use its best efforts to maintain its status as a “reporting issuer” (or the equivalent thereof) not in default of the requirements of the Securities Laws in each of the Provinces of British Columbia and Alberta and in the United States until the date that is two years following the Closing Date, provided that this covenant shall not prevent the Company from completing any transaction which would result in the Company ceasing to be a “reporting issuer” so long as the holders of Common Shares receive securities of an entity which is listed

on a stock exchange in Canada or the holders of the Common Shares have approved the transaction in accordance with the requirements of applicable corporate laws and the policies of the TSX-V;

duly execute and deliver this Agreement, the Subscription Agreements, the Warrant Certificates and the Broker Warrant Certificates at the Closing Time, and comply with and satisfy all terms, conditions and covenants therein contained to be complied with or satisfied by the Company;

ensure that the Unit Shares, upon issuance shall be duly issued as fully paid and non-assessable securities of the Company, and shall have the attributes corresponding in all material respects to the description thereof set forth in this Agreement and the Subscription Agreements;

ensure that the Warrants, upon issuance, shall be duly and validly created, authorized and issued and shall have the attributes corresponding in all material respects to the description thereof set forth in this Agreement and the Warrant Certificates;

ensure that at all times prior to the expiry of the Warrants, sufficient Warrant Shares are allotted and reserved for issuance upon the due and proper exercise of the Warrants and the Warrant Shares, upon issuance in accordance with the terms of the Warrant Certificates, shall be issued as fully paid and non- assessable securities in the capital of the Company;

ensure that the Broker Warrants, upon issuance, shall be duly and validly created, authorized and issued and shall have the attributes corresponding in all material respects to the description thereof set forth in this Agreement and the Broker Warrant Certificates;

ensure that at all times prior to the expiry of the Broker Warrants, sufficient Broker Shares are allotted and reserved for issuance upon exercise of the Broker Warrants, and the Broker Shares, upon issuance in accordance with the terms of the Broker Warrant Certificates, shall be duly issued as fully paid and non-assessable securities of the Company;

use its best efforts to ensure that the Unit Shares, Warrant Shares and Broker Shares are conditionally approved for listing and trading on the TSX-V on or prior to the Closing Date and remain listed for trading on the TSX-V for a period of two years following the Closing Date;

execute and file with the Securities Regulators and the TSX-V all forms, notices and certificates required to be filed by the Company pursuant to the Securities Laws and the policies of the TSX-V in the time required by the applicable Securities Laws and the policies of the TSX-V, including, for greater certainty, Form 45-106F1 of NI 45-106 and any other forms, notices and certificates set forth in the opinions delivered to the Agents pursuant to the

closing conditions set forth in Section 6 hereof, as are required to be filed by the Company;

not issue or sell, or announce the issuance or sale of any Common Shares or any securities convertible into or exchangeable for or exercisable to acquire Common Shares, at a price lower than the Subscription Price, for a period of 120 days from the Closing Date, without the prior consent of the Agents, such consent not to be unreasonably withheld, other than pursuant to (a) currently outstanding rights or agreements, including options, warrants and other convertible securities and any rights which have been granted or issued, subject to any necessary regulatory approval; (b) currently outstanding options granted to officers, directors, employees or consultants of the Company or any subsidiary thereof pursuant to the Company’s stock option plan; or (c) the Company’s stock option plan.

cause the officers and directors of the Company to enter into lock-up agreements to be executed on the Closing Date, pursuant to which such individuals agree not to directly or indirectly, offer, sell or otherwise dispose of any Common Shares, except in connection with: (a) a continuation or similar corporate reorganization; (b) receipt by the Company of an offer which has not been withdrawn to enter into a transaction or arrangement or proposed transaction or arrangement pursuant to which, if entered into or completed substantially in accordance with its terms, a party could, directly or indirectly acquire a 100% interest (including an economic interest) in, or become a 100% holder of the Common Shares, whether by way of takeover offer, scheme of arrangement, reverse takeover, dual-listed company structure or other synthetic merger, transaction, arrangement or otherwise; (c) sales to affiliates of such officer or director; or (d) the death of such officer or director;

use commercially reasonable efforts to prepare and file with the SEC as soon as practicable and in any event not later than 45 days following the Closing Date, the Registration Statement, in form and substance satisfactory to the Agents and their counsel, acting reasonably, and any such Registration Statement shall also cover, to the extent allowable under the U.S. Securities Act and the rules promulgated thereunder, such indeterminate number of additional Common Shares resulting from stock splits, stock dividends or similar transactions with respect to the Warrant Shares;

respond to any comments from the SEC and have the Registration Statement declared effective as soon as practicable after the date it is filed, and keep the Registration Statement effective until the earlier of: (a) the date all of the selling stockholders named in the Registration Statement can sell all of the Warrant Shares pursuant to Rule 144; and (b) the Expiry Date, provided that the selling stockholders furnish in writing to the Company all information within their possession or knowledge that the Company or its counsel may reasonably require in order to keep the Registration Statement effective;

ensure that at the respective times the Registration Statement and any post- effective amendments thereto become effective, the Registration Statement and any amendments and supplements thereto will comply in all material respects with the Securities Laws in the United States and will 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 (provided that this representation shall not extend to information and statements included therein upon and in conformity with information furnished to the Company by or on behalf of the Agents or any Purchaser);

use the net proceeds of the Offering to fund ongoing exploration programs at the Company’s properties in the Patagonia region of Argentina, including the Company’s Pinguino Property located in Santa Cruz, Argentina comprised of the claims as set forth in Schedule “B” attached hereto, for working capital and for general corporate purposes;

allow the Agents and their representatives the opportunity to conduct all due diligence which the Agents may reasonably require to be conducted prior to the Closing Date; and

fulfill or cause to be fulfilled, at or prior to the Closing Date, each of the conditions set out in Section 6.

