or on behalf of
the Company under the Canadian Securities Laws prior to the termination of this
offering or, any such document deemed to be incorporated by reference into the
Canadian Prospectus, prior to the termination of this offering, is referred to
herein collectively as the &#147;<B>Supplementary Material</B>.&#148; The U.S. Prospectus
and the Canadian Prospectus are hereinafter collectively sometimes referred to
as the &#147;<B>Prospectuses</B>.&#148; For purposes of this Agreement, all references to
the Registration Statement, the U.S. Prospectus or to any amendment or
supplement thereto shall be deemed to include any copy filed with the Commission
pursuant to either the Electronic Data Gathering Analysis and Retrieval System
or Interactive Data Electronic Applications (collectively &#147;<B>IDEA</B>&#148;). </P>
<P align=center>4</P>
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<P style="MARGIN-LEFT: 5%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<I>Foreign Private Issuer. </I>The Company is a &#147;foreign private issuer&#148;(as
defined in Rule 405 under the Securities Act) and meets the requirements for use
of Form F-10 under the Securities Act and is eligible for the use of the Shelf
Procedures under Canadian Securities Laws; no order suspending the trading or
distribution of the Common Shares has been issued by a Canadian Commission and
no proceedings, for that purpose, have been instituted or are pending or, to the
Company&#146;s knowledge, are contemplated by a Canadian Commission; no stop order
suspending the effectiveness of the Registration Statement has been issued by
the Commission and no proceedings for that purpose have been instituted or are
pending or to the Company&#146;s knowledge, are contemplated by the Commission; the
Registration Statement, including the U.S. Base Prospectus and such amendments
to such Registration Statement as may have been required to the date of this
Agreement, has been prepared by the Company under the provisions of the
Securities Act and has been filed with the Commission; pursuant to Rule 467(b)
under the Securities Act, the Registration Statement became effective on October
13, 2010 (the &#147;<B>Effective Date</B>&#148;); copies of the Registration Statement,
including amendments thereof, have been delivered to MLV, other than the
Canadian Prospectus Supplement and U.S. Prospectus Supplement; there are no
reports or information that must be filed or made publicly available in
connection with the listing of the Placement Shares, on the Exchanges (other
than routine post-closing filings) that have not been filed or made publicly
available as required, other than the Canadian Prospectus Supplement, there are
no documents required to be filed with any Canadian Commission in connection
with the Canadian Base Prospectus, the Canadian Prospectus Supplement or the
Canadian Prospectus that have not been filed as required. </P>
<P style="MARGIN-LEFT: 5%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Canadian
and U.S. Securities Laws. </I>On the date any Canadian Prospectus Supplement was
filed with the BCSC and the date any U.S. Prospectus Supplement was filed with
the Commission, and at each Applicable Time (A) the Canadian Prospectus,
together with any Supplementary Material, as of the date thereof, did and will
comply with the requirements of the Canadian Securities Laws pursuant to which
it has been filed and did and will provide full, true and plain disclosure of
all material facts (as defined in the Canadian Securities Laws) relating to the
Company and its subsidiaries (as defined below) (taken as a whole) and to the
Placement Shares and did not and will not contain any misrepresentation (as
defined in the Canadian Securities Laws), and (B) the U.S. Prospectus did and
will conform to the Canadian Prospectus except for such deletions or changes
therefrom and additions thereto as are permitted or required by Form F-10 and
the Rules and Regulations. </P>
<P style="MARGIN-LEFT: 5%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>No
Stop Order. </I>The Commission has not issued an order preventing or suspending
the use of the U.S. Base Prospectus, any Free Writing Prospectus (as defined
below) or the U.S. Prospectus relating to the proposed offering of the Placement
Shares and no proceedings for such purpose have been instituted or are pending
or, to the Company&#146;s knowledge, are contemplated or threatened by the
Commission. The U.S. Prospectus delivered to MLV for use in connection with the
offering of Placement Shares was, at the time of such delivery, identical in all
material respects to the electronically transmitted copies thereof filed with
the Commission pursuant to IDEA, except to the extent permitted by Regulation
S-T. At the respective times each part of the Registration Statement and each
amendment thereto became effective the Registration Statement complied in all
material respects with the applicable requirements of the Securities Act and did
not contain an untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein
not misleading. The immediately preceding sentence does not apply to statements
in or omissions from the Registration Statement or any amendments or supplements
thereto based upon and in conformity with written information furnished to the
Company by MLV specifically for use therein. </P>
<P align=center>5</P>
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<P style="MARGIN-LEFT: 5%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(h)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Delivery
of Offering Materials</I>. The Company has delivered to MLV, or made available
through IDEA, one complete copy of the Registration Statement and of each
consent of an expert filed as a part thereof, and conformed copies of the
Registration Statement (without exhibits), and the U.S. Prospectus, as amended
or supplemented, in such quantities and at such places as MLV has reasonably
requested. </P>
<P style="MARGIN-LEFT: 5%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>No
Material Misstatement</I>. Neither the U.S. Prospectus nor any amendments or
supplements thereto, at the time such U.S. Prospectus or any such amendment or
supplement was issued and at each Applicable Time, as the case may be, included
or will include an untrue statement of a material fact or omitted or will omit
to state a material fact necessary in order to make the statements therein, in
the light of the circumstances under which they were made, not misleading. The
foregoing sentence does not apply to statements in or omissions from the U.S.
Prospectus or any amendments or supplements thereto based upon and in conformity
with written information furnished to the Company by MLV specifically for use
therein. </P>
<P style="MARGIN-LEFT: 5%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(j)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Reporting
Issuer</I>. The Company is a reporting issuer or the equivalent in each of the
provinces of Canada and the Company is not in default of any of the requirements
of the Applicable Securities Laws of such jurisdictions; </P>
<P style="MARGIN-LEFT: 5%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(k)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<I>Financial Information</I>. The financial statements of the Company, together
with the related schedules and notes thereto, set forth or included or
incorporated by reference in the Registration Statement and the Prospectuses
fairly present, in all material respects, the financial condition of the Company
as of and at the dates indicated and the results of operations, changes in
financial position, shareholders&#146; equity and cash flows for the periods therein
specified. Such financial statements, schedules, and notes are in conformity
with generally accepted accounting principles in Canada (&#147;<B>Canadian
GAAP</B>&#148;), applied on a consistent basis during the periods involved, together
with any required reconciliation, in accordance with the Securities Act and the
Commission&#146;s rules and guidelines, to accounting principles generally accepted
in the U.S. (&#147;<B>U.S. GAAP</B>&#148;) throughout the periods involved (except as
otherwise stated therein). Any selected financial data included or incorporated
by reference in the Registration Statement and the Prospectuses present fairly
the information shown therein and, to the extent based upon or derived from the
financial statements, have been compiled on a basis consistent with the
financial statements presented therein. Any pro forma financial statements of
the Company, and the related notes thereto, included or incorporated by
reference in the Registration Statement and the Prospectuses present fairly the
information shown therein, have been prepared in accordance with Canadian GAAP,
Canadian Securities Laws and, to the extent applicable, the Commission&#146;s
rules and guidelines with respect to pro
forma financial statements and have been properly compiled on the basis
described therein, present fairly the information shown therein and the
assumptions used in the preparation thereof are reasonable and the adjustments
used therein are appropriate to give effect to the transactions and
circumstances referred to therein. The Company does not have any material
liabilities or obligations, direct or contingent (including any off-balance
sheet obligations), not disclosed in the Registration Statement and the
Prospectuses. No other financial statements are required to be set forth or to
be incorporated by reference in the Registration Statement or the U.S.
Prospectus under the Securities Act or the Canadian Prospectus under Canadian
Securities Laws. </P>
<P align=center>6</P>
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<P style="MARGIN-LEFT: 5%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(l)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<I>Incorporated Documents</I>. Each document incorporated or deemed to be
incorporated by reference in the Registration Statement or the U.S. Prospectus
heretofore or hereafter filed, at the time it was or hereafter is filed with the
Commission, conformed and will conform when filed in all material respects with
the requirements of Canadian Securities Laws and of the Exchange Act and the
rules and regulations promulgated thereunder; no such document when it was filed
(or, if an amendment with respect to any such document was filed, when such
amendment was filed), contained an untrue statement of a material fact or
omitted to state a material fact required to be stated therein or necessary in
order to make the statements therein not misleading; and no such document, when
it is filed, will contain an untrue statement of a material fact or will omit to
state a material fact required to be stated therein or necessary in order to
make the statements therein not misleading. </P>
<P style="MARGIN-LEFT: 5%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(m)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<I>Distribution of Materials</I>; <I>Free Writing Prospectuses</I>. At the time
of the initial filing of the Registration Statement, the Company was not an
&#147;ineligible issuer&#148; in connection with the offering pursuant to Rules 164, 405
and 433 under the Securities Act. The Company has not, directly or indirectly,
distributed and will not distribute any prospectus or other offering material in
connection with the offering and sale of the Placement Shares other than the
U.S. Prospectus and other materials, if any, permitted under the Securities Act
to be distributed. Each &#147;<B>Issuer Free Writing Prospectus</B>&#148; (as defined
below in Section 19(c) ) relating to the Placement Shares that (i) was required
to be filed with the Commission by the Company or (ii) is exempt from filing
pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be
filed with the Commission or, if not required to be filed, in the form retained
in the Company&#146;s records pursuant to Rule 433(g), as of its issue date and as of
each Applicable Time (as defined in Section 19 below), did not, does not and
will not include any information that conflicted, conflicts or will conflict
with the information contained in the Registration Statement or the
Prospectuses, including any incorporated document deemed to be a part thereof
that has not been superseded or modified. The foregoing sentence does not apply
to statements in or omissions from any Issuer Free Writing Prospectus based upon
and in conformity with written information furnished to the Company by MLV
specifically for use therein. The Company has satisfied or will satisfy the
conditions in Rule 433 so as not to be required to file with the Commission any
electronic road show. </P>
<P align=center>7</P>
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<P style="MARGIN-LEFT: 5%" align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(n)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<i>Organization</i>.
The Company has been continued and is existing as a corporation under the
Business Corporations Act (British Columbia) with the corporatepower and authority necessary to own,
hold, lease and/or operate its assets and properties and to conduct the business
in which it is engaged as described in the Registration Statement and
Prospectuses; and the Company is qualified to do business as an extra-provincial
corporation, is duly qualified as a foreign entity to transact business, and is
in good standing in each jurisdiction in which such qualification is required,
whether by reason of the ownership or leasing of property or the conduct of
business, except where the failure, individually or in the aggregate, to be so
qualified and be in good standing would not have a material adverse effect on
(i) the consolidated business, operations, assets, properties, financial
condition, reputation, prospects, or results of operations of the Company and
any subsidiaries which may be incorporated or formed from time to time taken as
a whole, (ii) the transactions contemplated hereby, or (iii) the ability of the
Company to perform its obligations under this Agreement (collectively, a
&#147;<B>Material Adverse Effect</B>&#148;). The Company has full corporate power and
authority necessary to enter into and perform its obligations under this
Agreement and to consummate the transactions contemplated hereby. Except as
disclosed in the Registration Statement and the Prospectuses, the Company is in
compliance with the laws, orders, rules, regulations and directives applicable
to it, except for any noncompliance that, individually, or in the aggregate,
would not reasonably be expected to have a Material Adverse Effect. </P>
<P style="MARGIN-LEFT: 5%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(o)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Subsidiaries</I>.
Other than inactive entities, the Company owns or controls, directly or
indirectly, only the corporations, partnerships, limited liability partnerships,
limited liability companies, associations or other entities set forth on
<B>Exhibit E</B>, each of which shall, for purposes of this Agreement, be deemed
a <B>&#147;Subsidiary&#148; </B>(and collectively, the<B> &#147;Subsidiaries</B>&#148;) of the
Company. The Company&#146;s direct or indirect percentage ownership of the shares of
the Subsidiaries is correctly disclosed in <B>Exhibit E</B>, and all such shares
are legally and beneficially owned by the Company or, in the case of shares held
through Subsidiaries, by such Subsidiaries, free and clear of all material
liens, charges and encumbrances of any kind whatsoever. The Company does not own
or control, directly or indirectly, any interest in any other corporation, firm,
partnership joint venture, association or other entity. Each of the Subsidiaries
has been duly incorporated and is validly existing as a corporation or other
legal entity in good standing (or the foreign equivalent thereof) under the laws
of its respective jurisdiction of organization. Each of the Subsidiaries is duly
qualified to do business, and is in good standing, where applicable, as a
foreign corporation or other legal entity in each jurisdiction in which its
ownership or lease of property or the conduct of its business requires such
qualification and has all power and authority (corporate or other) necessary to
own or hold its properties and to conduct the business in which it is engaged,
except where the failure to so qualify or have such power or authority would not
reasonably be expected to have a Material Adverse Effect. </P>
<P style="MARGIN-LEFT: 5%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(p)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Corporate
Records. </I>All of the material transactions of the Company and each of the
Subsidiaries have been promptly and properly recorded or filed in or with their
respective books or records and their respective minute books contain, in all
material respects all of their material transactions, all records of the
meetings and proceedings of their directors, shareholders and other committees,
if any, since their respective incorporations (collectively, the &#147;<B>Corporate
Records</B>&#148;). There are no transactions, agreements or other
actions of the Company or any of its subsidiaries that are required to be
recorded in the Corporate Records that are not properly approved and/or recorded
in the Corporate Records. </P>
<P align=center>8</P>
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<P style="MARGIN-LEFT: 5%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(q)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>No
Violation or Default</I>. Except as disclosed in the Registration Statement and
the Prospectuses, neither the Company nor any of its Subsidiaries is (i) in
violation of any provision of its charter or bylaws or similar organizational
documents, (ii) in default in any respect, and no event has occurred which, with
notice or lapse of time or both, would constitute such a default, in the due
performance or observance of any term, covenant, or condition of any indenture,
contract, lease, mortgage, deed of trust, note agreement, loan agreement or
other agreement, obligation, condition, covenant or instrument to which it is a
party or by which it is bound or to which any of its property or assets is
subject, (iii) in violation in any respect of any statute, law, rule,
regulation, ordinance, judgment, order or decree of any court, regulatory body,
administrative agency, governmental body, arbitrator or other authority having
jurisdiction over the Company, its Subsidiaries or any of its properties, as
applicable, or (iv) in violation of any Rule or regulation of any
self-regulating organization or other non-governmental regulatory authority
(including, without limitation, the rules and regulations of the Exchanges)
except, with respect to clauses (ii), (iii), and (iv), any violations or
defaults which, singularly or in the aggregate, would not reasonably be expected
to result in a Material Adverse Effect. The execution, delivery and performance
of this Agreement, the issuance and sale of the Placement Shares and the
consummation of the transactions contemplated hereby will not conflict with, or
result in any breach of or constitute a default under (nor constitute any event
which with notice, lapse of time or both would result in any breach of, or
constitute a default under), (i) any provision of the charter, bylaws or
organizational documents, as the case may be, of the Company or any of its
Subsidiaries, (ii) any provision of any contract, license, repurchase agreement,
management agreement, indenture, mortgage, deed of trust, bank loan or credit
agreement, note, lease or other evidence of indebtedness, or any lease, contract
or other agreement or instrument to which the Company or any of its Subsidiaries
is a party or by which the Company or any of its Subsidiaries, or any of their
respective assets or properties may be bound or affected, except for any breach
or default that, individually or in the aggregate, would not reasonably be
expected to have a Material Adverse Effect, (iii) any federal, state, local or
foreign law, regulation or Rule or any decree, judgment or order applicable to
the Company or any of its Subsidiaries, or (iv) any Rule or regulation of any
self-regulating organization or other non-governmental regulatory authority
(including, without limitation, the rules and regulations of the Exchanges),
except for any breach or default that, individually or in the aggregate, would
not reasonably be expected to have a Material Adverse Effect. </P>
<P style="MARGIN-LEFT: 5%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(r)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Capitalization</I>.
