REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 22nd, 2004 • Peru Copper Inc • New York
This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 6th day of October, 2004 by and among Peru Copper Inc., a corporation incorporated under the laws of the Province of British Columbia, Canada (the “Company”), BMO Nesbitt Burns Inc. (“BMO”) on behalf of each purchaser in connection with the initial public offering in Canada pursuant to the Canadian Final Prospectus (defined below), on behalf of each subscriber that has executed a subscription agreement (each a “Subscription Agreement”) in connection with the underwriting agreement, dated September 22, 2004 (the “Underwriting Agreement”), between the Company and BMO, GMP Securities Ltd., Haywood Securities Inc., National Bank Financial Inc., Canaccord Capital Corporation, Salman Partners Inc. and Sprott Securities Inc. (the “Underwriters”) and on behalf of the Underwriters.
SUBSCRIPTION AGREEMENTSubscription Agreement • December 22nd, 2004 • Peru Copper Inc
NOW, THEREFORE, in consideration of the premises and the mutual agreements and covenants hereinafter set forth, the Parties hereby agree as follows:
THIS SUPPLEMENTAL WARRANT INDENTURE dated as of September 21, 2004.Supplemental Warrant Indenture • December 22nd, 2004 • Peru Copper Inc • Ontario
WHEREAS the Company and the Warrant Agent executed a Common Share Purchase Warrant Indenture (the “Warrant Indenture”) dated as of March 18, 2004, providing for the issuance of 4,285,716 Warrants (as defined in the Warrant Indenture);
PURCHASE WARRANT INDENTUREWarrant • December 22nd, 2004 • Peru Copper Inc • Ontario
NOW THEREFORE THIS INDENTURE WITNESSES that for good and valuable consideration mutually given and received, the receipt and sufficiency of which are hereby acknowledged, it is hereby agreed and declared as follows:
FIRST CERTIFIED COPY OF THE NOTARIALLY RECORDED INSTRUMENT EVIDENCING THE OPTION ASSIGNMENT AGREEMENT ENTERED INTO BY AND BETWEEN SOCIEDAD MINERA CORONA S.A. AND MINERA PERU COPPER SYNDICATEOption Assignment Agreement • December 22nd, 2004 • Peru Copper Inc
In the City of Lima, on November 20, 2003, the following persons appeared before me, Rafael TOLEDO SEGURA, Attorney at Law and Notary Public in and for Lima:
UNDERWRITING AGREEMENTUnderwriting Agreement • December 22nd, 2004 • Peru Copper Inc • Ontario
INDEMNIFICATION AGREEMENTIndemnification Agreement • December 22nd, 2004 • Peru Copper Inc • Ontario