General Matters

the Company (i) has been duly incorporated and is validly existing in good standing under the laws of the State of Delaware; (ii) has all requisite corporate power and capacity to carry on its business as now conducted and to own, lease and operate its properties and assets; and (iii) has all requisite corporate power and authority to create, issue and sell the Units and to enter into and carry out its obligations under this Agreement, the Subscription Agreements, the Warrant Certificates and the Broker Warrant Certificates;

the Company has no subsidiaries other than as listed below and the Company beneficially owns, directly or indirectly, the percentage indicated below of the issued and outstanding shares in the capital of the Material Subsidiary free and clear of all mortgages, liens, charges, pledges, security interests, encumbrances, claims or demands of any kind whatsoever, all of such shares have been duly authorized and validly issued and are outstanding as fully paid and non-assessable shares and no person has any right, agreement or option, present or future, contingent or absolute, or any right capable of becoming a right, agreement or option, for the purchase from the Company of any interest in any of such shares or for the issue or allotment of any unissued shares in the capital of the Material Subsidiary or any other security convertible into or exchangeable for any such shares:

the Material Subsidiary (i) has been duly incorporated in its respective jurisdiction of incorporation and is and will at the Closing Time be up-to-date in all material corporate filings and in good standing under the laws of such jurisdiction, as the case may be, and (ii) has all requisite corporate power and authority to carry on its respective business as now conducted and to own, lease and operate its properties and assets;

no proceedings have been taken, instituted or, to the knowledge of the Company, are pending for the dissolution or liquidation of the Company or the Material Subsidiary;

the Company and the Material Subsidiary are, in all material respects, conducting their businesses in compliance with all applicable laws, rules and regulations (including all material applicable federal, provincial, municipal, and local environmental anti-pollution and licensing laws, regulations and other lawful requirements of any governmental or regulatory body, including but not limited to relevant exploration, concessions and permits) of each jurisdiction in which their respective business is carried on and are licensed, registered or qualified in all jurisdictions in which they own, lease or operate their properties or carry on business to enable their respective business to be carried on as now conducted and their property and assets to be owned, leased and operated and all such licences, registrations and qualifications are valid, subsisting and in good standing and they have not received a notice of non-compliance, nor do they know of, nor have reasonable grounds to know of, any facts that could give rise to a notice of non- compliance with any such laws, regulations or permits which could have an adverse material effect on the Company or the Material Subsidiary and will at the Closing Time be valid, subsisting and in good standing;

all necessary corporate action has been taken or will have been taken at or prior to the Closing Time by the Company so as to (i) validly issue the Unit Shares on Closing as fully paid and non-assessable Common Shares; (ii) validly create, authorize and issue the Warrants on Closing; (iii) allot, reserve and authorize the issuance of Warrant Shares, as fully paid and non-assessable securities in the capital of the Company upon the due exercise of the Warrants in accordance with the terms of the Warrant Certificates; (iv) validly create, authorize and issue the Broker Warrants on Closing; and (v) allot, reserve and authorize the issuance of the Broker Shares as fully paid and non-assessable Common Shares upon the due exercise of the Broker Warrants in accordance with the terms of the Broker Warrant Certificates;

each of the execution and delivery of this Agreement, the Subscription Agreements, the Warrant Certificates and the Broker Warrant Certificates and the performance of the transactions contemplated hereby and thereby have been authorized by all necessary corporate action of the Company and upon the execution and delivery thereof shall constitute valid and binding obligations of the Company, enforceable against the Company in accordance with its terms, provided that enforcement thereof may be limited by laws affecting creditors’ rights generally, that specific performance and other equitable remedies may only be granted in the discretion of a court of competent jurisdiction, that the provisions relating to indemnity, contribution and waiver of contribution may be unenforceable and that enforceability is subject to the provisions of the Limitation Act (British Columbia);

at the Closing Time, all consents, approvals, permits, authorizations or filings as may be required under Securities Laws necessary for the execution and delivery of this Agreement, the Subscription Agreements, the Warrant Certificates and the Broker Warrant Certificates, the issuance and sale of the Unit Shares and the Warrants, the creation and issuance of the Warrants and the Broker Warrants, the

issuance and sale of the Warrant Shares and the Broker Shares upon exercise of the Warrants and the Broker Warrants respectively, and the consummation of the transactions contemplated hereby and thereby have been made or obtained, as applicable, other than filings required to be submitted within the applicable time frame pursuant to applicable Securities Laws;

neither the Company nor the Material Subsidiary are in default or breach of, and the execution and delivery of this Agreement, the Subscription Agreements, the Warrant Certificates and Broker Warrant Certificates and the performance by the Company of its obligations hereunder or thereunder, the issue and sale of the Unit Shares, the Warrants, the Warrant Shares, the Broker Warrants, and the Broker Shares and the consummation of the transactions contemplated hereby and thereby do not and will not conflict with or result in a breach or violation of any of the terms of or provisions of, or constitute a default under, (whether after notice or lapse of time or both), (A) any statute, rule or regulation applicable to the Company including Securities Laws and the securities laws of any other Selling Jurisdiction; (B) the constating documents, articles or resolutions of the Company which are in effect at the date of hereof; (C) any Debt Instrument or Material Agreement; or (D) any judgment, decree or order binding the Company or the property or assets of the Company;

the Unit Shares to be issued and sold as hereinbefore described have been, or prior to the Closing Time will be, authorized and reserved for issuance and when certificates representing the Unit Shares have been countersigned by the Transfer Agent, issued, delivered and paid for, the Unit Shares will be validly issued and fully paid and non-assessable;

the Warrants and Broker Warrants to be issued as hereinbefore described have been, or prior to the Closing Time will be, validly created and authorized for issuance and when the Warrant Certificates and Broker Warrant Certificates have been executed, issued and delivered by the Company, the Warrants and Broker Warrants will be validly issued;

the authorized capital of the Company consists of 100,000,000 Common Shares, and 100,000,000 shares of preferred stock of which, as of the close of business on November 26, 2009, 37,960,940 Common Shares and nil shares of preferred stock were outstanding as fully paid and non-assessable shares of the Company;

neither the Company nor the Material Subsidiary is aware of any legislation, or proposed legislation published by a legislative body, which they anticipate will materially and adversely affect the business, affairs, operations, assets, liabilities (contingent or otherwise) or prospects of the Company or the Material Subsidiary, on a consolidated basis;

the currently issued and outstanding Common Shares are listed and posted for trading on the TSX-V and the OTC-BB and no order ceasing or suspending trading in any securities of the Company or prohibiting the sale of the Units or the issuance of the Broker Warrants or the trading of any of the Company’s issued