The Company had an authorized, issued and outstanding capitalization as set
forth in the Registration Statement and Prospectuses. All of the issued and
outstanding shares of the Company have been duly and validly authorized and
issued and are fully paid and non-assessable, have been issued in compliance
with all federal, state, and provincial securities laws and were not issued in
violation of any preemptive right, resale right, right of first refusal or
similar right. </P>
<P align=center>9</P>
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<P style="MARGIN-LEFT: 5%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(s)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<I>Authorization; Enforceability</I>. This Agreement has been duly authorized,
executed and delivered by the Company and is a legal, valid and binding
agreement of the Company enforceable in accordance with its terms, except to the
extent that (i) enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting creditors&#146; rights generally
and by general equitable principles and (ii) the indemnification and
contribution provisions of Section 9 hereof may be limited by federal,
provincial or state securities laws and public policy considerations in respect
thereof. </P>
<P style="MARGIN-LEFT: 5%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(t)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Capital
and Placement Shares in Proper Form</I>. The capital of the Company, including
the Placement Shares, conforms in all material respects to the description
thereof contained in the Registration Statement and the Prospectuses. </P>
<P style="MARGIN-LEFT: 5%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(u)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Authorization
of Placement Shares</I>. The Placement Shares, or class of shares of which the
Placement Shares are part, when issued and delivered pursuant to the terms
approved by the Board of Directors or a duly designated committee thereof,
against payment therefor as provided herein, will be duly and validly authorized
and issued and fully paid and non-assessable, free and clear of any pledge,
lien, encumbrance, security interest or other claim, including any statutory or
contractual preemptive rights, resale rights, rights of first refusal or other
similar rights. </P>
<P style="MARGIN-LEFT: 5%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(v)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Consents
and Permits</I>. (1) Except as disclosed in the Registration Statement and the
Prospectuses, the Company and its Subsidiaries have made all filings,
applications and submissions required by, and possesses all approvals, licenses,
certificates, certifications, clearances, consents, exemptions, marks,
notifications, orders, permits and other authorizations issued by, the
appropriate federal, state or foreign regulatory authorities necessary for the
ownership or lease of their respective properties or to conduct its businesses
as described in the Registration Statement and the Prospectuses (collectively,
&#147;<B>Permits</B>&#148;), except for such Permits the failure of which to possess,
obtain or make the same would not reasonably be expected to have a Material
Adverse Effect; and neither the Company nor any of its Subsidiaries has received
any written notice of proceedings relating to the limitation, revocation,
cancellation, suspension, modification or non-renewal of any such Permit which,
singly or in the aggregate, if the subject of an unfavorable decision, ruling or
finding, would have a Material Adverse Effect, and has any reason to believe
that any such license, certificate, permit or authorization will not be renewed
in the ordinary course. (2) No approval, authorization, consent or order of or
filing with any national, state, provincial, or local governmental or regulatory
commission, board, body, authority or agency is required in connection with the
issuance and sale of the Placement Shares or the consummation by the Company of
the transactions contemplated hereby (including, without limitation, the
Exchanges, or approval of the shareholders of the Company), other than (i)
qualification of the Placement Shares for distribution in Canada under Canadian
Securities Laws, (ii) registration of the Placement Shares under the Securities
Act, (iii) any necessary qualification under the securities or blue sky laws of
the various jurisdictions in which the Placement Shares are being offered by
MLV, (iv) filing of any reports under the Exchange Act and Canadian Securities
Laws, or (v) such approvals as may be required by the Conduct Rules of the
Financial Industry Regulatory Authority, Inc. (&#147;<B>FINRA</B>&#148;). </P>
<P align=center>10</P>
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<P style="MARGIN-LEFT: 5%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(w)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>No
Preferential Rights</I>. Except as set forth in the Registration Statement and
the Prospectuses, (i) no person, as such term is defined in Rule 1-02 of
Regulation S-X promulgated under the Securities Act (each, a &#147;<B>Person</B>&#148;),
has the right, contractual or otherwise, to cause the Company to issue or sell
to such Person any Common Shares or shares of any other capital stock or other
securities of the Company, (ii) no Person has any preemptive rights, resale
rights, rights of first refusal, or any other rights (whether pursuant to a
&#147;poison pill&#148; provision or otherwise, except as disclosed in the Prospectus) to
purchase any Common Shares or shares of any other capital stock or other
securities of the Company, (iii) except as disclosed to MLV or its agents in
connection with the transactions contemplated hereby, no Person has the right to
act as an underwriter or as a financial advisor to the Company in connection
with the offer and sale of the Placement Shares, and (iv) no Person has the
right, contractual or otherwise, to require the Company to register under the
Securities Act or qualify for distribution under Canadian Securities Laws any
Common Shares or shares of any other capital stock or other securities of the
Company, or to include any such shares or other securities in the Registration
Statement or the offering contemplated thereby, whether as a result of the
filing or effectiveness of the Registration Statement or the sale of the
Placement Shares as contemplated thereby or otherwise. </P>
<P style="MARGIN-LEFT: 5%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(x)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Natural
Resource Properties and Surface Rights</I>. All material interests in natural
resource properties and surface rights for exploration and exploitation, as
applicable, overlying those properties of the Company or the Subsidiaries are
completely and accurately described in the Registration Statement and
Prospectuses and, except as set out in the in the Registration Statement and
Prospectuses: are owned or held by the Company or such Subsidiaries as owner
thereof with good title; are in good standing; and are valid and enforceable and
free and clear of any liens, charges or encumbrances and no royalty is payable
in respect of any of them. Except as set out in the Registration Statement and
Prospectuses, no other material property rights are necessary for the conduct of
the Company&#146;s or the Subsidiaries&#146; businesses as they are currently being
conducted, and there are no material restrictions on the ability of the Company
or the Subsidiaries to use or otherwise exploit any such property rights, and
the Company does not know of any claim or basis for a claim that may adversely
affect such rights in any material respects. </P>
<P style="MARGIN-LEFT: 5%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(y)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Royalties
and Commissions. </I>Except as set out in the Registration Statement and
Prospectuses, neither the Company nor the Subsidiaries have any responsibility
or obligation to pay or have paid on their behalf any material commission,
royalty or similar payment to any person with respect to their property rights
as of each Applicable Time. </P>
<P style="MARGIN-LEFT: 5%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(z)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Independent
Public Accountant</I>. KPMG LLP, whose report on the financial statements of the
Company is filed with the Commission as part of the Registration Statement and
the Prospectus, is and, during the periods covered by its report, was (i) an
independent public accounting firm within the meaning of the Securities Act and
is an independent auditor as required by Canadian Securities Laws, (ii) a
registered public accounting firm (as defined in Section 2(a)(12) of the
Exchange Act), and (iii) not in violation of the
auditor independence requirements of the Sarbanes-Oxley Act. </P>
<P align=center>11</P>
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<P style="MARGIN-LEFT: 5%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(aa)&nbsp;&nbsp;
&nbsp;<I>Enforceability of Agreements</I>. Except as disclosed in the
Registration Statement and the Prospectuses, all agreements between the Company
and third parties expressly referenced in the Registration Statement and the
Prospectuses are legal, valid and binding obligations of the Company enforceable
in accordance with their respective terms, except to the extent that (i)
enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting creditors&#146; rights generally and by general
equitable principles and (ii) the indemnification provisions of certain
agreements may be limited by federal, state or provincial securities laws or
public policy considerations in respect thereof and except for any other
potentially unenforceable term that, individually or in the aggregate, would not
reasonably be expected to have a Material Adverse Effect. </P>
<P style="MARGIN-LEFT: 5%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(bb)&nbsp;&nbsp;&nbsp;
<I>No Litigation</I>. Except as disclosed in the Registration Statement and the
Prospectuses, there are no actions, suits, claims, investigations, inquiries or
proceedings pending or, to the Company&#146;s knowledge, threatened, to which either
the Company or, to the Company&#146;s knowledge, its Subsidiaries, nor, to the
Company&#146;s knowledge any of their respective officers or directors, is a party or
of which any of their respective properties or other assets is subject at law or
in equity, or before or by any federal, state, provincial, local or foreign
governmental or regulatory commission, board, body, authority or agency, or
before any self-regulating organization or other nongovernmental regulatory
authority (including, without limitation, the Exchanges), which if resolved
adversely to the Company or any Subsidiary would, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect. </P>
<P style="MARGIN-LEFT: 5%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(cc)&nbsp;&nbsp;
&nbsp;<I>Regulatory Filings</I>. Except as disclosed in the Registration
Statement and the Prospectuses, neither the Company nor any of its Subsidiaries
has failed to file with the applicable regulatory authorities any required
filing, declaration, listing, registration, report or submission, except for
such failures that, individually or in the aggregate, would not reasonably be
expected to have a Material Adverse Effect; except as disclosed in the
Registration Statement and the Prospectuses, all such filings, declarations,
listings, registrations, reports or submissions were in compliance with
applicable laws when filed and no deficiencies have been asserted by any
applicable regulatory authority with respect to any such filings, declarations,
listings, registrations, reports or submissions, except for any deficiencies
that, individually or in the aggregate, would not reasonably be expected to have
a Material Adverse Effect. </P>
<P style="MARGIN-LEFT: 5%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(dd)&nbsp;&nbsp;&nbsp;
<I>Certain Market Activities</I>. Neither the Company nor, to the Company&#146;s
knowledge, any of its Subsidiaries, nor, to the Company&#146;s knowledge, any of
their respective directors, officers or controlling persons has taken, directly
or indirectly, any action designed, or that has constituted or might reasonably
be expected to cause or result in, under the Exchange Act, Canadian Securities
Laws or otherwise, the stabilization or manipulation of the price of any
security of the Company to facilitate the sale or resale of the Placement
Shares. </P>
<P align=center>12</P>
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<P style="MARGIN-LEFT: 5%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ee)&nbsp;&nbsp;
&nbsp;<I>Broker/Dealer Relationships</I>. Neither the Company nor any of its
Subsidiaries or any related entities (i) is required to register as a &#147;broker&#148;
or &#147;dealer&#148; in accordance with the provisions of the Exchange Act or (ii)
directly or indirectly through one or more intermediaries, controls or is a
&#147;person associated with a FINRA member&#148; or &#147;associated person of a FINRA member&#148;
(within the meaning of Article I of the Bylaws of the NASD). </P>
<P style="MARGIN-LEFT: 5%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ff)&nbsp;&nbsp;&nbsp;
<I>No Reliance</I>. The Company has not relied upon MLV or legal counsel for MLV
for any legal, tax or accounting advice in connection with the offering and sale
of the Placement Shares. </P>
<P style="MARGIN-LEFT: 5%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(gg)&nbsp;&nbsp;&nbsp;
<I>Taxes</I>. Except as disclosed in the Registration Statement and the
Prospectuses, the Company and each of its Subsidiaries has filed on a timely
basis (taking into account all applicable extensions) all necessary federal,
state, provincial, local and foreign income and franchise tax returns, if any
such returns were required to be filed, through the date hereof and have paid
all taxes shown as due thereon except for any failure to file or pay which,
individually or in the aggregate, would not reasonably be expected to have a
Material Adverse Effect. No tax deficiency has been asserted against the Company
or any of its Subsidiaries, nor does the Company know of any tax deficiency that
is likely to be asserted against any such entity that, if determined adversely
to any such entity, could reasonably be expected to have a Material Adverse
Effect. All tax liabilities, if any, are adequately provided for on the books of
the Company and any of its Subsidiaries, except for such tax liabilities that,
individually or in the aggregate, would not reasonably be expected to have a
Material Adverse Effect. </P>
<P style="MARGIN-LEFT: 5%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(hh)&nbsp;&nbsp;
&nbsp;<I>Intellectual Property</I>. Except as disclosed in the Registration
Statement and the Prospectuses, the Company and its Subsidiaries own, possess,
license or have other rights to use all foreign and domestic patents, patent
applications, trade and service marks, trade and service mark registrations,
trade names, copyrights, licenses, inventions, trade secrets, technology,
Internet domain names, know-how and other intellectual property (collectively,
the &#147;<B>Intellectual Property</B>&#148;), necessary for the conduct of their
respective businesses as now conducted except to the extent that the failure to
own, possess, license or otherwise hold adequate rights to use such Intellectual
Property would not, individually or in the aggregate, have a Material Adverse
Effect. Except as disclosed in the Registration Statement and the Prospectus (a)
there are no rights of third parties to any such Intellectual Property owned by
the Company and its Subsidiaries; (b) to the Company&#146;s knowledge, there is no
infringement by third parties of any such Intellectual Property; (c) to the
Company&#146;s knowledge, there is no pending or threatened action, suit, proceeding
or claim by others challenging the Company&#146;s and its Subsidiaries&#146; rights in or
to any such Intellectual Property, and the Company is unaware of any facts which
could form a reasonable basis for any such action, suit, proceeding or claim;
(d) to the Company&#146;s knowledge, there is no pending or threatened action, suit,
proceeding or claim by others challenging the validity or scope of any such
Intellectual Property; (e) there is no pending or, to the Company&#146;s knowledge,
threatened action, suit, proceeding or claim by others that the Company and its
Subsidiaries infringe or otherwise violate any patent, trademark, copyright,
trade secret or other proprietary rights of others; (f) to the Company&#146;s
knowledge, there is no third-party U.S. patent or published U.S.
