SECURITIES PURCHASE AGREEMENT
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated March ___, 2010, is
between OLYMPUS PACIFIC MINERALS INC., a Canadian corporation (the “Company”), and each
purchaser identified on Schedule A hereto (each, including their respective successors and assigns, an
“Investor” and collectively, the “Investors”) and, with respect to certain sections hereof, Euro Pacific Capital,
Inc. (the “Placement Agent”).
This Agreement has been entered into pursuant to the terms of the Company’s Confidential Private Placement
Memorandum, dated March ___, 2010 (together with any and all amendments and/or supplements thereto, the
The Placement Agent is acting in such capacity in connection with the Company’s offering of Units as
described in the Memorandum.
The Investors desire to purchase from the Company, and the Company desires to sell and issue to the
Investors, upon the terms and conditions stated in this Agreement a minimum of CAD $10,000,000 (the
“Minimum Amount”) of Units (as defined below) and up to a maximum of CAD $12,750,000 (the
“Maximum Amount”) of Units.
Each unit (a “Unit” and collectively, the “Units”) shall consist of: (i) a nine (9%) percent subordinated
unsecured convertible promissory note (each a “Note,” and, collectively, the “Notes”) of the Company in the
aggregate principal amount of CAD $0.84, which Note shall be convertible into shares (each a “Conversion
Share” and collectively, the “Conversion Shares”) of the Company’s common stock, with no par value
(together with any securities into which such shares may be reclassified, the “Common Stock”) at CAD $0.42
per Conversion Share (subject to adjustment as set forth in the certificate representing the Note), which Notes
shall be in the form annexed hereto as Exhibit A , (ii) two (2) separate common stock purchase warrants (each a
“Warrant,” and, collectively, the “Warrants”), the first of which is fully vested and immediately e