securities has been issued and no proceedings for such purpose has been threatened or, to the best knowledge of the Company, are pending;

neither the Company nor the Material Subsidiary has taken any action which would be reasonably expected to result in the delisting or suspension of the Common Shares on or from the TSX-V or the OTC-BB and the Company is currently in material compliance with the rules and regulations of the TSX-V and the OTC-BB;

except as referred to in Schedule “A” hereto, no person now has any agreement or option or right or privilege (whether at law, pre-emptive or contractual) capable of becoming an agreement for the purchase, subscription or issuance of, or conversion into, any unissued shares, securities, warrants or convertible obligations of any nature of the Company;

since January 31, 2009, except as disclosed in the Public Disclosure Documents:

there has not been any material change in the assets, liabilities, obligations (absolute, accrued, contingent or otherwise), business, condition (financial or otherwise) or results of operations of the Company or the Material Subsidiary on a consolidated basis;

there has not been any material change in the capital stock or long-term debt of the Company or the Material Subsidiary on a consolidated basis; and

the Company and the Material Subsidiary have carried on their business in the ordinary course;

the audited consolidated financial statements of the Company for the fiscal year ended January 31, 2009 and the unaudited interim financial statements for the six- month period ended July 31, 2009 (the “Financial Statements”), present fairly, in all material respects, the financial condition of the Company, on a consolidated basis, for the periods then ended and have been prepared in accordance with United States generally accepted accounting principles;

there are no material actions, proceedings or investigations (whether or not purportedly by or on behalf of the Company or the Material Subsidiary) threatened against or affecting or to the best knowledge of the Company pending against the Company or the Material Subsidiary at law or in equity (whether in any court, arbitration or similar tribunal) or before or by any federal, provincial, state, municipal or other governmental department, commission, board or agency, domestic or foreign;

the Company is, and will at the Closing Time be, a “reporting issuer”, not included in a list of defaulting reporting issuers maintained by the Securities Regulators in the Provinces of British Columbia and Alberta and in particular, without limiting the foregoing, the Company has at all times complied with its

obligations to make timely disclosure of all material changes relating to it and there is no material change relating to the Company or the Material Subsidiary which has occurred and with respect to which the requisite news release has not been disseminated or material change report has not been filed with the Securities Regulators;

all filings and fees required to be made and paid by the Company pursuant to Securities Laws and general corporate law have been made and paid and the information and statements set forth in the Public Disclosure Documents were accurate in all material respects and did not contain any misrepresentation or include any untrue statement of a material fact or 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, in each case as of the date of such information or statement, and the Company has not filed any confidential material change report with any Securities Regulators that is still maintained on a confidential basis;

all filings required to be made by the Company in the United States pursuant to the U.S. Exchange Act, have been made and the Company covenants to remain current with all such filings for a period of two years following the Closing Date;

the auditors of the Company, are independent public accountants as required by the Securities Laws;

there has not been any “reportable event” (within the meaning of National Instrument 51-102 of the Canadian Securities Administrators) with the present or any former auditor of the Company;

there is not, in the constating documents, by-laws or in any Debt Instrument, Material Agreement, or other instrument or document to which the Company or Material Subsidiary are a party, any restriction upon or impediment to, the declaration of dividends by the directors of the Company or the payment of dividends by the Company to the holders of its Common Shares;

neither the Company nor the Material Subsidiary are party to or bound or affected by any commitment, agreement or document containing any covenant which expressly limits the freedom of the Company or Material Subsidiary to compete in any line of business, transfer or move any of their assets or operations or which materially or adversely affects the business practices, operations or condition of the Company or the Material Subsidiary;

other than the Company and as provided for in Section 5 of this Agreement, there is no person that is or will be entitled to the proceeds of this Offering under the terms of any Debt Instrument, Material Agreement, or other instrument or document (written or unwritten);

neither the Company nor the Material Subsidiary is a party to any agreement, nor is the Company aware of any agreement, which in any manner affects the voting control of any of the securities of the Company or the Material Subsidiary;

all taxes (including income tax, capital tax, payroll taxes, employer health tax, workers’ compensation payments, property taxes, custom and land transfer taxes), duties, royalties, levies, imposts, assessments, deductions, charges or withholdings and all liabilities with respect thereto including any penalty and interest payable with respect thereto (collectively, “Taxes”) due and payable by the Company and the Material Subsidiary have been paid except for where the failure to pay such taxes would not constitute an adverse material fact of the Company and the Material Subsidiary on a consolidated basis or result in an adverse material change to the Company and the Material Subsidiary on a consolidated basis. All tax returns, declarations, remittances and filings required to be filed by the Company and the Material Subsidiary have been filed with all appropriate governmental authorities and all such returns, declarations, remittances and filings are complete and accurate and no material fact or facts have been omitted therefrom which would make any of them misleading except where the failure to file such documents would not constitute an adverse material fact of the Company and the Material Subsidiary on a consolidated basis or result in an adverse material change to the Company and the Material Subsidiary. To the best of the knowledge of the Company, no examination of any tax return of the Company or the Material Subsidiary is currently in progress and there are no issues or disputes outstanding with any governmental authority respecting any taxes that have been paid, or may be payable, by the Company or the Material Subsidiary, in any case, except where such examinations, issues or disputes would not constitute an adverse material fact of the Company or of the Material Subsidiary or result in an adverse material change to the Company and the Material Subsidiary on a consolidated basis;

neither the Company nor the Material Subsidiary, nor to the best of the Company’s knowledge, any other person, is in default in any material respect in the observance or performance of any term, covenant or obligation to be performed by the Company or the Material Subsidiary or such other person under any Debt Instrument or Material Agreement and all such contracts are in good standing, and no event has occurred which with notice or lapse of time or both would constitute such a default by the Company, the Material Subsidiary or, to the best of the Company’s knowledge, any other party;

all option agreements, licenses, leases and claims concerning mining interests to which the Company or the Material Subsidiary is a party or has an interest or is otherwise bound, are in good standing, and other than in respect of royalties payable in connection with the Company’s mineral property interests as disclosed in the Public Disclosure Documents, there are no liens or encumbrances registered or outstanding against the interests therein or the properties related thereto and all payment obligations thereunder have been met, and to the best knowledge of the Company after due inquiry, the title to the mineral property interests held by the