patent application which contains claims for which an Interference Proceeding
(as defined in 35 U.S.C. &#167; 135) has been commenced against any patent or patent
application described in the Prospectus as being owned by or licensed to the
Company; and (g) the Company and its Subsidiaries have complied with the terms
of each agreement pursuant to which Intellectual Property has been licensed to
the Company or such Subsidiary, and all such agreements are in full force and
effect, except, in the case of any of clauses (a)-(g) above, for any such
infringement by third parties or any such pending or threatened suit, action,
proceeding or claim as would not, individually or in the aggregate, reasonably
be expected to result in a Material Adverse Effect. </P>
<P align=center>13</P>
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<P style="MARGIN-LEFT: 5%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;&nbsp;&nbsp;
<I>Environmental Laws</I>. Neither the Company nor any of the Subsidiaries has
been in material violation of, in connection with the ownership, use,
maintenance or operation of its property and assets, any applicable federal,
provincial, state, municipal or local laws, by-laws, regulations, orders,
policies, permits, licenses, certificates or approvals having the force of law,
domestic or foreign, relating to environmental, health or safety matters or
hazardous or toxic substances or wastes, pollutants or contaminants
(<B>&#147;Environmental Laws &#148;</B>) . Without limiting the generality of the
foregoing: </P>
<P style="MARGIN-LEFT: 10%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
the Company and each of the Subsidiaries has occupied its properties and has
received, handled, used, stored, treated, shipped and disposed of all
pollutants, contaminants, hazardous or toxic materials, controlled or dangerous
substances or wastes in compliance with all applicable environmental laws and
has received all permits, licenses or other approvals required of them under
applicable environmental laws to conduct their respective businesses; and</P>
<P style="MARGIN-LEFT: 10%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
there are no orders, rulings or directives issued against the Company or any of
the Subsidiaries, and there are no orders, rulings or directives pending or
threatened against the Company or any of the Subsidiaries under or pursuant to
any Environmental Laws requiring any work, repairs, construction or capital
expenditures with respect to any property or assets of the Company or any of the
Subsidiaries;</P>
<P style="MARGIN-LEFT: 10%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;&nbsp;
&nbsp; &nbsp;no notice with respect to any of the matters referred to in this
Section 5(ii), including any alleged violations by the Company or any of the
Subsidiaries with respect thereto has been received by the Company or any of the
Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no
legal proceeding under or pursuant to any Environmental Laws or relating to the
ownership, use, maintenance or operation of the property and assets of the
Company or any of the Subsidiaries is in progress, pending or threatened, which
could reasonably be expected to have a Material Adverse Effect on the Company or
the Subsidiaries, taken as a whole, and to the best of the Company&#146;s knowledge,
there are no grounds or conditions which exist, on or under any property now or
previously owned, operated or leased by the Company or any of the Subsidiaries,
on which any such legal proceeding might be commenced with any reasonable
likelihood of success or with the passage of time, or the giving of notice or
both, would give rise;</P>
<P align=center>14</P>
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<P style="MARGIN-LEFT: 5%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(jj)&nbsp;&nbsp;&nbsp;
<I>Accounting Controls</I>. Except as disclosed in the Registration Statement
and the Prospectuses, the Company and its Subsidiaries maintain a system of
internal control over financial reporting as defined in Rule 13a-15f and 15d-15f
under the Exchange Act. </P>
<P style="MARGIN-LEFT: 5%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(kk)&nbsp;&nbsp;&nbsp;
<I>Disclosure Controls</I>. Except as disclosed in the Registration Statement
and the Prospectuses, the Company has established and maintains disclosure
controls and procedures as defined in Rule 13a-15e and 15d-15e under the
Exchange Act. </P>
<P style="MARGIN-LEFT: 5%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ll)&nbsp;&nbsp;&nbsp;
<I>Sarbanes-Oxley Act</I>. Except as disclosed in the Registration Statement and
the Prospectuses, the Company is in compliance in all material respects with all
applicable effective provisions of the Sarbanes-Oxley Act and the rules and
regulations of the Commission and the Amex promulgated thereunder. </P>
<P style="MARGIN-LEFT: 5%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(mm)&nbsp;&nbsp;
&nbsp;<I>Finder&#146;s Fees</I>. Neither the Company nor any of its Subsidiaries has
incurred any liability for any finder&#146;s fees or similar payments in connection
with the transactions herein contemplated, except as may otherwise exist with
respect to MLV pursuant to this Agreement. </P>
<P style="MARGIN-LEFT: 5%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(nn)&nbsp;&nbsp;
&nbsp;<I>Labor Disputes</I>. Except as disclosed in the Registration Statement
and the Prospectuses, neither the Company nor any of its Subsidiaries is engaged
in any unfair labor practice; except for matters which would not, individually
or in the aggregate, reasonably be expected to have a Material Adverse Effect,
(i) there is no (A) unfair labor practice complaint pending or, to the Company&#146;s
knowledge, threatened against the Company or its Subsidiaries before the
National Labor Relations Board or any other domestic or foreign regulatory
authority, and no grievance or arbitration proceeding arising out of or under
collective bargaining agreements is pending or, to the Company&#146;s knowledge,
threatened, (B) strike, labor dispute, slowdown or stoppage pending or, to the
Company&#146;s knowledge, threatened against the Company or any of its Subsidiaries
and (C) union representation dispute currently existing concerning the employees
of the Company or any of its Subsidiaries, and (ii) to the Company&#146;s knowledge,
(A) no union organizing activities are currently taking place concerning the
employees of the Company or any of its Subsidiaries, and (B) there has been no
violation of any federal, state, provincial, local or foreign law relating to
discrimination in the hiring, promotion or pay of employees or any applicable
wage or hour laws concerning the employees of the Company. </P>
<P style="MARGIN-LEFT: 5%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(oo)&nbsp;&nbsp;
&nbsp;<I>Investment Company Act</I>. Neither the Company nor any of its
Subsidiaries, after giving effect to the offering and sale of the Placement
Shares, will be (i) required to register as an &#148;investment company&#148; or an entity
&#147;controlled&#148; by an &#147;investment company,&#148; as such terms are defined in the
Investment Company Act of 1940, as amended (the &#147;<B>Investment Company
Act</B>&#148;), or (ii) a &#147;business development company&#148;(as defined in Section
2(a)(48) of the Investment Company Act. </P>
<P style="MARGIN-LEFT: 5%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(pp)&nbsp;&nbsp;
&nbsp;<I>Casualty</I>. Except as disclosed in the Registration Statement and the
Prospectuses, neither the Company nor, to the Company&#146;s knowledge, any of its
Subsidiaries has sustained any loss or interference with its respective business
from fire, explosion, flood or other calamity,
whether or not covered by insurance, or from any labor dispute or court or
governmental action, order or decree, in each case that, individually or in the
aggregate, could reasonably be expected to have a Material Adverse Effect. </P>
<P align=center>15</P>
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<P style="MARGIN-LEFT: 5%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(qq)&nbsp;&nbsp;
&nbsp;<I>Underwriter Agreements</I>. Except as disclosed in the Registration
Statement and the Prospectuses, the Company is not a party to any agreement with
an agent or underwriter for any other &#147;at-the-market&#148; or continuous equity
transaction. </P>
<P style="MARGIN-LEFT: 5%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(rr)&nbsp;&nbsp;&nbsp;
<I>ERISA</I>. Neither the Company nor any Subsidiary maintains any employment
benefit plan, program or arrangement that is subject to the Employee Retirement
Income Security Act of 1974, as amended, including the regulations and published
interpretations thereunder. </P>
<P style="MARGIN-LEFT: 5%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ss)&nbsp;&nbsp;&nbsp;
<I>No Improper Practices</I>. (i) Neither the Company nor its Subsidiaries, nor
to the Company&#146;s knowledge, any of their respective executive officers has, in
the past five years, made any unlawful contributions to any candidate for any
political office (or failed fully to disclose any contribution in violation of
law) or made any contribution or other payment to any official of, or candidate
for, any federal, state, municipal, or foreign office or other person charged
with similar public or quasi-public duty in violation of any law or of the
character required to be disclosed in the Prospectuses; (ii) no relationship,
direct or indirect, exists between or among the Company or any Subsidiary or any
affiliate of any of them, on the one hand, and the directors, officers and
stockholders of the Company or any Subsidiary, on the other hand, that is
required by the Securities Act or Canadian Securities Laws to be described in
the Registration Statement and the Prospectuses that is not so described; (iii)
no relationship, direct or indirect, exists between or among the Company or any
Subsidiary or any affiliate of them, on the one hand, and the directors,
officers, stockholders or directors of the Company or, to the Company&#146;s
knowledge, any Subsidiary, on the other hand, that is required by the rules of
the FINRA to be described in the Registration Statement and the Prospectuses
that is not so described; (iv) except as described in the Prospectuses, there
are no material outstanding loans or advances or material guarantees of
indebtedness by the Company or, to the Company&#146;s knowledge, any Subsidiary to or
for the benefit of any of their respective officers or directors or any of the
members of the families of any of them; (v) the Company has not offered, or
caused any placement agent to offer, Common Shares to any person with the intent
to influence unlawfully (A) a customer or supplier of the Company or any
Subsidiary to alter the customer&#146;s or supplier&#146;s level or type of business with
the Company or any Subsidiary or (B) a trade journalist or publication to write
or publish favorable information about the Company or any Subsidiary or any of
their respective products or services, and, (vi) neither the Company nor any
Subsidiary nor, to the Company&#146;s knowledge, any employee or agent of the Company
or any Subsidiary has made any payment of funds of the Company or any Subsidiary
or received or retained any funds in violation of any law, Rule or regulation
(including, without limitation, the Foreign Corrupt Practices Act of 1977 and
the Corruption of Foreign Public Officials Act (Canada)), which payment, receipt
or retention of funds is of a character required to be disclosed in the
Registration Statement or the Prospectus. </P>
<P align=center>16</P>
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<P style="MARGIN-LEFT: 5%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(tt)&nbsp;&nbsp;&nbsp;
<I>OFAC. </I>(i) The Company represents that, except as detailed in the
Prospectuses, neither the Company nor any of its Subsidiaries (collectively, the
&#147;<B>Entity</B>&#148;) or to the Company&#146;s knowledge any director, officer, employee,
agent, affiliate or representative of the Entity, is a government, individual or
entity (in this paragraph (tt), &#147;<B>Person</B>&#148;) that is, or is owned or
controlled by a Person that is: </P>
<P style="MARGIN-LEFT: 15%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(A)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;the
subject of any sanctions administered or enforced by the U.S. Department of
Treasury&#146;s Office of Foreign Assets Control (&#147;<B>OFAC</B>&#148;), the United Nations
Security Council (&#147;<B>UNSC</B>&#148;), the European Union (&#147;<B>EU</B>&#148;), Her
Majesty&#146;s Treasury (&#147;<B>HMT</B>&#148;), or other relevant sanctions authority
(collectively, &#147;<B>Sanctions</B>&#148;), nor </P>
<P style="MARGIN-LEFT: 15%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(B)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;located,
organized or resident in a country or territory that is the subject of Sanctions
(including, without limitation, Burma/Myanmar, Cuba, Iran, North Korea, Sudan
and Syria). </P>
<P style="MARGIN-LEFT: 10%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The Entity represents and covenants that it will not, directly or indirectly,
use the proceeds of the offering, or lend, contribute or otherwise make
available such proceeds to any subsidiary, joint venture partner or other
Person: </P>
<P style="MARGIN-LEFT: 15%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(A)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
to fund or facilitate any activities or business of or with any Person or in any
country or territory that, at the time of such funding or facilitation, is the
subject of Sanctions; or </P>
<P style="MARGIN-LEFT: 15%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(B)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;in
any other manner that will result in a violation of Sanctions by any Person
(including any Person participating in the offering, whether as underwriter,
advisor, investor or otherwise). </P>
<P style="MARGIN-LEFT: 10%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Entity represents and covenants that, except as detailed in the Prospectuses,
for the past 5 years, it has not knowingly engaged in, is not now knowingly
engaged in, and will not engage in, any dealings or transactions with any
Person, or in any country or territory, that at the time of the dealing or
transaction is or was the subject of Sanctions. </P>
<P style="MARGIN-LEFT: 5%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(uu)&nbsp;&nbsp;
&nbsp;<I>Forward Looking Statements</I>. No forward-looking statement or forward
looking information (within the meaning of Section 27A of the Securities Act,
Section 21E of the Exchange Act and Section 138.4(9) of the Ontario Securities
Act) contained in either the General Disclosure Package or the Prospectuses has
been made or reaffirmed without a reasonable basis or has been disclosed other
than in good faith. </P>
<P style="MARGIN-LEFT: 5%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(vv)&nbsp;&nbsp;
&nbsp;<I>Filed All Documents. </I>The Company has filed all documents or
information required to be filed by it under Canadian Securities Laws, the
Securities Act, the Exchange Act, the Rules and Regulations and the rules,
regulations and policies of the Exchanges; all press releases, material change
reports, annual information forms, financial statements, management proxy
circulars and other documents filed by or on behalf of the Company with the
Exchanges, the Canadian Commissions in each of the provinces where the Company
is a reporting issuer (or the equivalent), as of their respective dates, did not
contain any untrue statement of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading and did not contain a
misrepresentation (as defined under Canadian Securities Laws) at the time at
which it was filed; the Company has not filed any confidential material change
report or any document requesting confidential treatment with any securities
regulatory authority or regulator or any exchange that at the date hereof
remains confidential. </P>
<P align=center>17</P>
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<P style="MARGIN-LEFT: 5%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ww)&nbsp;&nbsp;&nbsp;
<I>Title to Property</I>. Except as disclosed in the Registration Statement and
the Prospectuses, the Company and its Subsidiaries have good and marketable
title to all property (real and personal) described in the Registration
Statement and the Prospectuses as being owned by any of them, free and clear of
all material liens, claims, security interests or other encumbrances, except to
the extent such material liens, claims, security interests or other encumbrances
are disclosed in the Registration Statement and the Prospectuses; all the
property described in the Registration Statement and the Prospectuses as being
held under lease by the Company or any Subsidiary is held thereby under valid,
subsisting and enforceable leases, except where the failure to do so would not
reasonably be expected to have a Material Adverse Effect. </P>
