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AMENDED AND RESTATED UNDERWRITING AGREEMENT
April 9, 2007
Gammon Lake Resources Inc.
1601 Lower Water Street
Suite 402, Summit Place, PO Box 2067
Halifax, Nova Scotia
Attention: Russell Barwick, Chief Executive Officer
BMO Nesbitt Burns Inc. (" BMONB "), Scotia Capital Inc., and TD Securities Inc. (collectively the " Underwriters " and
individually an " Underwriter ") understand that Gammon Lake Resources Inc. (" Gammon " or the " Company ") proposes to
issue and sell to the Underwriters 10,000,000 common shares (the " Purchased Shares "), and at the election of the
Underwriters, up to 1,500,000 additional common shares to cover over-allotments (the common shares in respect of which such
option is exercised are called " Over-Allotment Shares "). The Purchased Shares and the Over-Allotment Shares are referred to
collectively herein as the " Shares ".
The Underwriters understand that the Company has previously filed a preliminary short form prospectus dated April 9,
2007 (the " Canadian Preliminary Prospectus ") and has prepared and will file within the time limits and on the terms set out
below, an amended and restated preliminary short form prospectus in both the English and French languages (the " Canadian
Amended Preliminary Prospectus ") and a (final) short form prospectus in both the English and French languages (the "
Canadian Final Prospectus ") and all related documents, including all documents incorporated by reference therein, with the
securities regulatory authority in each of the provinces of Canada (the " Securities Commissions ", and the provinces, the "
Qualifying Jurisdictions ") in order to qualify for distribution to the public the Purchased Shares and any Over-Allotment
Shares in each of the provinces of Canada.
In addition, the Underwriters understand that the Company has filed with the United States Securities Exchange