Company or the Material Subsidiary are valid, subsisting and enforceable titles held by the titleholder who are party to the respective option agreements;

the attributes of the Unit Shares and Warrants will conform in all material respects with the description thereof in the Subscription Agreements and in this Agreement;

the Company will use its best efforts to obtain the necessary regulatory consents from the TSX-V for the issue and sale of the Unit Shares and Warrants, the issuance of the Broker Warrants and the listing of the Unit Shares, Warrant Shares and Broker Shares hereunder on such conditions as are acceptable to the Agents and the Company, acting reasonably;

the Transfer Agent at its principal transfer office in the City of Vancouver, British Columbia has been duly appointed as the registrar and transfer agent in Canada in respect of the Common Shares;

other than as disclosed in the Public Disclosure Documents, none of the directors, officers or employees of the Company, any known holder of more than ten per cent of any class of shares of the Company, or any known associate or affiliate of any of the foregoing persons or companies (as such terms are defined in the Securities Act (British Columbia)), has had any material interest, direct or indirect, in any material transaction within the previous two years or any proposed material transaction with the Company which, as the case may be, materially affected, is material to or will materially affect the Company or the Material Subsidiary on a consolidated basis;

there is and has been no failure on the part of the Company or any of the Company’s directors or officers, in their capacities as such, to comply with any provision of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith (the “Sarbanes-Oxley Act”), including Section 402 related to loans and Sections 302 and 906 related to certifications;

other than the Agents (or any members of their selling group) pursuant to this Agreement, there is no person acting or purporting to act at the request of the Company who is entitled to any brokerage, agency or other fiscal advisory or similar fee in connection with the Offering or transactions contemplated herein;

neither the Company nor the Material Subsidiary are a party to any Debt Instrument or has any material loans or other indebtedness outstanding which has been made to any of its shareholders, officers, directors or employees, past or present, or any person not dealing at arm’s length with them;

the assets of the Company and the Material Subsidiary and their respective businesses and operations are insured against loss or damage with responsible insurers on a basis consistent with insurance obtained by reasonably prudent participants in comparable businesses, and such coverage is in full force and

effect, and neither the Company nor the Material Subsidiary have failed to promptly give any notice or present any material claim thereunder;

with respect to each of the Leased Premises, the Company and the Material Subsidiary occupy the Leased Premises and have the exclusive right to occupy and use the Leased Premises and each of the leases pursuant to which the Company or the Material Subsidiary occupies the Leased Premises is in good standing and in full force and effect. The performance of obligations pursuant to and in compliance with the terms of this Agreement and the completion of transactions described herein by the Company, will not afford any of the parties to such leases or any other person the right to terminate such lease or result in any additional or more onerous obligations under such leases;

all information which has been prepared by the Company relating to the Company or the Material Subsidiary and their respective businesses, property and liabilities and either publicly disclosed or provided to the Agents including all financial, marketing, sales and operational information provided to the Agents and all Public Disclosure Documents was, as of the date of such information, true and correct in all material respects, and no fact or facts have been omitted therefrom which would make such information materially misleading as at the date thereof;

there are no persons with registration rights or other similar rights to have any securities registered pursuant to the Registration Statement or otherwise registered by the Company under the U.S. Securities Act;

neither the Company nor, to the knowledge of the Company, any director, officer, agent, employee, affiliate or other person acting on behalf of the Company or any of its subsidiaries is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”), including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA and the Company and, to the knowledge of the Company, its affiliates have conducted their businesses in compliance with the FCPA and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith;

the operations of the Company are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering

Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company with respect to the Money Laundering Laws is pending or, to the best knowledge of the Company, threatened; and

neither the Company nor, to the knowledge of the Company, any director, officer, agent, employee, affiliate or person acting on behalf of the Company is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company 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 or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

prior to the Closing Time, the Company will allow the Agents to conduct all due diligence which they may reasonably require;

the Company will promptly notify the Agents in writing if, prior to the Closing Time, there shall occur any material change or change in a material fact (in either case, whether actual, anticipated, contemplated or threatened and other than a change or change in fact relating solely to the Agents) or any event or development involving a prospective material change or a change in a material fact or any other material change in any or all of the business, affairs, operations, assets (including information or data relating to the estimated value or book value of assets), liabilities (contingent or otherwise), capital, ownership, control or management of the Company or the Material Subsidiary which would constitute a material change to, or a change in a material fact concerning the Company or the Material Subsidiary or any other change which is of such a nature;

the Company will in good faith discuss with the Agents as promptly as possible any circumstance or event which is of such a nature that there is or ought to be consideration given as to whether there may be a material change or change in a material fact or other change described in the preceding paragraph; and

the minute books and records of the Company and the Material Subsidiary, which the Company has made available to the Agents and their counsel Cassels Brock & Blackwell LLP in connection with their due diligence investigation of the Company for the period from inception to the date of examination thereof are all of the minute books and substantially all of the records of the Company and the Material Subsidiary for such period and contain copies of all constating documents, including all amendments thereto, and all proceedings of securityholders and directors (and committees thereof) and are complete in all material respects.

Mining and Environmental Matters

the Company and the Material Subsidiary are the absolute legal and beneficial owners of and have good and marketable title to, all of the material property or assets thereof as described in the Public Disclosure Documents, and other than in respect of royalties payable on the properties as disclosed in the Public Disclosure Documents, such material properties and assets are free of all mortgages, liens, charges, pledges, security interests, encumbrances, claims or demands whatsoever, and no other property rights (including access rights) are necessary for the conduct of the business of the Company and the Material Subsidiary as currently conducted or contemplated to be conducted; the Company knows of no claim or basis for any claim that might or could adversely affect the right of the Company or the Material Subsidiary to use, transfer or otherwise exploit such property rights; and, except as disclosed in the Public Disclosure Documents, the Company and the Material Subsidiary have no responsibility or obligation to pay any commission, royalty, licence fee or similar payment to any person with respect to the property rights thereof;