<P style="MARGIN-LEFT: 5%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(xx)&nbsp;&nbsp;
&nbsp;<I>Insurance</I>. Except as disclosed in the Registration Statement and
the Prospectuses, the Company and its Subsidiaries maintain insurance covering
their respective properties, operations, personnel and businesses as the Company
reasonably deems adequate; such insurance insures against such losses and risks
to an extent which the Company reasonably believes is adequate and in accordance
with customary industry practice to protect the Company and its Subsidiaries and
their respective businesses; all such insurance is fully in force on the date
hereof and will be fully in force at the time of purchase; neither the Company
nor its Subsidiaries has reason to believe that it will not be able to renew any
such insurance as and when such insurance expires. </P>
<P style="MARGIN-LEFT: 5%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(yy)&nbsp;&nbsp;&nbsp;
<I>Data Reliable and Accurate</I>. All statistical or market-related data
included or incorporated by reference in the Registration Statement and the
Prospectuses are based on or derived from sources that the Company believes to
be reliable and accurate, and the Company has obtained the written consent to
the use of such data from such sources to the extent required. </P>
<P style="MARGIN-LEFT: 5%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(aaa)&nbsp;&nbsp;
<I>Exchange Registration</I>. The Common Shares are registered pursuant to
Section 12(b) or 12(g) of the Exchange Act and are accepted for trading on Amex
and the TSX, and the Company has taken no action designed to terminate the
registration of the Common Shares under the Exchange Act or delist the Common
Shares from either of the Exchanges, nor, except as disclosed in the
Registration Statement and the Prospectuses, has the Company received any
notification that the Commission, Canadian Commissions or either of the
Exchanges is contemplating terminating such registration or listing. Except as
disclosed in the Registration Statement and the Prospectuses, the Company has
complied in all material respects with the applicable requirements of the
Exchanges for maintenance of inclusion of the Common Shares thereon. The Company
has obtained all necessary consents, approvals, authorizations or orders of, or
filing, notification or registration with, the Exchanges required for the listing and trading of the Placement
Shares, subject only to satisfying their standard listing and maintenance
requirements. </P>
<P align=center>18</P>
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<P style="MARGIN-LEFT: 5%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(bbb)&nbsp;&nbsp;&nbsp;
<I>Anti-Money Laundering. </I>The operations of the Company and its Subsidiaries
are and have been conducted at all times in material compliance with, to the
knowledge of the Company, the Currency and Foreign Transactions Reporting Act of
1970, as amended, the Bank Secrecy Act, as amended by Title III of the Uniting
and Strengthening America by Providing Appropriate Tools Required to Intercept
and Obstruct Terrorism Act of 2001 (USA PATRIOT Act), and the Proceeds of Crime
(Money Laundering) and Terrorist Financing Act (Canada) and applicable rules and
regulations thereunder, and the money laundering statutes of all applicable
jurisdictions, the rules and regulations thereunder and any related or similar
applicable rules, regulations or guidelines, issued, administered or enforced by
any governmental agency (collectively,<B> </B>&#147;<B>Money Laundering Laws</B>&#148;)
and no action, suit or proceeding by or before any court or governmental agency,
authority or body or any arbitrator involving the Company or any of its
Subsidiaries with respect to the Money Laundering Laws is pending or, to the
knowledge of the Company, threatened. </P>
<P align=justify>Any certificate signed by an officer of the Company and
delivered to MLV or to counsel for MLV pursuant to or in connection with this
Agreement shall be deemed to be a representation and warranty by the Company, as
applicable, to MLV as to the matters set forth therein. </P>
<P
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<U>Sale and Delivery; Settlement</U>. </P>
<P style="MARGIN-LEFT: 5%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<I>Sale of Placement Shares. </I>On the basis of the representations and
warranties herein contained and subject to the terms and conditions herein set
forth, upon MLV&#146;s acceptance of the terms of a Placement Notice, and unless the
sale of the Placement Shares described therein has been declined, suspended, or
otherwise terminated in accordance with the terms of this Agreement, MLV, for
the period specified in the Placement Notice, will use its commercially
reasonable efforts consistent with its normal trading and sales practices and
applicable laws to sell such Placement Shares up to the amount specified, and
otherwise in accordance with the terms of such Placement Notice. The Company
acknowledges and agrees that (i) there can be no assurance that MLV will be
successful in selling Placement Shares, (ii) MLV will incur no liability or
obligation to the Company or any other person or entity if it does not sell
Placement Shares for any reason other than a failure by MLV to use its
commercially reasonable efforts consistent with its normal trading and sales
practices and applicable law and regulations to sell such Placement Shares as
required under this Agreement and (iii) MLV shall be under no obligation to
purchase Placement Shares on a principal basis pursuant to this Agreement,
except as otherwise agreed by MLV and the Company. </P>
<P style="MARGIN-LEFT: 5%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<EM>Settlement
of Placement Shares</EM>. Unless otherwise specified in the applicable Placement
Notice, settlement for sales of Placement Shares will occur on the third (3rd )
Business Day (or such earlier day as is industry practice for regular-way
trading) following the date on which such sales are made (each, a<I>
&#147;</I><B>Settlement Date</B>&#148;). The amount of proceeds to be delivered to the
Company on a Settlement Date against receipt of the Placement Shares sold
(the &#147;<b>Net Proceeds</b>&#148;) will be equal to the aggregate sales price received
by MLV at which such Placement Shares were sold, after deduction for (i) MLV&#146;s
commission, discount or other compensation for such sales payable by the Company
pursuant to Section 2 hereof, (ii) any other amounts due and payable by the
Company to MLV hereunder pursuant to Section 7(g) (Expenses) hereof, and (iii)
any transaction fees imposed by any governmental or self-regulatory organization
in respect of such sales. </P>
<P align=center>19</P>
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<P style="MARGIN-LEFT: 5%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<I>Delivery of Placement Shares</I>. On or before each Settlement Date, the
Company will, or will cause its transfer agent to, electronically transfer the
Placement Shares being sold by crediting MLV&#146;s or its designee&#146;s account
(provided MLV shall have given the Company written notice of such designee at
least one Business Day prior to the Settlement Date) at The Depository Trust
Company through its Deposit and Withdrawal at Custodian System or by such other
means of delivery as may be mutually agreed upon by the parties hereto which in
all cases shall be registered shares in good deliverable form. On each
Settlement Date, MLV will deliver the related Net Proceeds in same-day funds to
an account designated by the Company on, or prior to, the Settlement Date. The
Company agrees that if the Company, or its transfer agent (if applicable),
defaults in its obligation to deliver Placement Shares on a Settlement Date, the
Company will, in addition to and in no way limiting the rights and obligations
set forth in Section 9(a) (Indemnification and Contribution), (i) hold MLV
harmless against any loss, claim, damage, or expense (including reasonable legal
fees and expenses), as incurred, arising out of or in connection with such
default by the Company and (ii) pay to MLV any commission, discount, or other
compensation to which it would otherwise have been entitled absent such
default;<I> provided</I>, <I>however</I>, that the Company shall not be
obligated to so indemnify and reimburse MLV if the Placement Shares are not
timely delivered due to (i) a suspension or material limitation in trading in
securities generally on the Exchanges; (ii) a general moratorium on commercial
banking activities declared by either Canadian or United States federal or New
York State authorities or a material disruption in commercial banking or
securities settlement or clearance services in the United States or Canada;
(iii) an outbreak or escalation of hostilities or acts of terrorism involving
the United States or Canada or a declaration by the United States or Canada of a
national emergency or war; or (iv) any other calamity or crisis or any change in
financial, political or economic conditions in the United States or elsewhere.
</P>
<P style="MARGIN-LEFT: 5%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Denominations;
Registration. </I>Certificates for the Placement Shares, if any, shall be in
such denominations and registered in such names as MLV may request in writing at
least one full Business Day before the Settlement Date. The certificates for the
Placement Shares, if any, will be made available for examination and packaging
by MLV in The City of New York not later than noon (New York time) on the
Business Day prior to the Settlement Date.</P>
<P style="MARGIN-LEFT: 5%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Limitations
on Offering Size. </I>Under no circumstances shall the Company cause or request
the offer or sale of any Placement Shares if, after giving effect to the sale of
such Placement Shares, the aggregate gross sales proceeds sold pursuant to this
Agreement would exceed the lesser of (A) together with all sales of Placement
Shares under this Agreement, the Maximum Amount, (B) the amount available for
offer and sale under the currently effective
Registration Statement and (C) the amount authorized from time to time to be
issued and sold under this Agreement by the Company&#146;s board of directors, a duly
authorized committee thereof or a duly authorized executive committee, and
notified to MLV in writing. Under no circumstances shall the Company cause or
request the offer or sale of any Placement Shares at a price lower than the
minimum price authorized from time to time by the Company&#146;s board of directors,
duly authorized committee thereof or a duly authorized executive committee, and
notified to MLV in writing. Further, under no circumstances shall the aggregate
offering amount of Placement Shares sold pursuant to this Agreement, including
any separate underwriting or similar agreement covering principal transactions
described in Section 1 of this Agreement, exceed the Maximum Amount. </P>
<P align=center>20</P>
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<P
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Covenants
of the Company</U>. The Company covenants and agrees with MLV that: </P>
<P style="MARGIN-LEFT: 5%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Registration
Statement Amendments; Payment of Fees</I>. After the date of this Agreement and
during any period in which a U.S. Prospectus relating to any Placement Shares is
required to be delivered by MLV under the Securities Act with respect to a
pending sale of the Placement Shares (including in circumstances where such
requirement may be satisfied pursuant to Rule 172 under the Securities Act), the
Company will notify MLV promptly of the time when any subsequent amendment to
the Registration Statement, other than documents incorporated by reference, has
been filed with the Commission and/or has become effective or any subsequent
supplement to the U.S. Prospectus has been filed and any request by the
Commission for any amendment or supplement to the Registration Statement or U.S.
Prospectus or for additional information. </P>
<P style="MARGIN-LEFT: 5%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Notice
of Commission Stop Orders</I>. During any period in which a U.S. Prospectus
relating to any Placement Shares is required to be delivered by MLV under the
Securities Act with respect to a pending sale of Placement Shares, the Company
will advise MLV, promptly after it receives notice or obtains knowledge thereof,
of the issuance or threatened issuance by the Commission of any stop order
suspending the effectiveness of the Registration Statement or any other order
preventing or suspending the use of the U.S. Prospectus, of the suspension of
the qualification of the Placement Shares for offering or sale in any
jurisdiction, or of the initiation or threatening of any proceeding for any such
purpose or any examination pursuant to Section 8(e) of the Securities Act, or if
the Company becomes the subject of a proceeding under Section 8A of the
Securities Act in connection with the offering of the Placement Shares; and the
Company will promptly use its commercially reasonable efforts to prevent the
issuance of any stop or other order or to obtain its withdrawal if such a stop
or other order should be issued. </P>
<P style="MARGIN-LEFT: 5%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<I>Delivery of Prospectus; Subsequent Changes</I>. During any period in which a
U.S. Prospectus relating to the Placement Shares is required to be delivered by
MLV under the Securities Act with respect to a pending sale of the Placement
Shares (including in circumstances where such requirement may be satisfied
pursuant to Rule 172 under the Securities Act), the Company will comply with all
requirements imposed upon it by the Securities Act and Canadian Securities Laws,
as from time to time in force, and to file on or before
their respective due dates all reports and any definitive proxy or information
statements required to be filed by the Company with the Commission pursuant to
Sections 13(a), 13(c) or 15(d) or any other provision of or under the Exchange
Act. If during such period any event occurs as a result of which the U.S.
Prospectus as then amended or supplemented would include an untrue statement of
a material fact or omit to state a material fact necessary to make the
statements therein, in the light of the circumstances then existing, not
misleading, or if during such period it is necessary to amend or supplement the
Registration Statement or U.S. Prospectus to comply with the Securities Act, the
Company will promptly notify MLV to suspend the offering of Placement Shares
during such period and the Company will promptly amend or supplement the
Registration Statement or U.S. Prospectus (at the expense of the Company) so as
to correct such statement or omission or effect such compliance. </P>
<P align=center>21</P>
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<P style="MARGIN-LEFT: 5%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<I>Listing of Placement Shares</I>. During any period in which the U.S.
Prospectus relating to the Placement Shares is required to be delivered by MLV
under the Securities Act with respect to a pending sale of the Placement Shares
(including in circumstances where such requirement may be satisfied pursuant to
Rule 172 under the Securities Act), the Company will use its commercially
reasonable efforts to ensure the Placement Shares are listed on each Exchange.
</P>
<P style="MARGIN-LEFT: 5%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<I>Delivery of Registration Statement and Prospectus</I>. The Company will
furnish to MLV and its counsel (at the expense of the Company) copies of the
Registration Statement, the U.S. Prospectus (including all documents
incorporated by reference therein) and all amendments and supplements to the
Registration Statement or U.S. Prospectus that are filed with the Commission
during any period in which the U.S. Prospectus relating to the Placement Shares
is required to be delivered under the Securities Act. The copies of the
Registration Statement and the U.S. Prospectus and any supplements or amendments
thereto furnished to MLV will be identical to the electronically transmitted
copies thereof filed with the Commission pursuant to IDEA, except to the extent
permitted by Regulation S-T. Notwithstanding the foregoing, the Company will not
be required to furnish any document (other than the U.S. Prospectus) to MLV to
the extent such document is available on IDEA. </P>
<P style="MARGIN-LEFT: 5%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Earnings
Statement</I>. The Company will make generally available to its security holders
as soon as practicable, but in any event not later than 15 months after the end
of the Company&#146;s current fiscal quarter, an earnings statement covering a
12-month period that satisfies the provisions of Section 11(a) and Rule 158 of
the Securities Act. &#147;Earnings statement&#148; and &#147;make generally available&#148; will
have the meanings contained in Rule 158 under the Securities Act. </P>
<P style="MARGIN-LEFT: 5%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Expenses</I>.