the Company and the Material Subsidiary holds either freehold title, mining leases, mining claims or other conventional property, proprietary or contractual interests or rights, recognized in the jurisdiction in which a particular property is located in respect of the ore bodies and minerals located in properties in which the Company and the Material Subsidiary have an interest as described in the Public Disclosure Documents under valid, subsisting and enforceable title documents or other recognized and enforceable agreements or instruments, sufficient to permit the Company and the Material Subsidiary to access the property and explore the minerals relating thereto; all such property, leases or claims and all property, leases or claims in which the Company and the Material Subsidiary have any interests or right have been validly located and recorded in accordance with all applicable laws and are valid and subsisting; the Company and the Material Subsidiary have all necessary surface rights, access rights and other necessary rights and interests relating to the properties in which the Company and the Material Subsidiary have an interest as described in the Public Disclosure Documents granting the Company and the Material Subsidiary the right and ability to access the property and explore for minerals for development purposes as are appropriate in view of their respective rights and interests therein, with only such exceptions as do not materially interfere with the access and use by the Company and the Material Subsidiary of the rights or interests so held and each of the proprietary interests or rights and each of the documents, agreements and instruments and obligations relating thereto referred to above are currently in good standing in the name of the Company and the Material Subsidiary;

any and all of the agreements and other documents and instruments pursuant to which the Company and the Material Subsidiary holds its material property and assets (including any option agreement or any interest in, or right to earn an interest in, any property) are valid and subsisting agreements, documents or instruments in full force and effect, enforceable in accordance with the terms

thereof, the Company and the Material Subsidiary are not in default of any of the material provisions of any such agreements, documents or instruments, nor has any such default been alleged. None of the properties (or any option agreement or any interest in, or right to earn an interest in, any property) of the Company and the Material Subsidiary are subject to any right of first refusal or purchase or acquisition rights;

there are no claims with respect to native rights currently threatened or, to the best knowledge of the Company, pending with respect to any of the material properties of the Company and the Material Subsidiary;

the Company and the Material Subsidiary are in material compliance with all applicable federal, provincial, state, municipal and local laws, statutes, ordinances, by-laws and regulations and orders, directives and decisions rendered by any ministry, department or administrative or regulatory agency, domestic or foreign, including laws, ordinances, regulations or orders, relating to the protection of the environment, occupational health and safety or the processing, use, treatment, storage, disposal, discharge, transport or handling of any pollutants, contaminants, chemicals or industrial, toxic or hazardous wastes or substances (the “Environmental Laws”);

the Company and the Material Subsidiary have obtained all material licences, permits, approvals, consents, certificates, registrations and other authorizations under all applicable Environmental Laws (the “Environmental Permits”) necessary as at the date hereof for the operation of the business carried on by the Company and the Material Subsidiary, and each Environmental Permit is valid, subsisting and in good standing and the neither the Company nor the Material Subsidiary is in material default or breach of any Environmental Permit and no proceeding has been threatened, or to the best knowledge of the Company, is pending to revoke or limit any Environmental Permit;

the Company and the Material Subsidiary have not used, except in material compliance with all Environmental Laws and Environmental Permits, any property or facility which it owns or leases or previously owned or leased, to generate, manufacture, process, distribute, use, treat, store, dispose of, transport or handle any hazardous substance;

neither the Company nor the Material Subsidiary, nor to the knowledge of the Company, if applicable, any predecessor companies, have received any notice of, or been prosecuted for an offence alleging, non-compliance with any laws, ordinances, regulations and orders, including Environmental Laws, and neither the Company nor the Material Subsidiary, nor to the knowledge of the Company, if applicable, any predecessor companies have settled any allegation of non- compliance short of prosecution. There are no orders or directions relating to environmental matters requiring any material work, repairs, construction or capital expenditures to be made with respect to any of the assets of the Company and the Material Subsidiary, nor has the Company received notice of any of the same;

there have been no past unresolved or threatened, and to the best of the Company’s knowledge, there are no pending claims, complaints, notices or requests for information received by the Company or the Material Subsidiary with respect to any alleged material violation of any law, statute, order, regulation, ordinance or decree; and to the best of the Company’s knowledge, no conditions exist at, on or under any property now or previously owned, operated or leased by the Company and the Material Subsidiary which, with the passage of time, or the giving of notice or both, would give rise to liability under any law, statute, order, regulation, ordinance or decree that, individually or in the aggregate, has or may reasonably be expected to have any materially adverse effect with respect to the Company and the Material Subsidiary;

except as ordinarily or customarily required by applicable permit, the Company and the Material Subsidiary have not received any notice wherein it is alleged or stated that it is potentially responsible for a federal, provincial, state, municipal or local clean-up site or corrective action under any law including any Environmental Laws. The Company and the Material Subsidiary have not received any request for information in connection with any federal, state, municipal or local inquiries as to disposal sites;

all exploration operations on the properties of the Company and the Material Subsidiary have been conducted in all respects in accordance with good mining and engineering practices and all applicable material workers’ compensation and health and safety and workplace laws, regulations and policies have been complied with;

there are no environmental audits, evaluations, assessments, studies or tests relating to the Company and the Material Subsidiary except for ongoing assessments conducted by or on behalf of the Company and the Material Subsidiary in the ordinary course; and

the Company is in compliance with the provisions of National Instrument 43- 101–Standards of Disclosure for Mineral Projects, and has filed all technical reports required thereby.

the Company’s Pinguino Project is comprised of the claims as set forth in Schedule “B” attached hereto, all of which are valid and in good standing.