The Company will pay all expenses incident to the performance of its obligations
under this Agreement, including (i) the preparation, filing, including any fees
required by the Commission or the Canadian Commissions, and printing of the
Registration Statement, the Form F-X, any Prospectus, the Prospectuses,
(including financial statements and exhibits) as originally filed and of each
amendment and supplement thereto, in such number as MLV shall deem necessary,
(ii) the printing and delivery to MLV of this Agreement and such other documents
as may be required in connection with the
offering, purchase, sale, issuance or delivery of the Placement Shares, (iii)
the preparation, issuance and delivery of the certificates, if any, for the
Placement Shares to MLV, including any stock or other transfer taxes and any
capital duties, stamp duties or other duties or taxes payable upon the sale,
issuance or delivery of the Placement Shares to MLV, (iv) the fees and
disbursements of the counsel, accountants and other advisors to the Company, (v)
the qualification or exemption of the Placement Shares under state securities
laws in accordance with the provisions of Section 7(e) hereof, including filing
fees (provided, however, any fees or disbursements of counsel for MLV in
connection therewith shall be paid by MLV), (vi) the printing and delivery to
MLV of copies of the U.S. Prospectus and any amendments or supplements thereto
in such number as MLV shall deem necessary, (vii) the preparation, printing and
delivery to MLV of copies of the blue sky survey and any supplements thereto, in
such number as MLV shall deem necessary, (viii) the fees and expenses of the
transfer agent and registrar for the Common Shares, (ix) the filing fees
incident to any review by FINRA of the terms of the sale of the Placement
Shares, (x) the fees and expenses incurred in connection with the listing of the
Placement Shares on Amex and the TSX. </P>
<P align=center>22</P>
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<P style="MARGIN-LEFT: 5%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(h)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Use
of Proceeds</I>. The Company will use the Net Proceeds as described in the U.S.
Prospectus in the Section entitled &#147;Use of Proceeds.&#148;</P>
<P style="MARGIN-LEFT: 5%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Notice
of Other Sales</I>. During either the pendency of any Placement Notice given
hereunder, or any period in which the U.S. Prospectus relating to the Placement
Shares is required to be delivered by MLV, the Company shall provide MLV notice
as promptly as reasonably possible before it offers to sell, contracts to sell,
sells, grants any option to sell or otherwise disposes of Common Shares (other
than Placement Shares offered pursuant to the provisions of this Agreement) or
securities convertible into or exchangeable for Common Shares, warrants or any
rights to purchase or acquire Common Shares;<I> provided</I>, that such notice
shall not be required in connection with the (i) issuance, grant or sale of
Common Shares, options to purchase Common Shares or Common Shares issuable upon
the exercise of options or other equity awards pursuant to any employee or
director stock option or benefits plan or stock ownership plan or issuances,
(ii) the issuance or sale of Common Shares pursuant to any dividend reinvestment
plan that the Company may adopt from time to time, (iii) the establishment of a
trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of
Common Shares, provided the implementation of such is disclosed to MLV in
advance or (iv) the issuance of Common Shares upon the exercise of any currently
outstanding warrants, options or other rights in effect or outstanding and
disclosed in filings by the Company available on EDGAR. </P>
<P style="MARGIN-LEFT: 5%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(j)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Change
of Circumstances</I>. The Company will, at any time during the pendency of a
Placement Notice, advise MLV promptly after it shall have received notice or
obtained knowledge thereof, of any information or fact that would alter or
affect in any material respect any opinion, certificate, letter or other
document required to be provided to MLV pursuant to this Agreement. </P>
<P align=center>23</P>
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<P style="MARGIN-LEFT: 5%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(k)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<I>Due Diligence Cooperation</I>. The Company will cooperate with any reasonable
due diligence review conducted by MLV or its agents in connection with the
transactions contemplated hereby, including, without limitation, providing
information and making available documents and senior corporate officers, during
regular business hours and at the Company&#146;s principal offices, as MLV may
reasonably request. </P>
<P style="MARGIN-LEFT: 5%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(l)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Representation
Dates; Certificate</I>. On the date of this Agreement and each time the Company:
</P>
<P style="MARGIN-LEFT: 10%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;files the U.S. Prospectus relating to the Placement Shares or amends or
supplements (other than a prospectus supplement relating solely to an offering
of securities other than the Placement Shares) the Registration Statement or the
U.S. Prospectus relating to the Placement Shares by means of a post-effective
amendment, sticker, or supplement but not by means of incorporation of documents
by reference into the Registration Statement or the U.S. Prospectus relating to
the Placement Shares; </P>
<P style="MARGIN-LEFT: 10%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;files an annual report on Form 20-F or Form 40-F under the Exchange Act
(including any Form 20-F/A or Form 40-F/A containing amended financial
statements or a material amendment to the previously filed Form 20-F); </P>
<P style="MARGIN-LEFT: 10%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
furnishes its quarterly financial statements on Form 6-K under the Exchange Act;
or </P>
<P style="MARGIN-LEFT: 10%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
furnishes a Form 6-K containing amended financial statements under the Exchange
Act (each date of filing of one or more of the documents referred to in clauses
(i) through (iv) shall be a &#147;<B>Representation Date</B>&#148;; </P>
<P style="MARGIN-LEFT: 5%" align=justify>the Company shall furnish MLV with a
certificate, in the form attached hereto as <B>Exhibit D</B> within three (3)
Trading Days after Representation Date. The requirement to provide a certificate
under this Section 7(l) shall be waived for any Representation Date occurring at
a time at which no Placement Notice is pending, which waiver shall continue
until the earlier to occur of the date the Company delivers a Placement Notice
hereunder (which for such calendar quarter shall be considered a Representation
Date) and the next occurring Representation Date;<I> provided</I>,<I>
however</I>, that such waiver shall not apply for any Representation Date on
which the Company files its annual report on Form 20-F or Form 40-F.
Notwithstanding the foregoing, if the Company subsequently decides to sell
Placement Shares following a Representation Date when the Company relied on such
waiver and did not provide MLV with a certificate under this Section 7(l), then
before the Company delivers the Placement Notice or MLV sells any Placement
Shares, the Company shall provide MLV with a certificate, in the form attached
hereto as <B>Exhibit D</B>, dated the date of the Placement Notice. </P>
<P align=center>24</P>
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<P style="MARGIN-LEFT: 5%" align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(m)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<i>Legal
Opinion</i>. (1) On the date of this Agreement and (2) within three (3) Trading
Days after each Representation Date with respect to which the Company is
obligated to deliver a certificate in the form attached hereto as <b>Exhibit
D</b> for which no waiver is applicable, the Company shall cause to be furnished
to MLV written opinions and negative assurance letters of (x)
Lang Michener LLP (&#147;<B>Canadian Company Counsel</B>&#148;) and (y) Dorsey &amp;
Whitney LLP (&#147;<B>US Company Counsel</B>&#148;) in forms reasonably acceptable to MLV,
each dated the date that the opinion is required to be delivered, to relate to
the Canadian Prospectus, the Registration Statement and the U.S. Prospectus, as
applicable, as then amended or supplemented;<I> provided</I>,<I> however</I>,
that in lieu of such opinions for subsequent Representation Dates after the date
hereof, counsel may furnish MLV with a letter (a &#147;<B>Reliance Letter</B>&#148;) to
the effect that MLV may rely on a prior opinion delivered under this Section
7(m) to the same extent as if it were dated the date of such letter (except that
statements in such prior opinion shall be deemed to relate to the Canadian
Prospectus, the Registration Statement and the U.S. Prospectus, as applicable,
as amended or supplemented at such Representation Date). In addition, on the
date hereof, the Company shall deliver to MLV such other opinion letters as it
shall reasonably request, each in forms reasonably acceptable to MLV and dated
the date of this Agreement. </P>
<P style="MARGIN-LEFT: 5%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(n)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Comfort
Letter</I>. On the date of this Agreement and within three (3) Trading Days
after each Representation Date with respect to which the Company is obligated to
deliver a certificate in the form attached hereto as <B>Exhibit D</B> for which
no waiver is applicable, the Company shall cause its independent accountants
(and any other independent accountants whose report is included in the
Registration Statement or the Prospectus), to furnish MLV letters (the
&#147;<B>Comfort Letters</B>&#148;) in form and substance satisfactory to MLV, (i)
confirming that they are an independent registered public accounting firm within
the meaning of the Securities Act, the Exchange Act, and the PCAOB, (ii)
stating, as of such date, the conclusions and findings of such firm with respect
to the financial information and other matters ordinarily covered by accountants
&#147;comfort letters&#148; to underwriters in connection with registered public offerings
(the first such letter, the &#147;<B>Initial Comfort Letter</B>&#148;) and (iii) updating
the Initial Comfort Letter with any information that would have been included in
the Initial Comfort Letter had it been given on such date and modified as
necessary to relate to the Canadian Prospectus, the Registration Statement and
the U.S. Prospectus, as amended and supplemented to the date of such letter.
</P>
<P style="MARGIN-LEFT: 5%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(o)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<I>Filings with the Exchange</I>. The Company will timely file with each
Exchange all material documents and notices required by each Exchange of
companies that have or will issue securities that are traded on each Exchange.
</P>
<P style="MARGIN-LEFT: 5%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(p)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Canadian
Securities Laws, Securities Act, and Exchange Act</I>. The Company will use its
reasonable best efforts to comply with all requirements imposed upon it by
Canadian Securities Laws, the Securities Act and the Exchange Act as from time
to time in force, so far as necessary to permit the continuance of sales of, or
dealings in, the Placement Shares as contemplated by the provisions hereof and
the U.S. Prospectus. </P>
<P style="MARGIN-LEFT: 5%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(q)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Regulation
M</I>. If the Company has reason to believe that the exemptive provisions set
forth in Rule 101(c)(1) of Regulation M under the Exchange Act are not satisfied
with respect to the Company or the Common Shares, it shall promptly notify MLV and sales of the Placement Shares
under this Agreement shall be suspended until that or other exemptive provisions
have been satisfied in the judgment of each party. </P>
<P align=center>25</P>
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<P style="MARGIN-LEFT: 5%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(r)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Transfer
Agent</I>. The Company shall maintain, at its expense, a registrar and transfer
agent for the Common Shares. </P>
<P style="MARGIN-LEFT: 5%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(s)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<I>Disclosure of Sales</I>. The Company will disclose in its quarterly reports
and in its annual report on Form 20-F or Form 40-F filed with the Commission the
number of Placement Shares sold through MLV during the relevant quarter. </P>
<P style="MARGIN-LEFT: 5%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(t)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  <I>Market Stabilization</I>. The Company will not, and will use its commercially
  reasonable efforts to cause its officers, trustees and affiliates not to, (i)
  take, directly or indirectly, any action designed to stabilize or manipulate
  the price of any security of the Company, or which may cause or result in, or
  which might in the future reasonably be expected to cause or result in, the
  stabilization or manipulation of the price of any security of the Company, to
  facilitate the sale or resale of any of the Placement Shares, (ii) sell, bid
  for, purchase or pay anyone any compensation for soliciting purchases of the
  Placement Shares during the pendency of any Placement Notice or (iii) pay or
  agree to pay to any person any compensation for soliciting any order to purchase
  any other securities of the Company during the pendency of any Placement Notice;
  provided, however, that upon consent of MLV the Company may bid for and purchase
  Common Shares in accordance with Rule 10b-18 under the Exchange Act and in compliance
  with Canadian Securities Laws and TSX rules and policies, to the extent applicable.</P>
<P style="MARGIN-LEFT: 5%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(u)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<I>Reports, etc</I>. The Company shall (i) file timely all reports required to
be filed by the Company with the Commission; (ii) file promptly all reports and
other documents required to be filed by the Company to comply with Canadian
Securities Laws, (iii) to provide MLV with a copy of such reports and statements
and other documents filed by the Company pursuant to the Canadian Securities
Laws and promptly notify MLV of such filing unless available on SEDAR; (iv)
advise MLV, promptly after it receives notices thereof, (x) of any request by
the BCSC or the Commission to amend or supplement the Registration Statement,
the Canadian Base Prospectus, the U.S. Base Prospectus, the U.S. Prospectus
Supplement, the Canadian Prospectus Supplement or any Issuer Free Writing
Prospectus, if any, or for additional information with respect thereto or (y) of
the issuance by the Commission or a Canadian Securities Commission of any stop
order suspending the effectiveness of the Registration Statement or the
Prospectuses, respectively, or the institution or threatening of any proceeding
for any such purpose. </P>
<P align=center>26</P>
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<P style="MARGIN-LEFT: 5%" align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(v)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<i>Shelf
Procedures</i>. The Company shall comply with the requirements of the Shelf
Procedures and General Instruction II.L of Form F-10 and file the Canadian
Prospectus Supplement with the BCSC and the U.S. Prospectus Supplement with the
Commission on the day which is no later than two Business Days following the
date of this Agreement. If during the period in which a prospectus is required
by law to be delivered by MLV, any event shall occur that makes any statement
made in the Registration Statement, the U.S. Prospectus, the Canadian Prospectus
or the Issuer Free Writing Prospectus, if any, untrue or
that as a result of which, in the judgment of the Company or in the reasonable
opinion of the MLV or counsel for the MLV, it becomes necessary to amend or
supplement the Registration Statement in order to make the statements therein
not misleading, or the U.S. Prospectus or the Canadian Prospectus in order to
(i) constitute full, true and plain disclosure of all material facts; and (ii)
make the statements therein, in the light of the circumstances in which they are
made, not misleading, or, if it is necessary at any time to amend or supplement
the Registration Statement, the U.S. Prospectus, the Canadian Prospectus or any
Issuer Free Writing Prospectus, if any, to comply with any law, the Company
promptly will prepare and file with the Commission and the BCSC, and furnish at
its own expense to MLV, an appropriate amendment to the Registration Statement
or supplement to the U.S. Prospectus, Canadian Prospectus or such Issuer Free
Writing Prospectus, if any, so that the Registration Statement as so amended or