Employment Matters

each material plan for retirement, bonus, stock purchase, profit sharing, stock option, deferred compensation, severance or termination pay, insurance, medical, hospital, dental, vision care, drug, sick leave, disability, salary continuation, legal benefits, unemployment benefits, vacation, incentive or otherwise contributed to or required to be contributed to, by the Company for the benefit of any current or former director, officer, employee or consultant of the Company (the “Employee Plans”) has been maintained in compliance with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations that

are applicable to such Employee Plans, in each case in all material respects and has been publicly disclosed to the extent required by Securities Laws;

all material accruals for unpaid vacation pay, premiums for unemployment insurance, health premiums, federal or state pension plan premiums, accrued wages, salaries and commissions and employee benefit plan payments have been reflected in the books and records of the Company; and

there is not currently any labour disruption which is adversely affecting or could adversely affect, in a material manner, the carrying on of the business of the Company or the Material Subsidiary.

in respect of the offer and sale of the Units, the Agents will comply with all Securities Laws;

the Agents and their Affiliates and representatives have not engaged in or authorized, and will not engage in or authorize, any form of general solicitation or general advertising in connection with or in respect of the Units in any newspaper, magazine, printed media of general and regular paid circulation or any similar medium, or broadcast over radio or television or otherwise or conducted any seminar or meeting concerning the offer or sale of the Units whose attendees have been invited by any general solicitation or general advertising;

the Agents have not and will not solicit offers to purchase or sell the Units so as to require the filing of a prospectus, registration statement, offering memorandum or any continuous disclosure documents, or the provision of a contractual right of action under the laws of any jurisdiction ;

the Agents will use their reasonable best efforts to obtain from each Purchaser an executed Subscription Agreement and all other applicable forms, reports, undertakings and documentation required under the Securities Laws or required by the Company, acting reasonably; and

the Agents are duly registered pursuant to the provisions of the Securities Laws, and is a member in good standing of the Investment Industry Regulatory Organization of Canada, and is duly registered or licensed as an investment dealer in those jurisdictions in which its is required to be so registered in order to perform the services contemplated by this Agreement, or if or where not so registered or licensed, the Agents will act only through members of a selling group who are so registered or licensed; and

the Agents are not persons within the United States or a U.S. Person, the Broker Warrants were not offered to the Agents in the United States and this Agreement has not been signed by the Agents in the United States.

the Agents shall have received a certificate, dated as of the Closing Date, signed by the President and Chief Executive Officer and the Chief Financial Officer of the Company, or such other officers of the Company as the Agents may agree, certifying for and on behalf of the Company, to the best of their knowledge, information and belief, that:

no order, ruling or determination having the effect of suspending the sale or ceasing the trading in any securities of the Company (including the Common Shares) has been issued by any regulatory authority and is continuing in effect and no proceedings for that purpose have been instituted or are pending or, to the knowledge of such officers, contemplated or threatened by any regulatory authority;

the Company has duly complied with all the terms, covenants and conditions of this Agreement on its part to be complied with up to the Closing Time; and

the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Time with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated by this Agreement.

the Agents shall have received at the Closing Time on the Closing Date certificates dated the Closing Date, signed by appropriate officers of the Company addressed to the Agents and their counsel, with respect to the articles and by-laws of the Company, all resolutions

of the Company’s board of directors relating to this Agreement and the transactions contemplated hereby and thereby, the incumbency and specimen signatures of signing officers in the form of a certificate of incumbency and such other matters as the Agents may reasonably request;

the Agents shall have received at the Closing Time, evidence that all requisite approvals, consents and acceptances of the appropriate regulatory authorities and the TSX-V required to be made or obtained by the Company in order to complete the Offering have been made or obtained;

the issuance (and listing, as applicable) of the Unit Shares, Warrants, Warrant Shares, Broker Warrants and Broker Shares shall have been conditionally accepted by the TSX- V;

the Agents shall have received favourable legal opinions addressed to the Agents and the Purchasers, in form and substance satisfactory to the Agents’ counsel acting reasonably, dated the Closing Date, from Clark Wilson LLP, counsel to the Company and where appropriate, counsel in the other Selling Jurisdictions, which counsel in turn may rely, as to matters of fact, on certificates of auditors, public officials and officers of the Company, with respect to the following matters:

as to the incorporation and good standing of the Company under the laws of the State of Delaware and as to the corporate power and authority of the Company to carry out its obligations under this Agreement, the Subscription Agreements, the Warrant Certificates, the Broker Warrant Certificates and to issue the Unit Shares, the Warrants, the Warrant Shares, the Broker Warrants and the Broker Shares;

as to the authorized capital of the Company;

the Company has all requisite corporate power and capacity under the laws of the State of Delaware to carry on its business as presently carried on and to own its properties and assets;

the Company is not (i) in violation of its charter or by-laws or similar organizational documents, (ii) in default, and no event has occurred that, 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 contained in any indenture, mortgage, deed of trust, loan agreement or other agreement 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, or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except in the case of clause (ii) for any such default or violation that would not, individually or in the aggregate, have a material adverse effect on the business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of the Company and in the case of clause (iii) for any securities laws of any state of the United States;

neither the execution and delivery of this Agreement, the Subscription Agreements, the Warrant Certificates, and the Broker Warrant Certificates nor the performance by the Company of its obligations hereunder and thereunder, nor the sale or issuance of the Unit Shares, the Warrants, the Warrant Shares, the Broker Warrants and the Broker Shares will result in (i) the violation of the charter or by- laws or similar organizational documents of the Company, (ii) a default or event that, 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 contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company is a party or by which it is bound or to which any of its property or assets is subject, or (iii) the violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except in the case of clause (ii) for any such default or violation that would not, individually or in the aggregate, have a material adverse effect on the business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of the Company and in the case of clause (iii) for any securities laws of any state of the United States;

each of this Agreement, the Subscription Agreements, the Warrant Certificates and the Broker Warrant Certificates have been duly authorized and executed and delivered by the Company, and each constitutes a valid and legally binding obligation of the Company enforceable against it in accordance with its terms;

the Unit Shares have been issued as fully paid and non-assessable securities in the capital of the Company;

the Warrants have been duly and validly created and issued and the Warrant Shares have been reserved and authorized and allotted for issuance to the holders thereof and, upon the due exercise of the Warrants in accordance with the provisions of the Warrant Certificate, the Warrant Shares will be validly issued as fully paid and non-assessable securities in the capital of the Company;

the Broker Warrants have been duly and validly created and issued and the Broker Shares have been reserved and authorized and allotted for issuance to the Agents and, upon the due exercise of the Broker Warrants in accordance with the provisions of the Broker Warrant Certificates, the Broker Shares will be validly issued as fully paid and non-assessable securities in the capital of the Company;

no consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of this Agreement, the Subscription Agreements, the Warrant Certificates, and the Broker Warrant Certificates, the issuance and sale of the Unit Shares, the Warrants, the Warrant Shares, the Broker Warrants and the Broker Shares, and compliance by the Company with the terms thereof and the consummation of the transactions contemplated by this Agreement, the Subscription Agreements, the Warrant Certificates, and the Broker Warrant Certificates, except for such consents,