the U.S. Prospectus or the Canadian Prospectus, as so amended or supplemented
will (i) constitute full, true and plain disclosure of all material facts; and
(ii) not, in the light of the circumstances when it is so delivered, be
misleading, or so that the Registration Statement, U.S. Prospectus or the
Canadian Prospectus will comply with such law. Before amending the Registration
Statement or amending or supplementing the U.S. Prospectus or the Canadian
Prospectus in connection with this Agreement, the Company will furnish the MLV
with a copy of such proposed amendment or supplement and will not file such
amendment or supplement to which MLV reasonably objects. </P>
<P style="MARGIN-LEFT: 5%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(w)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Available
Shares</I>. The Company will ensure that there are at all times sufficient
Common Shares to provide for the issuance, free of any preemptive rights, out
its authorized but unissued Common Shares, of the Maximum Amount. </P>
<P
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;8.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Conditions
to MLV&#146;s Obligations</U>. The obligations of MLV hereunder with respect to a
Placement Notice will be subject to the continuing accuracy and completeness of
the representations and warranties made by the Company herein, to the due
performance by the Company of its obligations hereunder, to the completion by
MLV of a due diligence review satisfactory to MLV in its reasonable judgment,
and to the continuing satisfaction (or waiver by MLV in its sole discretion) of
the following additional conditions: </P>
<P style="MARGIN-LEFT: 5%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Registration
Statement Effective</I>. The Registration Statement shall have become effective
and shall be available for the sale of all Placement Shares contemplated to be
issued by any Placement Notice. </P>
<P style="MARGIN-LEFT: 5%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<I>No Material Notices</I>. None of the following events shall have occurred and
be continuing: (i) receipt by the Company of any request for additional
information from the Commission or any other federal or state governmental
authority during the period of effectiveness of the Registration Statement, the
response to which would require any post-effective amendments or supplements to
the Registration Statement or the U.S. Prospectus; (ii) the issuance by the
Commission or any other federal or state governmental authority of any stop
order suspending the effectiveness of the Registration Statement or the
initiation of any proceedings for that purpose; (iii) receipt by the Company of
any notification with respect to the suspension of the qualification or
exemption from qualification of any of the Placement Shares for sale in any
jurisdiction or the initiation or threatening of any
proceeding for such purpose; (iv) the occurrence of any event that makes any
material statement made in the Registration Statement or the U.S. Prospectus
untrue in any material respect or that requires the making of any changes in the
Registration Statement, related U.S. Prospectus or documents so that, in the
case of the Registration Statement, it will not contain any materially untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein not misleading and,
that in the case of the U.S. Prospectus, it will not contain any materially
untrue statement of a material fact or omit to state any material fact required
to be stated therein or necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading. </P>
<P align=center>27</P>
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<P style="MARGIN-LEFT: 5%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Material
Changes</I>. Except as contemplated in the Prospectuses, or disclosed in the
Company&#146;s reports filed with the Commission, there shall not have been any
material adverse change, on a consolidated basis, in the authorized capital of
the Company or any Material Adverse Effect, or any development that could
reasonably be expected to cause a Material Adverse Effect, the effect of which,
in the reasonable judgment of MLV (without relieving the Company of any
obligation or liability it may otherwise have), is so material as to make it
impracticable or inadvisable to proceed with the offering of the Placement
Shares on the terms and in the manner contemplated in the U.S. Prospectus. </P>
<P style="MARGIN-LEFT: 5%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Legal
Opinion</I>. MLV shall have received the opinions and negative assurances of
Canadian Company Counsel and U.S. Company Counsel required to be delivered
pursuant to Section 7(m) on or before the date on which such delivery of such
opinions are required pursuant to Section 7(m). </P>
<P style="MARGIN-LEFT: 5%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<I>Comfort Letter</I>. MLV shall have received the Comfort Letter required to be
delivered pursuant to Section 7(n) on or before the date on which such delivery
of such opinion is required pursuant to Section 7(n). </P>
<P style="MARGIN-LEFT: 5%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Representation
Certificate</I>. MLV shall have received the certificate required to be
delivered pursuant to Section 7(l) on or before the date on which delivery of
such certificate is required pursuant to Section 7(l). </P>
<P style="MARGIN-LEFT: 5%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<I>No Exchange Suspension or FINRA Objection</I>. Trading in the Common Shares
shall not have been suspended on either Exchange. FINRA shall not have objected
to the fairness or reasonableness of the terms or arrangements under this
Agreement. </P>
<P style="MARGIN-LEFT: 5%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(h)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Other
Materials</I>. On each date on which the Company is required to deliver a
certificate pursuant to Section 7(l), the Company shall use its commercially
reasonable efforts to furnish to MLV such appropriate further information,
certificates and documents as MLV may reasonably request. All such opinions,
certificates, letters and other documents will be in compliance with the
provisions hereof. The Company will furnish MLV with such conformed copies of
such opinions, certificates, letters and other documents as MLV shall reasonably
request. </P>
<P align=center>28</P>
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<P style="MARGIN-LEFT: 5%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Listing</I>.
The Placement Shares shall have been approved for listing on Amex, subject only
to notice of issuance, prior to the issuance of any Placement Notice. </P>
<P style="MARGIN-LEFT: 5%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(j)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>No
Governmental Objections</I>. No U.S., Canadian, or other governmental authority
shall have issued any opinion, guidance, objection, or advice that can be
construed as limiting or restricting in any way the ability of MLV to carry out
the transactions contemplated hereunder. </P>
<P style="MARGIN-LEFT: 5%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(k)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Termination
of Agreement</I>. If any condition specified in this Section 8 shall not have
been fulfilled when and as required to be fulfilled, this Agreement may be
terminated by MLV by notice to the Company. Notice of such cancellation shall be
given in writing and addressed to each of the individuals of the Company set
forth in <B>Exhibit B</B>. </P>
<P style="MARGIN-LEFT: 5%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(l)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<EM>No
Termination Event</EM>. There shall not have occurred any event or condition
that would permit MLV to terminate this Agreement pursuant to Section 11. </P>
<P
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Indemnification
and Contribution</U>. </P>
<P style="MARGIN-LEFT: 5%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Company
Indemnification</I>. The Company agrees to indemnify and hold harmless MLV, its
partners, members, directors, officers, employees and agents and each person, if
any, who controls MLV within the meaning of Section 15 of the Securities Act or
Section 20 of the Exchange Act as follows: </P>
<P style="MARGIN-LEFT: 10%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;against any and all loss, liability, claim, damage and expense whatsoever,
as incurred, joint or several, arising out of or based upon any untrue statement
or alleged untrue statement of a material fact contained in the Registration
Statement (or any amendment thereto), or the omission or alleged omission
therefrom of a material fact required to be stated therein or necessary to make
the statements therein not misleading, or arising out of any untrue statement or
alleged untrue statement of a material fact included in any related Issuer Free
Writing Prospectus or the Prospectuses (or any amendment or supplement thereto),
or the omission or alleged omission therefrom of a material fact necessary in
order to make the statements therein, in the light of the circumstances under
which they were made, not misleading; </P>
<P style="MARGIN-LEFT: 10%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;against any and all loss, liability, claim, damage and expense whatsoever,
as incurred, joint or several, to the extent of the aggregate amount paid in
settlement of any litigation, or any investigation or proceeding by any
governmental agency or body, commenced or threatened, or of any claim whatsoever
based upon any such untrue statement or omission, or any such alleged untrue
statement or omission; provided that (subject to Section 9(d) below) any such
settlement is effected with the written consent of the Company, which consent
shall not unreasonably be delayed or withheld; and </P>
<P style="MARGIN-LEFT: 10%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;against
any and all expense whatsoever, as incurred (including the fees and
disbursements of counsel), reasonably incurred in investigating, preparing or
defending against any litigation, or any investigation or proceeding by any governmental agency or body,
commenced or threatened, or any claim whatsoever based upon any such untrue
statement or omission, or any such alleged untrue statement or omission, to the
extent that any such expense is not paid under (i) or (ii) above, </P>
<P align=center>29</P>
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<P align=justify>provided, however, that this indemnity agreement shall not
apply to any loss, liability, claim, damage or expense to the extent arising out
of any untrue statement or omission or alleged untrue statement or omission made
solely in reliance upon and in conformity with written information furnished to
the Company by MLV expressly for use in the Registration Statement (or any
amendment thereto), or in any related Issuer Free Writing Prospectus or the
Prospectuses (or any amendment or supplement thereto). </P>
<P style="MARGIN-LEFT: 5%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>MLV
Indemnification</I>. MLV agrees to indemnify and hold harmless the Company and
its directors and each officer of the Company who signed the Registration
Statement, and each person, if any, who (i) controls the Company within the
meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or
(ii) is controlled by or is under common control with the Company (a &#147;<B>Company
Affiliate</B>&#148;) against any and all loss, liability, claim, damage and expense
described in the indemnity contained in subsection (a) of this Section 9, as
incurred, but only with respect to untrue statements or omissions, or alleged
untrue statements or omissions, made in the Registration Statement (or any
amendment thereto), any Issuer Free Writing Prospectus or the Prospectuses (or
any amendment or supplement thereto) solely in reliance upon and in conformity
with written information furnished to the Company by MLV expressly for use
therein. </P>
<P style="MARGIN-LEFT: 5%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<I>Procedure</I>. Any party that proposes to assert the right to be indemnified
under this Section 9 will, promptly after receipt of notice of commencement of
any action against such party in respect of which a claim is to be made against
an indemnifying party or parties under this Section 9, notify each such
indemnifying party of the commencement of such action, enclosing a copy of all
papers served, but the omission so to notify such indemnifying party will not
relieve the indemnifying party from (i) any liability that it might have to any
indemnified party otherwise than under this Section 9 and (ii) any liability
that it may have to any indemnified party under the foregoing provision of this
Section 9 unless, and only to the extent that, such omission results in the
forfeiture of substantive rights or defenses by the indemnifying party. If any
such action is brought against any indemnified party and it notifies the
indemnifying party of its commencement, the indemnifying party will be entitled
to participate in and, to the extent that it elects by delivering written notice
to the indemnified party promptly after receiving notice of the commencement of
the action from the indemnified party, jointly with any other indemnifying party
similarly notified, to assume the defense of the action, with counsel reasonably
satisfactory to the indemnified party, and after notice from the indemnifying
party to the indemnified party of its election to assume the defense, the
indemnifying party will not be liable to the indemnified party for any legal or
other expenses except as provided below and except for the reasonable costs of
investigation subsequently incurred by the indemnified party in connection with
the defense. The indemnified party will have the right to employ its own counsel
in any such action, but the fees, expenses and other charges of such counsel will be at the expense of such
indemnified party unless (1) the employment of counsel by the indemnified party
has been authorized in writing by the indemnifying party, (2) the indemnified
party has reasonably concluded (based on advice of counsel) that there may be
legal defenses available to it or other indemnified parties that are different
from or in addition to those available to the indemnifying party, (3) a conflict
or potential conflict exists (based on advice of counsel to the indemnified
party) between the indemnified party and the indemnifying party (in which case
the indemnifying party will not have the right to direct the defense of such
action on behalf of the indemnified party) or (4) the indemnifying party has not
in fact employed counsel to assume the defense of such action within a
reasonable time after receiving notice of the commencement of the action, in
each of which cases the reasonable fees, disbursements and other charges of
counsel will be at the expense of the indemnifying party or parties. It is
understood that the indemnifying party or parties shall not, in connection with
any proceeding or related proceedings in the same jurisdiction, be liable for
the reasonable fees, disbursements and other charges of more than one separate
firm (in addition to any local counsel) for all such indemnified party or
parties. All such fees, disbursements and other charges will be reimbursed by
the indemnifying party promptly as they are incurred. No indemnifying party
shall, without the prior written consent of the indemnified parties, settle or
compromise or consent to the entry of any judgment with respect to any
litigation, or any investigation or proceeding by any governmental agency or
body, commenced or threatened, or any claim whatsoever in respect of which
indemnification or contribution could be sought under this Section 9 hereof
(whether or not the indemnified parties are actual or potential parties
thereto), unless such settlement, compromise or consent (i) includes an
unconditional release of each indemnified party from all liability arising out
of such litigation, investigation, proceeding or claim and (ii) does not include
a statement as to or an admission of fault, culpability or a failure to act by
or on behalf of any indemnified party. </P>
<P align=center>30</P>
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<P style="MARGIN-LEFT: 5%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<I>Settlement Without Consent if Failure to Reimburse</I>. If an indemnified
party shall have requested an indemnifying party to reimburse the indemnified
party for reasonable fees and expenses of counsel, such indemnifying party
agrees that it shall be liable for any settlement of the nature contemplated by
Section 9(a)(ii) effected without its written consent if (1) such settlement is
entered into more than 45 days after receipt by such indemnifying party of the
aforesaid request, (2) such indemnifying party shall have received notice of the
terms of such settlement at least 30 days prior to such settlement being entered
into and (3) such indemnifying party shall not have reimbursed such indemnified
party in accordance with such request prior to the date of such settlement. </P>
<P style="MARGIN-LEFT: 5%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Contribution</I>.