approvals, authorizations, orders and registrations or qualifications as may be required under applicable state securities laws in connection with the purchase and distribution of the Units to the U.S. Purchasers and the execution and filing by or on behalf of the Company with the respective securities commissions in Canada, within the prescribed time period, of a report on Form 45-106F1 prepared in accordance with NI 45-106, together with the prescribed filing fees and a duly completed fee checklist form, a Form 8-K and a news release, the execution and filing by or on behalf of the Company with the SEC, within the prescribed time period, of a Form D, a Form 8-K and the Registration Statement and the execution and filing by or on behalf of the Company with the respective securities regulatory authorities in each state of the United States, within the prescribed time period, of any “blue sky” notice filings and fees;

the issuance and sale by the Company of the Unit Shares and Warrants to the Purchasers and the issuance of the Broker Warrants to the Agents in accordance with the terms of this Agreement are exempt from the prospectus and registration requirements of applicable Securities Laws in Canada and no documents are required to be filed (other than specified forms accompanied by requisite filing fees), proceedings taken or approvals, permits, consents or authorizations obtained under the applicable Securities Laws to permit such issuance and sale;

the issuance of the Warrant Shares upon due exercise of the Warrants and the issuance of the Broker Shares upon the due exercise of the Broker Warrants will be exempt from the prospectus and registration requirements of applicable Securities Laws in Canada and no documents are required to be filed (other than specified forms accompanied by requisite filing fees), proceedings taken or approvals, permits, consents or authorizations obtained under the applicable Securities Laws to permit such issuance and delivery;

no other documents will be required to be filed, proceedings, taken or approvals, permits, consents or authorizations obtained under the applicable Canadian Securities Laws (and no opinion in this clause (xiii) is given in respect of applicable U.S. Securities Laws) in connection with the first trade of the Unit Shares and the Warrant Shares by the Purchasers or the Broker Shares by the Agents, as the case may be, in circumstances where such trade is made through persons registered in a category permitting them to trade such securities under the applicable Securities Laws and who have complied with the relevant provisions of the applicable Securities Laws or in circumstances in which there is an exemption from the registration requirements of the applicable Securities Laws, provided that at the time of such trade:

the Company is and has been a reporting issuer in a jurisdiction of Canada for the four months immediately preceding such trade;

at least four months have elapsed from the distribution date;

on the distribution date the certificates representing the Unit Shares carried the legends prescribed under Section 2.5(2)(3) of National Instrument 45- 102 – Resale of Securities (“NI 45-102”);

the trade is not a “control distribution” within the meaning of NI 45-102;

no unusual effort is made to prepare the market or to create a demand for the security that is the subject of the trade;

no extraordinary commission or consideration is paid to a person or company in respect of the trade; and

if the selling securityholder is an insider or officer of the Company, the selling securityholder has no reasonable grounds to believe that the Company is in default of securities legislation.

no registration under the U.S. Securities Act is required for the offer and sale of the Units by the Company or the Agents in the United States or to, or for the account or benefit of, U.S. Persons; and

such other matters as the Agents or their counsel may reasonably request;

the Agents shall have received a certificate in respect of the good standing of the Company from the Delaware Secretary of State;

the Company will have caused a favourable legal opinion to be delivered by Clark Wilson LLP, counsel to the Company, addressed to the Agents, in form and substance satisfactory to the Agents, acting reasonably, with respect to the following matters:

the incorporation and existence of the Material Subsidiary under the laws of its jurisdiction of incorporation;

as to the authorized capital of the Material Subsidiary and holders of the issued and outstanding shares of the Material Subsidiary; and

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

the Subscription Agreements shall have been executed and delivered by the parties thereto in form and substance satisfactory to the Agents and their counsel, acting reasonably;

the Company shall cause the Transfer Agent to deliver a certificate as to the issued and outstanding Common Shares in the capital of the Company as at the close of business on the day prior to the Closing Date; and

the Agents shall, in their sole discretion, and acting reasonably, be satisfied with their due diligence review with respect to the business, assets, financial condition, affairs and prospects of the Company.

If to the Company, to it at:

Argentex Mining Corporation
602 – 1112 West Pender Street
Vancouver, BC V6E 2S1

“Accredited Investor” means an “accredited investor” as that term is defined in Rule 501(a) of Regulation D, except for Rule 501(a)(4);

“Directed Selling Efforts” means “directed selling efforts” as that term is defined in Regulation S. Without limiting the foregoing, but for greater clarity in this Schedule, it means, subject to the exclusions from the definition of directed selling efforts contained in Regulation S, any activity undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for any of the Units and includes the placement of any advertisement in a publication with a gen- eral circulation in the United States that refers to the Offering;

“Distribution Compliance Period” means the six-month period that begins on the later of (i) the date the Units are first offered to persons other than Distributors in reliance on Regulation S; or (ii) the Closing Date; provided that, all offers and sales by a Distributor of an unsold allotment or subscription shall be deemed to have been made during the Distribution Compliance Period;

“Distributor” means any Agent, dealer or other person who participates, pursuant to a contractual agreement, in the distribution of the Units;

“Substantial U.S. Market Interest” means “substantial U.S. market interest” as that term is defined in Regulation S; and

“U.S. Exchange Act” means the United States Securities Exchange Act of 1934, as amended.

It has not offered and sold, and will not offer or sell any Units as part of its initial distribution, except (i) in an offshore transaction in accordance with Rule 903 of Regulation S to persons that are not, and are not purchasing for the account or benefit of, U.S. Persons or (ii) within the United States or to, or for the account or benefit of, U.S. Persons as provided in paragraphs 2

through 10 below, by arranging for purchasers that are Accredited Investors to purchase Units directly from the Company in transactions that are exempt from the registration requirements of the U.S. Securities Act and applicable state securities laws. Accordingly, neither the Agent nor any of its affiliates nor any person acting on its or their behalf (except as permitted in paragraphs 2 through 10 below) (i) has made or will make any offer to sell or any solicitation of an offer to buy any Units to, or for the account or benefit of, any person within the United States or any U.S. Person, or (ii) has facilitated or will facilitate any sale of Units to any purchaser unless at the time the buy order was or will have been originated, the purchaser was outside the United States and was not a U.S. Person, or the Agent, affiliate or person acting on behalf of either reasonably believed that such purchaser was outside the United States and was not a U.S. Person.

Neither it nor any of its affiliates nor any person acting on its or their behalf has made or will make any Directed Selling Efforts in the United States.

It agrees that, at or prior to confirmation of the sale of the Units, Unit Shares, Warrants or Warrant Shares it will have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases Units, Unit Shares, Warrants or Warrant Shares during the Distribution Compliance Period a confirmation or notice to substantially the following effect:

It has not entered and will not enter into any contractual arrangement with respect to the distribution of the Units, except with its affiliates, any selling group members or with the prior written consent of the Company. It shall require each selling group member to agree, for the benefit of the Company, to comply with, and shall use its best efforts to ensure that each selling group member complies with, the same provisions of this Schedule as apply to the Agent as if such provisions applied to such selling group member.

All offers of Units in the United States or to, or for the account or benefit of, U.S. Persons by it shall be made through its U.S. registered broker-dealer affiliate (or otherwise pursuant to Rule 15a-6 under the U.S. Exchange Act) in compliance with all applicable U.S. broker-dealer requirements.

Offers of Units in the United States or to, or for the account or benefit of, U.S. Persons shall not be made by it (i) by any form of general solicitation or general advertising (as those terms are used in Regulation D), including advertisements, articles, notices or other communications published in any newspaper, magazine, or similar media or broadcast over radio or television, or any seminar or meeting whose attendees had been invited by general solicitation or general advertising or (ii) in any manner involving a public offering within the meaning of Section 4(2) of the U.S. Securities Act.

Any offer or solicitation of an offer to buy Units that has been made or will be made in the United States or to, or for the account or benefit of, a U.S. Person by it, its affiliates or any person acting on behalf of either was or will be made only to Accredited Investors (or persons that the Agent, its affiliates, or any person acting on behalf of either reasonably believes are Accredited Investors).

It, acting through its U.S. broker-dealer affiliate (or otherwise pursuant to Rule 15a-6 under the U.S. Exchange Act), may offer the Units in the United States or to, or for the account or benefit of, U.S. Persons only to offerees with respect to which it has a pre-existing relationship.

Prior to completion of any sale of Units in the United States or to, or for the account or benefit of, U.S. Persons, each U.S. purchaser thereof solicited by such Agent will be required to execute a Subscription Agreement.

At least one business day prior to the Closing Date, it will provide the Transfer Agent with a list of all purchasers of the Units in the United States or that are U.S. Persons.

At closing on the Closing Date, it, together with its U.S. affiliate, will provide a certificate, substantially in the form of Appendix I to this Schedule, relating to the manner of the offer of the Units in the United States or to, or for the account or benefit of, persons in the United States or U.S. Persons.

The Company is not, and as a result of the sale of the Units contemplated hereby will not be, an “investment company” as defined in the United States Investment Company Act of 1940, as amended.

During the period in which the Units are offered for sale, neither it nor any of its affiliates, nor any person acting on its or their behalf (i) has made or will make any Directed Selling Efforts in the United States, or (ii) has engaged in or will engage in any form of general solicitation or general advertising (as those terms are used in Regulation D) with respect to offers or sales of the Units in the United States or to, or for the account or benefit of, U.S. Persons, including advertisements, articles, notices or other communications published in any newspaper,

magazine or similar media, or broadcast over radio, or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising.

Until the Closing Date, and except with respect to offers and sales to Accredited Investors in the United States or who are U.S. Persons, neither the Company nor, to the Company’s knowledge, any of its affiliates, nor any person acting on its or their behalf, has made or will make: (A) any offer to sell, or any solicitation of an offer to buy, any Units to, or for the account or benefit of, any person in the United States or any U.S. Person; or (B) any sale of Units unless, at the time the buy order was or will have been originated, the purchaser is (i) outside the United States and is not a U.S. Person or (ii) the Company, its affiliates, and any person acting on their behalf reasonably believe that the purchaser is outside the United States and is not a U.S. Person.

Except with respect to the offer and sale of the Units offered hereby, the Company has not, for a period of six months prior to the date hereof sold, offered for sale or solicited any offer to buy any of its securities in the United States or to, or for the account or benefit of U.S. Persons, and will not, for a period ending six months after the Closing Date, sell, offer for sale or solicit any offer to buy, any of its securities in the United States in a manner that would be integrated with and would cause the exemption from registration provided by Rule 506 of Regulation D to be unavailable with respect to offers and sales of the Units pursuant to this Schedule “C”.

It will not register any transfer of the Units, Unit Shares, Warrants or Warrant Shares not made in accordance with the provisions of Regulation S, pursuant to registration under the U.S. Securities Act or pursuant to an available exemption from the registration requirements of the U.S. Securities Act.

on the date hereof and on the date of each offer or sale of Units, each of our U.S. affiliates who offered Units in the United States or to, or for the account or benefit, of U.S. Persons is and was (i) a duly registered broker dealer pursuant to Section 15(b) of the U.S. Exchange Act and the securities laws of each state in which such offer is made (unless exempted from the respective state’s broker-dealer registration requirements) and (ii) a member of and in good standing with the Financial Industry Regulatory Authority, Inc.;

immediately prior to offering the Units to such offerees, we had reasonable grounds to believe and did believe that each offeree was an “accredited investor” as defined in Rule 501(a) of Regulation D, except for Rule 501(a)(4) (an “Accredited Investor”) under the U.S. Securities Act, and, on the date hereof, we continue to believe that each person in the United States or U.S. Person purchasing Units from the Company in a sale that was pre-arranged by us is an Accredited Investor;

no form of general solicitation or general advertising (as those terms are used in Regulation D under the U.S. Securities Act) was used by us, including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees had been invited by general solicitation or general advertising, in connection with the offer or sale of the Units in the United States or to or for the account or benefit of U.S. Persons;

the offering of the Units in the United States or to or for the account or benefit of U.S. Persons has been conducted by us in accordance with the terms of the Agency Agreement and all of the Schedules thereto; and

prior to any sale of Units in the United States or to, or for the account or benefit of, persons in the United States or U.S. Persons, we caused each U.S. purchaser to execute a Subscription Agreement.