In order to provide for just and equitable contribution in circumstances in
which the indemnification provided for in the foregoing paragraphs of this
Section 9 is applicable in accordance with its terms but for any reason is held
to be unavailable from the Company or MLV, the Company and MLV will contribute
to the total losses, claims, liabilities, expenses and damages (including any
investigative, legal and other expenses reasonably incurred in connection with,
and any amount paid in settlement of, any action, suit or proceeding or any
claim asserted, but after deducting any contribution received by the Company
from persons other than MLV, if any), to</P>
<P align=center>31</P>
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<P style="MARGIN-LEFT: 5%" align=justify>which the Company and MLV may be
subject in such proportion as shall be appropriate to reflect the relative
benefits received by the Company, on the one hand, and MLV, on the other. The
relative benefits received by the Company on the one hand and MLV on the other
hand shall be deemed to be in the same proportion as the total net proceeds from
the sale of the Placement Shares (before deducting expenses) received by the
Company bear to the total compensation received by MLV from the sale of
Placement Shares on behalf of the Company. If, but only if, the allocation
provided by the foregoing sentence is not permitted by applicable law, the
allocation of contribution shall be made in such proportion as is appropriate to
reflect not only the relative benefits referred to in the foregoing sentence but
also the relative fault of the Company, on the one hand, and MLV, on the other,
with respect to the statements or omission that resulted in such loss, claim,
liability, expense or damage, or action in respect thereof, as well as any other
relevant equitable considerations with respect to such offering. Such relative
fault shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or omission or alleged
omission to state a material fact relates to information supplied by the
Company, on the one hand, or MLV, on the other, the intent of the parties and
their relative knowledge, access to information and opportunity to correct or
prevent such statement or omission. The Company and MLV agree that it would not
be just and equitable if contributions pursuant to this Section 9(e) were to be
determined by pro rata allocation or by any other method of allocation that does
not take into account the equitable considerations referred to herein. The
amount paid or payable by an indemnified party as a result of the loss, claim,
liability, expense, or damage, or action in respect thereof, referred to above
in this Section 9(e) shall be deemed to include, for the purpose of this Section
9(e), any legal or other expenses reasonably incurred by such indemnified party
in connection with investigating or defending any such action or claim to the
extent consistent with Section 9(d) hereof. Notwithstanding the foregoing
provisions of this Section 9(e), MLV shall not be required to contribute any
amount in excess of the commissions received by it under this Agreement and no
person found guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) will be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation. For purposes of
this Section 9(e), any person who controls a party to this Agreement within the
meaning of the Securities Act, and any officers, directors, partners, employees
or agents of MLV, will have the same rights to contribution as that party, and
each trustee of the Company and each officer of the Company who signed the
Registration Statement will have the same rights to contribution as the Company,
subject in each case to the provisions hereof. Any party entitled to
contribution, promptly after receipt of notice of commencement of any action
against such party in respect of which a claim for contribution may be made
under this Section 9(e), will notify any such party or parties from whom
contribution may be sought, but the omission to so notify will not relieve that
party or parties from whom contribution may be sought from any other obligation
it or they may have under this Section 9(e) except to the extent that the
failure to so notify such other party materially prejudiced the substantive
rights or defenses of the party from whom contribution is sought. Except for a
settlement entered into pursuant to the last sentence of Section 9(d) hereof,
no party will be liable for contribution
with respect to any action or claim settled without its written consent if such
consent is required pursuant to Section 9(d) hereof. </P>
<P align=center>32</P>
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<P
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Representations
and Agreements to Survive Delivery</U>. All representations and warranties of
the Company herein or in certificates delivered pursuant hereto shall survive,
as of their respective dates, regardless of (i) any investigation made by or on
behalf of MLV, any controlling persons, or the Company (or any of their
respective officers, directors or controlling persons), (ii) delivery and
acceptance of the Placement Shares and payment therefor or (iii) any termination
of this Agreement. </P>
<P
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;11.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<U>Termination</U>. </P>
<P style="MARGIN-LEFT: 5%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Termination;
General</I>. MLV may terminate this Agreement, by notice to the Company, as
hereinafter specified at any time (1) if there has been, since the time of
execution of this Agreement or since the date as of which information is given
in the Prospectuses, any change, or any development or event involving a
prospective change, which individually or in the aggregate, in the sole judgment
of MLV has or could have a Material Adverse Effect and makes it impractical or
inadvisable to market the Placement Shares or to enforce contracts for the sale
of the Placement Shares, (2) if there has occurred any material adverse change
in the financial markets in the United States, Canada, or the international
financial markets, any outbreak of hostilities or escalation thereof or other
calamity or crisis or any change or development involving a prospective change
in national or international political, financial or economic conditions, in
each case the effect of which is such as to make it, in the judgment of MLV,
impracticable or inadvisable to market the Placement Shares or to enforce
contracts for the sale of the Placement Shares, (3) if trading in the Placement
Shares has been suspended or limited by a Canadian Commission, the Commission,
or either Exchange, or if trading generally on the TSX or Amex has been
suspended or limited, or minimum prices for trading have been fixed on either
Exchange, (4) if any suspension of trading of any securities of the Company on
any exchange or in the over-the-counter market shall have occurred and be
continuing, (5) if a major disruption of securities settlements or clearance
services in the United States or Canada shall have occurred and be continuing,
or (6) if a banking moratorium has been declared by (x) U.S. Federal or New York
State authorities or (y) Canadian authorities. </P>
<P style="MARGIN-LEFT: 5%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Termination
by the Company</I>. The Company shall have the right to terminate this Agreement
in its sole discretion at any time after the date of this Agreement. </P>
<P style="MARGIN-LEFT: 5%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<I>Termination by MLV</I>. MLV shall have the right, by giving ten (10) days
notice as hereinafter specified to terminate this Agreement in its sole
discretion at any time after the date of this Agreement. </P>
<P style="MARGIN-LEFT: 5%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<I>Automatic Termination</I>. Unless earlier terminated pursuant to this Section
11, this Agreement shall automatically terminate on the earlier of (i) November
1, 2012 and (ii) the issuance and sale of the Maximum Amount of Placement Shares
through MLV pursuant to this Agreement. </P>
<P align=center>33</P>
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<P style="MARGIN-LEFT: 5%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Continued
Force and Effect</I>. This Agreement shall remain in full force and effect
unless terminated pursuant to Sections 8(k), 11(a), (b), (c), or (d) above or
otherwise by mutual agreement of the parties. </P>
<P style="MARGIN-LEFT: 5%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<EM>Effectiveness
of Termination</EM>. Any termination of this Agreement shall be effective on the
date specified in such notice of termination;<I> provided</I>,<I> however</I>,
that such termination shall not be effective until the close of business on the
date specified in such notice by MLV or the Company, as the case may be. If such
termination shall occur prior to the Settlement Date for any sale of Placement
Shares, such Placement Shares shall settle in accordance with the provisions of
this Agreement. </P>
<P style="MARGIN-LEFT: 5%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Liabilities</I>.
If this Agreement is terminated pursuant to Section 8(k) or this Section 11,
such termination shall be without liability of any party to any other party
except as provided in Section 7(g) hereof, and except that, in the case of any
termination of this Agreement, Section 9, Section 16 and Section 17 hereof, and
the obligation herein to pay any discount, commission or other compensation
accrued but unpaid, shall survive such termination and remain in full force and
effect. </P>
<P
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;12.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<U>Notices</U>. All notices or other communications required or permitted to be
given by any party to any other party pursuant to the terms of this Agreement
shall be in writing, unless otherwise specified in this Agreement, and if sent
to MLV, shall be delivered to McNicoll Lewis &amp; Vlak LLC, 420 Lexington
Avenue, New York, New York 10170, fax no.: (212) 317-1515, Attention: Patrice
McNicoll, with copies to Dean M. Colucci, General Counsel, at the same address,
and LeClairRyan, 830 Third Avenue, New York, New York 10022, fax no.: (973)
491-3415, Attention: James T. Seery; or if sent to the Company, shall be
delivered to TASEKO MINES LIMITED, 905 West Pender Street, Vancouver, British
Columbia, Canada, V6C 1L6, Attention: Peter Mitchell, Chief Financial Officer,
with a copy to Lang Michener LLP, 1500-1055 West Georgia Street, Vancouver,
British Columbia, Canada, V6E 4N7, Attention: Bernhard Zinkhofer. Each party to
this Agreement may change such address for notices by sending to the parties to
this Agreement written notice of a new address for such purpose. Each such
notice or other communication shall be deemed given (i) when delivered
personally or by verifiable facsimile transmission (with an original to follow)
on or before 4:30 p.m., New York City time, on a Business Day or, if such day is
not a Business Day, on the next succeeding Business Day, (ii) on the next
Business Day after timely delivery to a nationally-recognized overnight courier
and (iii) on the Business Day actually received if deposited in the U.S. or
Canadian mail (in either case, certified or registered mail, return receipt
requested, postage prepaid). For purposes of this Agreement, &#147;<B>Business
Day</B>&#148; shall mean any day on which the Exchanges and commercial banks in the
City of New York and Vancouver, B.C. are open for business. </P>
<P
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;13.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<U>Successors and Assigns</U>. This Agreement shall inure to the benefit of and
be binding upon the Company and MLV and their respective successors and the
affiliates, controlling persons, officers and directors referred to in Section 9
hereof. References to any of the parties contained in this Agreement shall be
deemed to include the successors and permitted assigns of such party. Nothing in
this Agreement, express or implied, is intended to confer upon any party other
than the parties hereto or their respective successors and permitted assigns any
rights, remedies, obligations or liabilities under or by reason of this
Agreement, except as expressly provided in this Agreement. Neither party may assign
its rights or obligations under this Agreement without the prior written consent
of the other party. </P>
<P align=center>34</P>
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<P
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;14.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<U>Adjustments for Stock Splits</U>. The parties acknowledge and agree that all
share-related numbers contained in this Agreement shall be adjusted to take into
account any stock split, stock dividend or similar event effected with respect
to the Placement Shares. </P>
<P
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;15.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Entire
Agreement; Amendment; Severability</U>. This Agreement (including all schedules
and exhibits attached hereto and placement notices issued pursuant hereto)
constitutes the entire agreement and supersedes all other prior and
contemporaneous agreements and undertakings, both written and oral, among the
parties hereto with regard to the subject matter hereof. Neither this Agreement
nor any term hereof may be amended except pursuant to a written instrument
executed by the Company and MLV. In the event that any one or more of the
provisions contained herein, or the application thereof in any circumstance, is
held invalid, illegal or unenforceable as written by a court of competent
jurisdiction, then such provision shall be given full force and effect to the
fullest possible extent that it is valid, legal and enforceable, and the
remainder of the terms and provisions herein shall be construed as if such
invalid, illegal or unenforceable term or provision was not contained herein,
but only to the extent that giving effect to such provision and the remainder of
the terms and provisions hereof shall be in accordance with the intent of the
parties as reflected in this Agreement. </P>
<P
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;16.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>APPLICABLE
LAW; CONSENT TO JURISDICTION</U>. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS. EACH PARTY HEREBY IRREVOCABLY
SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS
SITTING IN THE CITY OF NEW YORK, BOROUGH OF MANHATTAN, FOR THE ADJUDICATION OF
ANY DISPUTE HEREUNDER OR IN CONNECTION WITH ANY TRANSACTION CONTEMPLATED HEREBY,
AND HEREBY IRREVOCABLY WAIVES, AND AGREES NOT TO ASSERT IN ANY SUIT, ACTION OR
PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF
ANY SUCH COURT, THAT SUCH SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN
INCONVENIENT FORUM OR THAT THE VENUE OF SUCH SUIT, ACTION OR PROCEEDING IS
IMPROPER. EACH PARTY HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF PROCESS AND
CONSENTS TO PROCESS BEING SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING BY
MAILING A COPY THEREOF (CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED)
TO SUCH PARTY AT THE ADDRESS IN EFFECT FOR NOTICES TO IT UNDER THIS AGREEMENT
AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE GOOD AND SUFFICIENT SERVICE OF
PROCESS AND NOTICE THEREOF. NOTHING CONTAINED HEREIN SHALL BE DEEMED TO LIMIT IN
ANY WAY ANY RIGHT TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW. THE COMPANY
HAS IRREVOCABLY APPOINTED CORPORATION SERVICE COMPANY AS ITS AUTHORIZED AGENT
(&#147;AUTHORIZED AGENT&#148;) UPON WHOM PROCESS MAY BE SERVED IN ANY ACTION ARISING OUT
OF OR BASED ON THE REGISTRATION STATEMENT. SERVICE OF PROCESS UPON THE
AUTHORIZED AGENT SHALL BE DEEMED, IN EVERY RESPECT, EFFECTIVE SERVICE OF PROCESS UPON THE
COMPANY. </P>
<P align=center>35</P>
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<P
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;17.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<U>WAIVER OF JURY TRIAL</U>. THE COMPANY AND MLV EACH HEREBY IRREVOCABLY WAIVES
ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON OR
ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. </P>
<P
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;18.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<U>Counterparts</U>. This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument. Delivery of an executed Agreement by one
party to the other may be made by facsimile transmission. </P>
<P
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;19.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Definitions</U>.
As used in this Agreement, the following terms have the respective meanings set
forth below: </P>
<P style="MARGIN-LEFT: 5%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<B>&#147;Acts&#148;</B> means, collectively, the Securities Act and the Exchange Act or
equivalent securities regulatory legislation of the Qualifying Jurisdictions;
</P>
<P style="MARGIN-LEFT: 5%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<B>&#147;Applicable Securities Laws&#148; </B>means, with respect to this Agreement,
collectively, the Acts and Regulations having application and the rules,
policies, notices and orders issued by the applicable Regulatory Authorities
having application; </P>
<P style="MARGIN-LEFT: 5%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&#147;<B>Applicable Time</B>&#148; means the date of this Agreement, the date on which a
Placement Notice is given, any date on which Placement Shares are sold
hereunder, or such other time as agreed to by the Company and MLV; </P>
<P style="MARGIN-LEFT: 5%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>&#147;Commissions&#148;</B>
means, collectively, the Commission and the Canadian Commissions; </P>
<P style="MARGIN-LEFT: 5%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>&#147;Issuer
Free Writing Prospectus</B>&#148; means any &#147;issuer free writing prospectus,&#148; as
defined in Rule 433, relating to the Placement Shares that (1) is required to be
filed with the Commission by the Company, (2) is a &#147;road show&#148; that is a
&#147;written communication&#148; within the meaning of Rule 433(d)(8)(i) whether or not
required to be filed with the Commission, or (3) is exempt from filing pursuant
to Rule 433(d)(5)(i) because it contains a description of the Placement Shares
or of the offering that does not reflect the final terms, and all free writing
prospectuses that are listed in <B>Exhibit G </B>hereto, in each case in the
form filed or required to be filed with the Commission or, if not required to be
filed, in the form retained in the Company&#146;s records pursuant to Rule 433(g)
under the Securities Act; </P>
<P style="MARGIN-LEFT: 5%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<B>&#147;Qualifying Jurisdictions&#148;</B> means all Canadian provinces (except the
Province of Quebec) and the United States; </P>
<P style="MARGIN-LEFT: 5%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<B>&#147;Regulations</B>&#148; means, collectively, the securities rules or regulations
proclaimed under the Acts; </P>
<P style="MARGIN-LEFT: 5%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(h)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&#147;<B>Rule 433</B>&#148; means Rule 433 under the Securities Act. </P>
<P align=center>36</P>
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<P style="MARGIN-LEFT: 5%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>&#147;United
States&#148;</B> means the United States of America, its territories and possessions,
any state of the United States, and the District of Columbia. </P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All
references in this Agreement to financial statements and schedules and other
information that is &#147;contained,&#148; &#147;included&#148; or &#147;stated&#148; in the Registration
Statement or the Prospectus (and all other references of like import) shall be
deemed to mean and include all such financial statements and schedules and other
information that is incorporated by reference in the Registration Statement or
the U.S. Prospectus, as the case may be. </P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All
references in this Agreement to the Registration Statement, the U.S. Prospectus
or any amendment or supplement to any of the foregoing shall be deemed to
include the copy filed with the Commission pursuant to IDEA; all references in
this Agreement to any Issuer Free Writing Prospectus (other than any Issuer Free
Writing Prospectuses that, pursuant to Rule 433, are not required to be filed
with the Commission) shall be deemed to include the copy thereof filed with the
Commission pursuant to IDEA. </P>
<P
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;20.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Permitted
Free Writing Prospectuses</U>. The Company represents, warrants and agrees that,
unless it obtains the prior consent of MLV, and MLV represents, warrants and
agrees that, unless it obtains the prior consent of the Company, it has not made
and will not make any offer relating to the Placement Shares that would
constitute an Issuer Free Writing Prospectus, or that would otherwise constitute
a &#147;free writing prospectus, as defined in Rule 405, required to be filed with
the Commission. Any such free writing prospectus consented to by MLV or by the
Company, as the case may be, is hereinafter referred to as a &#147;<B>Permitted Free
Writing Prospectus</B>.&#148; The Company represents and warrants that it has treated
and agrees that it will treat each Permitted Free Writing Prospectus as an
&#147;issuer free writing prospectus,&#148; as defined in Rule 433, and has complied and
will comply with the requirements of Rule 433 applicable to any Permitted Free
Writing Prospectus, including timely filing with the Commission where required,
legending and record keeping. For the purposes of clarity, the parties hereto
agree that all free writing prospectuses, if any, listed in<B> Exhibit G</B>
hereto are Permitted Free Writing Prospectuses. </P>
<P
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;21.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<U>Absence of Fiduciary Relationship</U>. The Company acknowledges and agrees
that: </P>
<P style="MARGIN-LEFT: 5%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
MLV has been retained solely to act as underwriter in connection with the sale
of the Placement Shares and that no fiduciary, advisory or agency relationship
between the Company and MLV has been created in respect of any of the
transactions contemplated by this Agreement, irrespective of whether MLV has
advised or is advising the Company on other matters; </P>
<P style="MARGIN-LEFT: 5%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;the
Company is capable of evaluating and understanding and understands and accepts
the terms, risks and conditions of the transactions contemplated by this
Agreement; </P>
<P style="MARGIN-LEFT: 5%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;the
Company has been advised that MLV and its affiliates are engaged in a broad
range of transactions which may involve interests that differ from those of the
Company and that MLV has no obligation to disclose such interests and
transactions to the Company by virtue of any fiduciary, advisory or agency
relationship; and </P>
<P align=center>37</P>
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<P style="MARGIN-LEFT: 5%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
MLV has not provided any legal, accounting, regulatory or tax advice with
respect to the transactions contemplated by this Agreement and it has consulted
its own legal, accounting, regulatory and tax advisors to the extent it has
deemed appropriate; </P>
<P style="MARGIN-LEFT: 5%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
the price of the Securities sold pursuant to this Agreement will not be
established by MLV; and </P>
<P style="MARGIN-LEFT: 5%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
the Company waives, to the fullest extent permitted by law, any claims it may
have against MLV, for breach of fiduciary duty or alleged breach of fiduciary
duty and agrees that MLV shall have no liability (whether direct or indirect) to
the Company in respect to such fiduciary claim or to any person asserting a
fiduciary duty claim on behalf of or in right of the Company, including
shareholders, partners, employees or creditors of the Company. </P>
<P
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;22.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Judgment
Currency</U><I>. </I>If for the purposes of obtaining judgment in any court it
is necessary to convert a sum due hereunder into any currency other than United
States dollars, the parties hereto agree, to the fullest extend permitted by
law, that the rate of exchange used shall be the rate at which in accordance
with normal banking procedures MLV could purchase United States dollars with
said other currency in the City of New York on the business day preceding that
on which final judgment is given. The obligation of the Company with respect to
any sum due from it to MLV or any person controlling MLV shall, notwithstanding
any judgment in a currency other than United States dollars, not be discharged
until the first business day following receipt by MLV or controlling person of
any sum in such other currency, and only to the extent that MLV or such
controlling person may in accordance with normal banking procedures purchase
United States dollars with such other currency. If the United States dollars so
purchased are less than the sum originally due to MLV or such controlling person
hereunder, the Company agrees as a separate obligation and notwithstanding any
such judgment, to indemnify MLV or such controlling person against such loss. If
the United States dollars so purchased are greater than the sum originally due
to MLV or such controlling person hereunder, MLV or such controlling person
agrees to pay to the Company an amount equal to the excess of the dollars so
purchased over the sum originally due to MLV or such controlling person
hereunder. </P>
<P align=center><B>[Remainder of Page Intentionally Blank]</B><BR></P>
<P align=center>38</P>
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<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If
the foregoing correctly sets forth the understanding between the Company and
MLV, please so indicate in the space provided below for that purpose, whereupon
this letter shall constitute a binding agreement between the Company and MLV.
</P>
<P style="MARGIN-LEFT: 50%" align=justify>Very truly yours, </P>
<P style="MARGIN-LEFT: 50%" align=justify><B>TASEKO MINES LIMITED</B><BR></P>
<P style="MARGIN-LEFT: 50%" align=justify>By:&nbsp;<i> <u>/s/ Peter Mitchell</u></i><u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u><BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Name: Peter Mitchell<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Title:  &nbsp;&nbsp;CFO<BR>
</P>
<P align=justify>&nbsp;</P>
<P align=justify>&nbsp;</P>
<P align=justify><B>ACCEPTED as of the date first-above written:</B></P>
<P align=justify><B>MCNICOLL LEWIS &amp; VLAK LLC</B></P>
<P align=justify><BR>
  &nbsp;</P>
<P align=justify>By:&nbsp;<u> /s/<i> Patrice McNicoll&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</i></u><i></i><BR>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Name: Patrice McNicoll<BR>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Title:
President <BR></P>
<P align=center>39</P>
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<P align=right><B>EXHIBIT A</B><BR></P>
<P align=center><B>________________________________________</B></P>
<P align=center><B>FORM OF PLACEMENT
NOTICE</B><BR>________________________________________</P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0>

  <TR vAlign=top>
    <TD width="5%"  >&nbsp;</TD>
    <TD align=left>From: </TD>
    <TD align=left width="80%" >Taseko Mines Limited </TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD align=left>&nbsp;</TD>
    <TD align=left width="80%" >&nbsp;</TD></TR>
  <TR vAlign=top>
    <TD width="5%" >&nbsp;</TD>
    <TD align=left>To: </TD>
    <TD align=left width="80%" >McNicoll, Lewis &amp; Vlak LLC
  </TD></TR>
  <TR vAlign=top>
    <TD width="5%" >&nbsp;</TD>
    <TD align=left>&nbsp; </TD>
    <TD align=left width="80%" >Attention: Patrice McNicoll
</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD align=left>&nbsp;</TD>
    <TD align=left width="80%" >&nbsp;</TD></TR>
  <TR vAlign=top>
    <TD width="5%" >&nbsp;</TD>
    <TD align=left>Subject: </TD>
    <TD align=left width="80%" >At Market Issuance--Placement
      Notice </TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD align=left>&nbsp;</TD>
    <TD align=left width="80%" >&nbsp;</TD></TR>
  <TR vAlign=top>
    <TD width="5%" >&nbsp;</TD>
    <TD align=left>Gentlemen: </TD>
    <TD align=left width="80%" >&nbsp; </TD></TR></TABLE>
<P
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant
to the terms and subject to the conditions contained in the At Market Issuance
Sales Agreement between Taseko Mines Limited (the &#147;<B>Company</B>&#148;), a
corporation continued under the Business Corporations Act (British Columbia) and
McNicoll, Lewis &amp; Vlak LLC (&#147;<B>MLV&#148;</B>), dated October 18, 2010, the
Company hereby requests that MLV sell up to ____________of the Company&#146;s Common
Shares, at a minimum market price of $_______per share, during the time period
beginning [month, day, time] and ending [month, day, time].</P>
<P align=center>40</P>
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<P align=right><B>EXHIBIT B</B><BR></P>
<P align=center>__________________________</P>
<P align=center><B>NOTICE PARTIES </B><BR>__________________________<BR></P>
<P style="MARGIN-LEFT: 5%" align=justify><U>The Company</U> </P>
<P style="MARGIN-LEFT: 10%" align=justify>Russell Hallbauer</P>
<P style="MARGIN-LEFT: 10%" align=justify>Peter Mitchell </P>
<P style="MARGIN-LEFT: 10%" align=justify>Trevor Thomas <BR></P>
<P style="MARGIN-LEFT: 5%" align=justify><U>MLV</U><BR></P>
<P style="MARGIN-LEFT: 10%" align=justify>Patrice McNicoll</P>
<P style="MARGIN-LEFT: 10%" align=justify>Roman Friedrich</P>
<P style="MARGIN-LEFT: 10%" align=justify>Mike Boyd </P>
<P style="MARGIN-LEFT: 10%" align=justify>Randy Billhardt <BR></P>
<P align=center>41</P>
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<P align=right><B>EXHIBIT C</B><BR></P>
<P
align=center><B>__________________________<BR><BR>COMPENSATION<BR>__________________________</B><BR></P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Company shall pay to MLV in cash, upon each sale of Placement Shares pursuant to
this Agreement by MLV as agent of the Company, 3% of the first $30 million of
gross proceeds from the sale of Placement Shares and 2% of the gross proceeds
thereafter.<B> </B></P>
<P align=center>42</P>
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<P align=right><B>EXHIBIT D</B><BR></P>
<P align=center><B>OFFICER CERTIFICATE</B></P>
<P align=justify>The undersigned, the duly qualified and appointed
________________________________, of <B>TASEKO MINES LIMITED</B>
(&#147;<B>Company</B>&#148;), a corporation continued under the Business Corporations Act
(British Columbia), does hereby certify in such capacity and on behalf of the
Company and not in his personal capacity, pursuant to Section 7(l) of the At
Market Issuance Agreement dated October 18, 2010 (the &#147;<B>ATM Agreement</B>&#148;)
between the Company and McNicoll Lewis &amp; Vlak LLC, that to the best of the
knowledge of the undersigned: </P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
1.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; As of the date of
this Certificate, (i) the Registration Statement does not contain any untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary in order to make the statements therein not
misleading and (ii) neither the Registration Statement nor the Prospectuses
contain any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they were made, not
misleading and (iii) no event has occurred as a result of which it is necessary
to amend or supplement the Prospectuses in order to make the statements therein
not untrue or misleading for (i) and (ii) to be true. </P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
2.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Each of the
representations and warranties of the Company contained in the ATM Agreement
were, when originally made, and are, as of the date of this Certificate, true
and correct in all material respects. </P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
3.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Except as waived
by MLV in writing, each of the covenants required to be performed by the Company
in the ATM Agreement on or prior to the date of the ATM Agreement, this
Representation Date, and each such other date prior to the date hereof as set
forth in the ATM Agreement, has been duly, timely and fully performed in all
material respects and each condition required to be complied with by the Company
on or prior to the date of the ATM Agreement, this Representation Date, and each
such other date prior to the date hereof as set forth in the ATM Agreement has
been duly, timely and fully complied with in all material respects. </P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
4.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Subsequent to the
date of the most recent financial statements in the U.S. Prospectus, and except
as described in the U.S. Prospectus, including the Supplementary Materials,
there has been no material adverse change. </P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
5.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; No stop order
suspending the effectiveness of the Registration Statement or of any part
thereof nor cease trade order suspending the effectiveness of the receipt for
the Canadian Prospectus has been issued, and no proceedings for that purpose
have been instituted or are pending or to the knowledge of the Company,
threatened by any securities or other governmental authority (including, without
limitation, the Commission or a Canadian Commission). </P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
6.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; No order
suspending the effectiveness of the Registration Statement or the qualification
or registration of the Placement Shares under the securities or Blue Sky laws of
any</P>
<P align=center>43</P>
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noShade SIZE=5>
<A name=page_44></A>
<P align=justify>jurisdiction are in effect and no proceeding for such purpose
is pending before, or threatened, to the Company's knowledge or in writing by,
any securities or other governmental authority (including, without limitation,
the Commission or a Canadian Commission). </P>
<P align=justify>Capitalized terms used herein but not defined have the meanings
given to them in the ATM Agreement. </P>
<P align=justify>The undersigned has executed this Officer's Certificate as of
the date set forth below. </P>
<P style="MARGIN-LEFT: 50%" align=justify>By:&nbsp;&nbsp;
__________________________________<BR>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Name:<BR>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Title:<BR></P>
<P style="MARGIN-LEFT: 50%" align=justify>Date:<BR></P>
<P align=center>44</P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
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<P align=right><B>EXHIBIT E</B><BR></P>
<P align=center>__________________________<BR><B><BR>SUBSIDIARIES
</B><BR>__________________________<BR></P>
<DIV>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
borderColor=#000000 cellSpacing=0 cellPadding=3 width="100%" border=1>

  <TR vAlign=top>
    <TD align=left ><BR><B>Name of Subsidiary</B> </TD>
    <TD align=center width="28%"><BR><B>Jurisdiction</B> </TD>
    <TD align=center width="35%" ><B>Percentage Owned (Directly
      or</B> <BR><B>Indirectly)</B> </TD></TR>
  <TR vAlign=top>
    <TD align=left >Gibraltar Mines Ltd </TD>
    <TD align=center width="28%">British Columbia </TD>
    <TD align=center width="35%" >100% of Common Shares (Direct)
    </TD></TR>
  <TR vAlign=top>
    <TD align=left >Aley Corporation </TD>
    <TD align=center width="28%">Canada </TD>
    <TD align=center width="35%" >100% (Direct) </TD></TR>
  <TR>
    <TD align=left  >&nbsp;</TD>
    <TD align=center width="28%" >&nbsp;</TD>
    <TD align=center width="35%"  >&nbsp;</TD></TR>
  <TR>
    <TD align=left  >&nbsp;</TD>
    <TD align=center width="28%" >&nbsp;</TD>
    <TD align=center width="35%"  >&nbsp;</TD></TR>
  <TR>
    <TD align=left  >&nbsp;</TD>
    <TD align=center width="28%" >&nbsp;</TD>
    <TD align=center width="35%"
  >&nbsp;</TD></TR></TABLE></DIV>
<P align=center>45</P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<A name=page_46></A>
<P align=right><B>EXHIBIT F</B><BR></P>
<P align=center>__________________________ </P>
<P align=center><B>PERMITTED FREE WRITING
PROSPECTUSES<BR></B>__________________________ </P>
<P align=center>46</P>
<HR align=center width="100%" color=black noShade SIZE=5>

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